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Unaudited condensed consolidated financial results for the nine months ended 31 December 2015
STENPROP LIMITED
(Incorporated in Bermuda)
(Registration number 47031)
BSX share code: STP.BH JSE share code: STP ISIN: BMG8465Y1093
("Stenprop" or "the Company" or "the Group")
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL RESULTS for the nine months ended 31 December 2015
Stenprop Limited, a Bermuda company which has dual primary listings on the Bermuda Stock Exchange ("BSX") and the
Johannesburg Stock Exchange ("JSE"), today announces its results for the nine months ended 31 December 2015.
The company is required to publish financial results for the nine months ended 31 December 2015 in terms of the rules of the
BSX. Accordingly, this announcement presents the unaudited condensed consolidated financial results of the Group in respect
of the financial period from 1 April 2015 to 31 December 2015 in a form compliant with the requirements of the BSX.
FINANCIAL REVIEW
Earnings
The basic earnings attributable to ordinary shareholders for the nine-month period to 31 December 2015 were EUR33.5 million
(2014 pro forma(1): EUR18.6 million). This equates to a diluted IFRS EPS of 12.06 cents (2014 pro forma: 7.46 cents). The headline
earnings were EUR22.3 million (2014 pro forma: EUR16.2 million) equating to a diluted headline EPS of 8.03 cents (2014 pro forma:
6.52 cents).
In accordance with reporting standards widely adopted across the real estate industry in Europe, the board of directors feels it is
appropriate and useful, in addition to providing the IFRS disclosed earnings, to also disclose EPRA(2) earnings.
Adjusted EPRA earnings attributable to shareholders for the nine-month period were EUR21.8 million (2014 pro forma: EUR18.3 million),
equating to a diluted adjusted EPRA EPS of 7.86 cents (2014 pro forma: 7.34 cents).
Net assets
The basic and diluted IFRS NAV per share at 31 December 2015 was EUR1.61 (2014: EUR1.45). The basic and diluted EPRA NAV per share
was EUR1.66 (2014: EUR1.50).
(1) The basis of preparation of the comparative pro forma is explained in note 1 to the financial statements
(2) European Public Real Estate Association
ACQUISITIONS DURING THE QUARTER
As previously reported, the purchase of the Victoria shopping centre for EUR20.6 million completed on 24 November 2015.
The property is located in the Lichtenberg district of Berlin, approximately 15 minutes by underground from the city centre
and is anchored by Kaufland (a hypermarket chain) on a new 17-year lease. The return on equity on this investment exceeded 8%
per annum at inception.
DIVIDENDS
On 26 November 2015, the Company announced an interim dividend of 4.2 cents per share in respect of the six months to
30 September 2015. On 25 January 2016, the Company announced a 41.5% take up of the scrip dividend for which 3,253,857 new
Stenprop shares were issued at an issue price of EUR1.49854 per share.
PROSPECTS
As announced on SENS in the Forecast Financial Information announcement published on 14 August 2015, the Group expected
adjusted diluted EPRA earnings per share for the year ended 31 March 2016 of 10.32 cents per share. Whilst fluctuations in
exchange rates used in our forecast may impact earnings, we remain on track to achieve our forecast.
Stenprop expects to declare a final dividend in June 2016 of 4.3 cents per share which, together with the interim dividend of
4.2 cents per share, will give a total dividend relating to the current financial year of 8.5 cents per share.
This general forecast has been based on the Group's own forecasts and has not been reported on by the external auditors.
CONDENSED CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
*Pro forma
Unaudited Unaudited Unaudited
for the for the for the
nine months nine months nine months
ended ended ended
31 December 31 December 31 December
2015 2014 2014
Notes EUR'000 EUR'000 EUR'000
Net rental income 29,523 10,624 25,298
Management fee income 2,057 823 890
Operating costs (6,811) (3,106) (5,300)
Net operating income 24,769 8,341 20,888
Fair value movement of investment properties 10,249 4,970 16,162
Reversal of provision for selling costs – – 5,612
Investment in associates 137 643 1,803
Investment in joint ventures 7,530 442 1,551
Impairment of notional goodwill – – (19,374)
Profit from operations 42,685 14,396 26,642
Gain on acquisition – 9,657 –
Other gains and losses – 12 42
Net gain/(loss) from fair value of financial liabilities 1,231 (128) 86
Net finance costs (8,418) (2,709) (7,481)
Net foreign exchange gain/(loss) 2 (52) (36)
Profit for the period before taxation 35,500 21,176 19,253
Taxation (1,784) (16) (633)
Profit for the period after taxation 33,716 21,160 18,620
Profit attributable to:
Equity holders 33,506 21,124 18,584
Non-controlling interest 210 36 36
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Fair value movement on interest rate swaps 519 (48) (48)
Foreign currency translation reserve (4,253) 232 2,773
Total comprehensive profit for the period 29,982 21,344 21,345
Total comprehensive profit attributable to:
Equity holders 29,772 21,344 21,309
Non-controlling interest 210 36 36
Earnings per share
IFRS EPS (cents) 2 12.09 8.49 7.47
Diluted IFRS EPS (cents) 2 12.06 8.48 7.46
EPRA EPS (cents) 2 7.33 2.44 6.58
Diluted EPRA EPS (cents) 2 7.31 2.44 6.57
Adjusted EPRA EPS (cents) 2 7.88 2.70 7.35
Diluted adjusted EPRA EPS (cents) 2 7.86 2.70 7.34
* Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
Results derive from continuing operations
CONDENSED CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited
as at as at as at
31 December 31 December 31 March
2015 2014 2015
Notes EUR'000 EUR'000 EUR'000
ASSETS
Investment properties 748,159 558,341 695,196
Investment in associates 39,235 35,193 39,652
Investment in joint ventures 40,545 9,390 8,506
Investments – 332 –
Other debtors 7,449 – –
Property, plant and equipment 3 5 2
Total non-current assets 835,391 603,261 743,356
Cash and cash equivalents 37,367 46,068 80,430
Accounts receivable 3,369 1,553 2,634
Other debtors 617 1,588 3,910
Prepayments 1,994 873 1,519
Assets held for sale – 60,918 –
Total current assets 43,347 111,000 88,493
Total assets 878,738 714,261 831,849
Equity and liabilities
Capital and reserves
Share capital 4 – – –
Share premium 4 385,036 339,825 374,127
Equity reserve 303 – –
Retained earnings 47,665 21,087 37,561
Foreign currency translation reserve 17,890 325 22,143
Cash flow hedge reserve – (136) (519)
Total equity attributable to equity shareholders 450,894 361,101 433,312
Non-controlling interest 2,025 1,758 1,815
Total equity 452,919 362,859 435,127
Non-current liabilities
Bank loans 272,609 283,316 296,873
Derivative financial instruments 3,448 4,732 5,108
Other loan and interest 30 369 23
Deferred tax 8,429 6,075 7,230
Total non-current liabilities 284,516 294,492 309,234
Current liabilities
Bank loans 109,582 24,993 68,058
Derivative financial instruments 562 – 1,273
Accounts payable and accruals 31,159 14,161 18,157
Liabilities directly associated with assets classified as held for sale – 17,756 –
Total current liabilities 141,303 56,910 87,488
Total liabilities 425,819 351,402 396,722
Total equity and liabilities 878,738 714,261 831,849
IFRS net asset value per share 3 1.61 1.45 1.59
EPRA net asset value per share 3 1.66 1.50 1.65
CONDENSED CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
Attri-
Foreign Cash butable
currency flow to equity Non-
Share Share Equity Retained translation hedge share- controlling Total
capital premium reserve earnings reserve reserve holders interest equity
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1 April 2015 – 374,127 – 37,561 22,143 (519) 433,312 1,815 435,127
Issue of share capital – 10,909 (25) – – 10,884 – 10,884
Credit to equity for
equity-settled share-
based payments – – 328 – – 328 – 328
Total comprehensive
profit/(loss) for the
period – – – 33,506 (4,253) 519 29,772 210 29,982
Ordinary dividends – – – (23,402) (23,402) – (23,402)
Balance at
31 December 2015 – 385,036 303 47,665 17,890 – 450,894 2,025 452,919
Balance at 1 April 2014 – 21,131 – (37) – 5 21,099 – 21,099
Issue of share capital – 320,854 – – – – 320,854 – 320,854
Listing costs – (2,160) – – – – (2,160) – (2,160)
Novation of
swap contract – – – – 93 (93) – – –
Total comprehensive
profit/(loss) for the
period – – 21,124 232 (48) 21,308 36 21,344
Adjustments arising
from change in non-
controlling interest – – – – – – – 1,722 1,722
Balance at
31 December 2014 – 339,825 – 21,087 325 (136) 361,101 1,758 362,859
CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOWS
Unaudited Unaudited
for the for the
nine months nine months
ended ended
31 December 31 December
2015 2014
EUR'000 EUR'000
Operating activities
Profit from operations 42,685 14,396
Share of loss in associates (137) (643)
Increase in fair value of investment property (10,249) (4,970)
Increase in fair value of joint venture (7,530) (442)
Exchange rate gains/(losses) 2 (52)
Decrease/(increase) in trade and other receivables 371 (1,313)
(Decrease)/increase in trade and other payables (102) 641
Interest paid (8,040) (2,500)
Interest received 768 8
Net tax paid (342) (260)
Net cash from operating activities 17,426 4,865
Investing activities
Dividends received from trading activities – 3
Dividends received from associates 1,388 562
Dividends received from joint ventures 315 –
Purchase of investment properties (45,797) –
Capital expenditure on investment properties (2,790) (783)
Acquisition of investment in joint venture (26,782) –
Cash obtained on acquistion of subsidiaries – 42,256
Net cash (used in)/from investing activities (73,666) 42,038
Financing activities
Repayment of borrowings (37,796) (2,046)
Dividends paid (8,198) –
Listing costs paid – (989)
Financing fees paid (1,090) (6)
Unutilised facility fee paid – (43)
Payments made on swap break (571) –
New bank loans raised 60,369 –
New other loans – 346
Net cash from/(used in) financing activities 12,714 (2,738)
Net (decrease)/increase in cash and cash equivalents (43,526) 44,165
Effect of foreign exchange rate changes 463 232
Cash and cash equivalents at beginning of the period 80,430 1,671
Cash and cash equivalents at end of the period 37,367 46,068
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
These unaudited condensed consolidated financial results (the "IFRS Statements") for the nine months ended
31 December 2015 have been prepared in accordance with the recognition and measurements principles of the
International Financial Reporting Standards ("IFRS") and its interpretations adopted by the International Accounting
Standards Board ("IASB"), and the listings requirements of the Bermuda Stock Exchange and the Johannesburg Stock
Exchange as applicable.
The accounting policies and methods of computation are consistent with those applied in the preparation of the annual
financial statements for the year ended 31 March 2015 which were audited and reported on by the Group's external
auditors, except for the new standards adopted during the period.
These financial results have not been audited or reviewed by the Company's external auditors. They have been prepared
by, and are the responsibility of the directors of Stenprop.
Comparative pro forma
In the interests of consistency in those areas of reporting that are seen to be of most relevance to investors, and of
providing a meaningful basis of comparison for users of the financial information, the Group has presented for the comparative
period an unaudited pro forma statement of comprehensive income for the nine months ended 31 December 2014.
The comparative pro forma statement, which is denominated in EUR, is for illustration purposes only and may not fairly
represent the Group's results of operations.
The main difference between the comparative pro forma statement and the comparative IFRS statement is that the
comparative pro forma statement of comprehensive income has been prepared as if completion of the acquisition of the
property owning companies had taken place on 1 April 2014, which was the effective date on which risk and reward passed
to Stenprop in the purchase of the various property companies, while the comparative IFRS statement use the completion
date of the acquisition (date that control passes), being 2 October 2014, to account for these investments.
The comparative pro forma statement of comprehensive income therefore separately shows trading profits, property
revaluations and other adjustments for the nine months ended 31 December 2014. In addition, the comparative pro
forma statement of comprehensive income discloses the notional goodwill arising on the purchase of the management
companies, the gain arising on the purchase of the property companies (which under IFRS is treated as one linked
transaction), and the recognition of the amount of the deferred consideration which is reasonably expected to become
payable.
2. EARNINGS PER ORDINARY SHARE
Reconciliation of profit for the period to adjusted EPRA earnings
*Pro forma
Unaudited Unaudited Unaudited
for the for the for the
nine months nine months nine months
ended ended ended
31 December 31 December 31 December
2015 2014 2014
EUR'000 EUR'000 EUR'000
Earnings per IFRS income statement attributable to shareholders 33,506 21,124 18,584
Adjustments to calculate EPRA earnings, exclude: –
Changes in fair value of investment properties (10,249) (4,970) (16,162)
Reversal of provision for selling costs – – (5,612)
Reversal of gain on acquisition – (9,657) –
Reversal of impairment of goodwill – – 19,374
Changes in fair value of financial instruments (1,231) 128 (86)
Deferred tax in respect of EPRA adjustments 1,347 (468) 106
Adjustments above in respect of joint ventures and associates:
Changes in fair value (3,004) (90) 207
Deferred tax in respect of EPRA adjustments (66) 13 (32)
EPRA earnings attributable to shareholders 20,303 6,080 16,379
Further adjustments to arrive at adjusted EPRA earnings
Straight-line unwind of purchased swaps 1,536 636 1,909
Adjusted EPRA earnings attributable to shareholders 21,839 6,716 18,288
Weighted average number of shares in issue 277,112,787 248,902,812 248,902,812
Share-based payment award 652,799 291,563 291,563
Diluted weighted average number of shares in issue 277,765,586 249,194,375 249,194,375
Earnings per share
IFRS EPS (cents) 12.09 8.49 7.47
Diluted IFRS EPS (cents) 12.06 8.48 7.46
EPRA EPS (cents) 7.33 2.44 6.58
Diluted EPRA EPS (cents) 7.31 2.44 6.57
Adjusted EPRA EPS (cents) 7.88 2.70 7.35
Diluted adjusted EPRA EPS (cents) 7.86 2.70 7.34
Straight-line unwind of purchased swaps
A further adjustment was made to the EPRA earnings attributable to shareholders and relates to the straight-line unwind
of the value as at 1 April 2014 of the swap contracts in the property companies acquired. When the property companies
were acquired by Stenprop with effect from 1 April 2014, it also acquired the bank loans and swap contracts which were in
place within these property companies. As a result, Stenprop took over loans with higher swap interest rates than would
have been the case had new loans and swaps been put in place at 1 April 2014. To compensate for this, the value of the
swap breaks costs was calculated at 1 April 2014 and the purchase consideration for the property companies was reduced
accordingly to reflect this liability.
Reconciliation of profit for the period to headline earnings
*Pro forma
Unaudited Unaudited Unaudited
for the for the for the
nine months nine months nine months
ended ended ended
31 December 31 December 31 December
2015 2014 2014
EUR'000 EUR'000 EUR'000
Earnings per IFRS income statement attributable to shareholders 33,506 21,124 18,584
Adjustments to calculate headline earnings, exclude:
Changes in fair value of investment properties (10,249) (4,970) (16,162)
Reversal of provision for selling costs – – (5,612)
Reversal of gain on acquisition – (9,657) –
Reversal of impairment of goodwill – – 19,374
Changes in fair value of financial instruments 519 (48) (48)
Deferred tax in respect of headline earnings adjustments 1,347 (468) 106
Adjustments above in respect of joint ventures and associates
Changes in value of investment properties (2,431) – –
Deferred tax (399) – –
Headline earnings attributable to shareholders 22,293 5,981 16,242
Earnings per share
Headline EPS (cents) 8.04 2.40 6.53
Diluted headline EPS (cents) 8.03 2.40 6.52
* Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
3. NET ASSET VALUE PER ORDINARY SHARE
Net asset value per share
Unaudited Unaudited Audited
as at as at as at
31 December 31 December 31 March
2015 2014 2015
EUR'000 EUR'000 EUR'000
Net assets attributable to equity shareholders 450,894 361,101 433,312
Adjustments to arrive at EPRA net asset value:
Derivative financial instruments 4,010 4,732 6,381
Deferred tax 8,429 6,075 7,230
Adjustments above in respect of non-controlling interests 2,291 2,559 2,504
EPRA net assets attributable to shareholders 465,624 374,467 449,427
Number of shares in issue 279,720,942 248,902,812 272,236,146
Share-based payment awards 652,799 291,563 291,563
Diluted number of shares in issue 280,373,741 249,194,375 272,527,709
Net asset value per share
IFRS net asset value per share (cents) 1.61 1.45 1.59
Diluted IFRS net asset value per share (cents) 1.61 1.45 1.59
EPRA net asset value per share (cents) 1.66 1.50 1.65
Diluted EPRA net asset value per share (cents) 1.66 1.50 1.65
Unaudited Unaudited Audited
as at as at as at
31 December 31 December 31 March
2015 2014 2015
EUR EUR EUR
4. SHARE CAPITAL
Authorised
1,000,000,000 ordinary shares with a par value of EUR0.000001258 each 1,258 1,258 1,258
Unaudited Unaudited Audited
for the for the for
nine months nine months the year
ended ended ended
31 December 31 December 31 March
2015 2014 2015
Issued share capital
Opening balance 272,236,146 15,986,003 15,986,003
Issue of new shares 7,484,796 232,916,809 256,250,143
Closing number of shares issued 279,720,942 248,902,812 272,236,146
Share capital
Share premium (EUR 000) 387,895 341,985 376,985
Less: Acquisition/transaction costs (EUR 000) (2,859) (2,160) (2,858)
Total share premium (EUR 000) 385,036 339,825 374,127
There were no changes made to the number of authorised shares of the Company during the period under review.
Stenprop Limited has one class of share; all shares rank equally and are fully paid. With effect from 5 October 2015, the
Johannesburg Stock Exchange ("JSE") approved the transfer of Stenprop's listing from the JSE's AltX to the JSE's Main Board.
The transfer does not affect the Company's current listing on the Bermuda Stock Exchange ("BSX").
The Company has 279,720,942 (March 2015: 272,236,146) ordinary shares in issue at the reporting date which are dual listed
on the BSX and the JSE.
5. EVENTS AFTER THE REPORTING PERIOD
On 26 November 2015, the Company announced an interim distribution of 4.2 cents per share in respect of the six months
to 30 September 2015 and offered shareholders the option to receive in respect of all or a part of their Stenprop shareholding
either a scrip dividend by way of an issue of new Stenprop shares (of the same class as existing shares) credited as fully paid up
or a cash dividend. On 25 January 2016, the Company announced a 41.5% take up of the scrip dividend, for which 3,253,857
new Stenprop shares have been issued at a price of EUR1.49854 per share, resulting in the number of shares in issue, at the date
of this announcement, being 282,974,799.
There were no changes to the board of directors during the period.
Stenprop has dual primary listings on the BSX and the JSE.
Date: 10 March 2016
South African corporate advisor and JSE sponsor
Java Capital
BSX sponsor
Appleby Securities (Bermuda) Limited
www.stenprop.com
Date: 10/03/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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