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DELTA AFRICA PROPERTY HOLDINGS LIMITED - Unaudited Consolidated Interim Financial Statements For The Nine Months Ended 31 March 2016

Release Date: 06/05/2016 11:00
Code(s): DLA     PDF:  
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Unaudited Consolidated Interim Financial Statements For The Nine Months Ended 31 March 2016

 DELTA AFRICA PROPERTY HOLDINGS LIMITED
 (Registered by continuation in the Republic of Mauritius)
 (Registration number 128881 C1/GBL)
 JSE share code: DLA
 SEM share code: DEL.N0000
 ISIN: MU0473N00010
 (“Delta Africa” or “Company”)

UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 31 MARCH 2016 (the “financial
statements”)

DIRECTORS’ COMMENTARY

NATURE OF THE BUSINESS

Delta Africa is a pan African property income fund focussing on African real estate assets (excluding South Africa), underpinned
by predominantly US Dollar denominated medium to long term leases with high quality tenants delivering sustainable income.
Listed in July 2014, the Company holds dual primary listings on the Stock Exchange of Mauritius (“SEM”) as well as the main board
of the Johannesburg Stock Exchange (“JSE”).

The Company and its subsidiaries (“Group”) have continued its expansion plans across the continent with assets based in
Mozambique, Morocco, Zambia and more recently Mauritius. The recently announced merger with the The Pivotal Fund Limited’s
(“Pivotal”) planned African fund will result in further geographical expansion in Kenya and Nigeria (see below for additional
details).

The Group’s strategy remains to expand its property portfolio throughout targeted countries in Africa with assets that will provide
sustainable long term, US Dollar based income from high quality tenants with a core focus on protecting shareholder value and
dividend yield.

REVIEW

During the period, the Company has successfully raised capital of US$28.6 million, through the issue of 16 952 091 shares at an
issue price of US$1.70 per share. In line with it’s commitment to protect shareholder value, the Company issued all shares at a
premium to net asset value per share. On 6 April 2016, the Company issued an additional 4 738 220 shares at an issue price of
US$1.70 per share, raising an additional US$8.0 million. The proceeds of these issuances were utilised to settle the equity bridge
facilities and to acquire additional assets.

On 14 March 2016, the Company paid its third distribution of 6.17 US$ cents per share (for the six month period ended 31
December 2015). The Company maintains its distribution growth forecast of between 3% and 6% on the previous year’s full year
distribution of 11.28 US$ cents per share.

On 11 February 2016, Investec Bank dispersed a long term facility of US$ 51.2 million to Freedom Property Fund, a subsidiary of
the Company owning Anfa Place Shopping Centre in Morocco. The loan was the first entry into the Moroccan market by Investec
Bank. The loan, denominated in Euro’s (60%) and US Dollars (40%) (based on the currency weighting of the Moroccan Dirham),
has secured a lower cost of borrowing attached to the hard currencies versus the higher Moroccan Dirham based lending rate.
The proceeds of the loan have been utilised to settle the vendor loan, which arose on the acquisition of the Moroccan property.
This refinance transaction has resulted in a significant reduction of the 8.9% borrowing costs associated with the vendor loan to
the all-in interest rate of 5.52% (of which 65% is at a fixed interest rate).

The Group’s loan to value ratio at 31 March 2016 was 51.7%, up from the 45.2% reported in June 2015. Following the issue of
shares on 6 April 2016, the Company settled an additional US$7.2 million of debt resulting in a revised loan to value of 49.2% as
at 7 April 2016. In line with the Group’s treasury policy, the Group has secured fixed interest rates on 73% of the interest rate
exposure on property loans.

Asset acquisitions and geographical footprint in Africa

Acquisitions during the reporting period
    -    Zimpeto Square, a 4,764m2 retail mall in Maputo Mozambique, which transferred on 15 October 2015 for a consideration
         of US$ 10.6 million;
    -    A 50% interest in the Makuba Mall, a 28,235m2 retail mall in Kitwe, Zambia on 1 December 2015 for a net purchase
         price of US$17.5 million (made up of the asset value of US$31.5 million less debt of US$14 million);
    -    A 50% interest in the Kafubu Mall, an 11,964m2 retail mall in Ndola, Zambia on 1 December 2015 for a net purchase
         price of US$4.1 million (made up of the asset value of US$9.1 million less debt of US$4 million); and
    -    Barclays House, a 7,700m2 commercial office building in Ebene, Mauritius for a consideration of US$13.5 million, which
         transferred on 22 February 2016.

Current acquisitions
    - The Vale accommodation compound in Tete, Mozambique, consisting of 83 villas and 40 apartments with a net purchase
         price of US$ 16.6 million (made up of the asset value of US$ 33.1 million less debt of US$ 16.5 million), anticipated transfer
         date is May 2016;
    - The 6,374m2 Bollore/Plexus warehousing compound in Pemba, Mozambique, for US$ 4.3 million (made up of US$ 8.6
         million less debt of US$ 4.3 million), anticipated transfer date is in May 2016;
    - The Buffalo Mall in Naivasha, Kenya, a 6,167m2 retail, commercial and entertainment centre for US$ 4.1 million (made
         up of US$ 6.1 million less debt of US$ 2.0 million), this is anticipated to transfer once shareholder approval has been
         obtained for the merger with the Pivotal Fund’s planned Africa fund, which is expected on 6 May 2016; and
    - The Wings Office Towers in Lagos, Nigeria, a 27,812m2 office complex for US$ 73.2 million (made up of US$ 110.3 million
         less debt of US$ 37.1 million), the property will transfer on practical completion, estimated as 1 September 2016.

The portfolio composition is now as follows:

 GROSS ASSET VALUE BY REGION                                     %
 Morocco                                                         35%
 Mozambique                                                      45%
 Mauritius                                                        8%
 Zambia                                                          12%


 GROSS ASSET VALUE BY SECTOR                                     %
 Office                                                          44%
 Retail                                                          51%
 Corporate & Accommodation                                        2%
 Light industrial                                                 1%
 Corporate                                                        2%

Details of acquisitions transferred by 31 March 2016

Zimpeto Square, which transferred to the Group in October 2015, is a 4,764m2 strip mall in Maputo, Mozambique. The mall has
achieved exceptional trading densities, with no vacancies and minimal arrears. The gross asset value of the centre is US$ 11.0
million as at 31 December 2015 (independently valued by JLL).

The 50% stake in Makuba Mall in Kitwe, Zambia transferred on 1 December 2015. The mall provides 28,235m2 of GLA and is valued
at US$63.1 million (US$ 31.6 million attributable to the Group). The mall is anchored by Shoprite, Game and Pick ‘n Pay. Other
notable tenants include Mr Price, Woolworths, Spur, Barclays and FNB.

Kafubu Mall based in Ndola, Zambia provides 11,964m2 of GLA, is valued at US$17.4 million and is anchored by Shoprite. Other
notable tenants include Spur and OK Furniture. The gross asset value of the Group’s 50% stake in the mall is US$8.8 million.

Both Zambian malls are the dominant retail offerings in their respective catchment areas. Both these malls are managed by Heriot
Properties. The extensive property management experience of Heriot Properties in Zambia has resulted in the malls being
exceptionally well managed, with negligible vacancies and arrears.

The Barclays House Building in Ebene, Mauritius transferred on 22 February 2016. The building houses the corporate head office
for Barclays in Mauritius and has twelve years remaining on the lease. The 7,700m2 building was acquired for Rs470 million
(approximately US$13.5 million). Although the leases are denominated in Mauritian Rupees, the Group has hedged the currency
exposure to the US$ for a period of three years, the cost of which has been factored into the initial acquisition yield.
Details of acquisitions in the process being transferred

The Vale accommodation compound in Tete, Mozambique is the premier accommodation offering in the area and provides 83 x
three bedroom units as well as 40 x two bedroom apartments. The compound includes sporting and entertainment facilities for
the tenants. Vale and Barloworld fully occupy all the units on five and three year leases respectively. The gross asset value of the
compound has recently been independently valued at US$35.7 million. The transfer of the property, at a cost US$33.1 million, will
conclude on the date of subdivision of the property, however the effective date of the transaction was 1 December 2015.

The Bollore/Plexus warehouse compound in Pemba, Mozambique spanning 6,374m2 provides seven individual warehouses and
office space to tenants. In addition to meeting Delta’s requirements for US$ based leases with strong counter parties, this
property’s location, being at the base of the Anadarko/ENI pier in Pemba harbour, provides the Group with opportunity to
redevelop the site at a later stage. The acquisition price of the property is US$ 8.6 million (independently valued by JLL) and is
expected to transfer in May 2016.

Phase I of the Buffalo Mall in Naivasha, Kenya is a 6,167m2 retail, commercial and entertainment centre development, anchored
by Tuskys. The 45.5% stake in the asset provides the Group with its initial acquisition in the Kenyan market. The asset has recently
been valued at US$ 13.4 million, which includes the land and development rights for Phase II of the mall, with a maximum of
14,000m2 additional GLA.

The Wings Office Towers in Lagos, Nigeria is a 27,812m2 twin towered office complex. The asset is expected transfer on 1
September 2016 (being the estimated date of completion). The building is anchored by Oando Oil PLC, with the balance of the
property covered by a two year rental guarantee by the seller.

Results

Profit for the nine months to 31 March 2016 amounted to US$ 22.1 million, compared to a US$ 4.9 million loss for the comparative
nine months to 31 March 2015.

Net operating expenses as a percentage of revenue decreased to 18.0% for the nine months to 31 March 2016 from the 25.0%
reported in the prior financial year. This decline is mainly caused by the acquisition of assets under triple net leases at the end of
the 2015 financial year.

The weighted average cost of debt is currently 6.88% versus 6.94% at 30 June 2015. The recent financing transactions concluded
in February 2016 (being the refinance of the Anfa Place Shopping Centre and new finance for Barclays House) and December 2015
(being the finance for the Makuba and Kafubu Malls in Zambia), has significantly reduced the Company’s cost of funding with
weighted average cost of debt for the month of March being 5.79%.

Foreign currency movements

Although the Group operates primarily in US Dollars, operations in various countries incur local costs and taxes denominated in
local currencies. The Group’s only exposure to foreign currency fluctuations in terms of lease income is to the Moroccan Dirham
(which is weighted on the Euro and US Dollar at a rate of 60%:40% respectively).

The results include the impact of the devaluation of the Mozambique Meticais, which has depreciated 32.7% against the US Dollar
from MZN38.05:US$1 in June 2015 to MZN50.50:US$1 by the end of March 2016. Although the movement in the currency does
not impact operating profits (as all leases and borrowing costs are US$ based), it does provide for large revaluation movement as
can be seen in the revaluation of the properties, unrealised foreign exchange movements and the foreign currency translation
reserve.

The net impact of foreign currency movement on the Company is as follows:

 Net foreign currency impact
 Movement in Foreign Currency Translation Reserve                                                                   (20 884 479)
 Movement in Fair Value of Property (excluding base currency valuation movements)                                    30 005 207
 Unrealised foreign currency losses                                                                                 (11 464 653)
 Realised foreign currency gains                                                                                        937 673
 Net foreign currency impact                                                                                         (1 406 252)

Vacancy analysis
 Property                                                                                                    Vacancy
 Anadarko Building, Maputo, Mozambique                                                                          0.0%
 Anfa Place Shopping Centre, Casablanca, Morocco1                                                             22.48%
 Hollard/KPMG Building, Maputo, Mozambique                                                                      0.0%
 Vodacom Building, Maputo, Mozambique                                                                           0.0%
 Zimpeto Square, Maputo, Mozambique                                                                             0.0%
 Makuba Mall, Kitwe, Zambia                                                                                     0.0%
 Kafubu Mall, Ndola, Zambia                                                                                     0.5%
 Barclays House Building, Ebene, Mauritius                                                                      0.0%

 PORTFOLIO VACANCY BY GLA                                                                                       8.2%

Note
1: The increased vacancies relates to the strategic exit of an underperforming original tenant which did not provide the optimal tenant mix for the centre. A new
internationally recognised tenant has been sourced and final negotiations are underway.




                                                                         Unaudited for            Unaudited for          Audited for the            Unaudited for
                                                                              the nine              the quarter               year ended          the nine months
   Consolidated statement of                                              months ended                    ended                                             ended
   comprehensive income                                                  31 March 2016            31 March 2016             30 June 2015            31 March 2015
                                                                                     $                        $                        $                        $
   Gross rental income                                                      16,991,077                 6,601,119              13,918,198               10,042,169
   Straight-line rental income accrual                                       1,909,275                   256,678               2,622,295                2,058,688
   Revenue                                                                  18,900,352                 6,857,797              16,540,493               12,100,857
   Income from associates                                                    1,061,130                   782,015                       -                        -
   Property operating expenses                                             (3,065,908)               (1,291,099)             (3,477,760)              (2,889,448)
   Net property income                                                      16,895,574                 6,348,713              13,062,733                9,211,409
   Other income                                                              1,492,496                   892,491                 384,061                   64,898
   Administrative expenses                                                 (3,092,650)               (1,266,736)             (1,711,298)                (946,941)
   Profit from operations                                                   15,295,420                 5,974,468              11,735,496                8,329,366
   Acquisition fees                                                          (893,390)                 (134,977)             (3,291,940)              (2,690,331)
      Acquisition fees - Asset management fees                               (453,050)                 (134,977)             (2,098,563)                        -
      Acquisition fees - Other                                               (440,340)                         -             (1,193,377)              (2,690,331)
   Set-up costs                                                                      -                         -               (829,279)                (673,434)
   Fair value adjustment on investment property                             26,331,475                 9,757,813               4,560,459                8,482,813
   Fair value adjustment on financial instruments                            (525,839)                 (331,970)                       -                        -
   Gain from bargain purchase                                                        -                         -               3,504,523                        -
   Unrealised foreign currency loss                                       (11,464,653)                 3,051,650            (11,803,314)             (12,676,351)
   Realised foreign currency gain/(losses)                                     937,673               (1,912,104)                 551,853                  516,417
   Profit before interest and taxation                                      29,680,686               16,404,907                4,427,798                1,288,480
   Interest income                                                              59,816                    94,262                  91,478                   44,150
   Finance costs                                                           (6,699,437)               (1,407,851)             (3,640,293)              (2,900,524)
   Profit/(loss) for the period before tax                                  23,041,065               15,091,318                   878,983             (1,567,894)
   Current tax expense                                                       (498,320)                (230,373)                  (78,542)                  25,753
   Deferred tax expense                                                      (457,604)                (537,137)                 (617,062)             (3,357,207)
   Profit/(loss) for the period after tax                                   22,085,141               14,323,808                   183,379             (4,899,348)
   (Loss)/profit on translation of functional
   currency                                                               (20,715,479)             (10,670,163)                 (838,254)               1,012,137
   Other comprehensive income                                                        -                        -                        -                     -
   Total comprehensive income/(loss)                                         1,369,662                3,653,645                 (654,875)            (3,887,211)
   Reconciliation of basic earnings and headline
   earnings
   Basic earnings                                                           22,085,141               14,323,808                   183,379            (4,899,348)
   Less: Fair value adjustments on investment
   property (net of deferred taxation)                                    (26,331,475)              (9,757,813)               (4,560,459)            (5,125,606)
   Gain from bargain purchase                                                        -                       -                (3,504,523)                      -
   Headline (loss)/profit attributable to
   shareholders                                                            (4,246,334)                4,565,995               (7,881,603)           (10,024,954)
   Number of shares in issue                                                90,608,538               90,608,538                73,656,447            44,656,447
   Weighted average number of shares *                                      76,669,861               76,669,861                54,717,865            41,271,622
   Earnings per share
   Basic and diluted profit/(loss) per share (cents)                             28.81                    18.68                      0.39               (11.87)
   Headline diluted (loss)/profit per share (cents)                             (5.54)                     5.96                   (16.73)               (24.29)
   Distribution per share
   Distribution per share (cents) – interim                                       6.17                        -                      6.64                  6.64
   Distribution per share (cents) - final (declared
   after 30 June)                                                                    -                        -                      4.65                     -
   Distribution per share (cents) - full year                                     6.17                        -                     11.28                  6.64

                                                                    Unaudited for       Audited for the         Unaudited for
                                                                  the nine months          period ended       the nine months
Consolidated statement of financial                                         ended                                       ended
position                                                            31 March 2016          30 June 2015         31 March 2015
                                                                                $                     $                     $
Assets
Non-current assets
Investment property                                                   244,121,784           210,390,710           145,183,932
 Fair value of property portfolio                                     239,984,588           207,768,415           143,125,244
 Straight line rental income accrual                                    4,137,196             2,622,295             2,058,688
Property, plant and equipment                                             319,566                96,512                90,256
Intangible assets                                                          26,903                 8,774                 6,536
Investment in associates                                               40,573,247                     -                     -
Goodwill                                                                  126,514                     -             5,205,188
Deferred tax                                                              139,773               190,143                     -
Total non-current assets                                              285,307,787           210,686,139           150,485,912
Current assets
Trade and other receivables                                             19,491,527           18,777,294             18,522,150
Other financial assets                                                           -               11,778              7,515,142
Cash and cash equivalents                                               23,714,985            6,565,282              4,069,185
Total current assets                                                    43,206,512           25,354,354             30,106,477
Total assets                                                          328,514,299           236,040,493           180,592,389
Equity and liabilities
Total equity attributable to equity holders
Share capital                                                         156,562,686           127,958,793            87,102,952
Foreign currency translation reserve                                  (21,500,868)             (785,389)             1,065,002
Retained profit / (loss)                                                10,854,858           (2,760,581)           (7,843,313)
Total equity attributable to equity holders                           145,916,676           124,412,823             80,324,641
Liabilities
Non-current liabilities
Interest-bearing borrowings                                           130,781,305            10,490,966             79,315,773
Derivative instruments                                                    504,125                     -                      -
 Deferred tax                                                          1,214,438                807,206              9,244,666
 Total non-current liabilities                                       132,499,868             11,298,172             88,560,439
 Current liabilities
 Interest-bearing borrowings                                          40,161,618             91,165,629                      -
 Trade and other payables                                              9,809,814              8,671,829             11,506,950
 Withholding tax payable                                                       -                 11,893                 60,307
 Current tax payable                                                     126,323                137,756                140,052
 Cash and cash equivalents                                                     -                342,391                      -
 Total current liabilities                                            50,097,755            100,329,498             11,707,309
 Total liabilities                                                   182,597,623            111,627,670            100,267,748
 Total equity and liabilities                                        328,514,299            236,040,493            180,592,389
 Loan to value                                                              51.7%                 45.2%                  51.8%
 Net asset value per share (cents)                                         161.04                168.91                 179.87
 Net asset value per share (excluding deferred 
 taxation) (cents)                                                         162.23                169.75                 200.57




                                                                   Unaudited for                         Unaudited for
                                                                 the nine months    Audited for the    the nine months
                                                                           ended                                 ended
Consolidated statement of cash flows                                                    year ended
                                                                    31 March 2016      30 June 2015      31 March 2015
                                                                                $                 $                  $
Net cash generated/(utilised) from operating
activities                                                             11,777,973      (11,152,988)        (3,796,660)
Dividends paid                                                        (8,469,702)        (2,963,434)                 -
Net cash utilised in investing activities                            (72,767,584)     (202,967,002)       (94,368,289)
Net cash generated from financing activities                           86,951.407       222,656,987         99,359,179
Net movement in cash and cash equivalents                              17,492,094          5,573,563         1,194,230
Cash at the beginning of the period                                     6,222,891            649,328           649,328
Total cash at the end of the period                                   23,714,985          6,222,891          1,843,558


                                                                 Foreign currency
                                                                                           Retained        Total equity
Consolidated statement of                        Share capital         translation
                                                                                           earnings            holders
                                                                          reserve
changes in equity
                                                           $                   $                 $                    $
Unaudited for the nine months ended

31 March 2015
Balance as at 30 June 2014                            864,655              52,865            19,472            936,992
Loss for the period                                         -                   -       (4,899,351)        (4,899,351)
Dividends paid                                              -                   -       (2,963,434)        (2,963,434)
Foreign currency translation reserve movement               -           1,012,137                 -          1,012,137
Shares issued                                     87,941,691                    -                 -        87,941,691
Share issue expenses                              (1,703,394)                   -                 -        (1,703,394)
Balance as at 31 March 2015                       87,102,952            1,065,002       (7,843,313)        80,324,641
Audited for the year ended (3 months)

30 June 2015
Profit for the period                                        -                   -        5,082,732          5,082,732
Dividends paid                                                -                 -                 -                 -
Foreign currency translation reserve movement                 -       (1,850,391)                 -       (1,850,391)
Shares issued                                       42,672,783                  -                 -       42,672,783
Share issue expenses                                (1,816,942)                 -                 -       (1,816,942)
Balance as at 30 June 2015                          127,958,793         (785,389)      (2,760,581)       124,412,824
Unaudited for the nine months ended

31 March 2016
Profit for the period                                         -                 -       22,085,141         22,085,141
Dividends paid                                                -                 -       (8,469,702)       (8,469,702)
Foreign currency translation reserve movement                 -      (20,715,479)                 -      (20,715,479)
Shares issued                                        28,756,446                 -                 -        28,756,446
Share issue expenses                                  (152,553)                 -                 -         (152,553)
Balance as at 31 March 2016                         156,562,686      (21,500,868)       10,854,858       145,916,677
                                  
                                                                    Unaudited for                       Unaudited for
                                                                  the nine months   Audited for the   the nine months
Condensed consolidated segmental                                           ended        year ended              ended
analysis by region                                                 31 March 2016      30 June 2015      31 March 2015
                                                                               $                 $                  $
Profit/(loss) before income tax expense
Morocco1                                                              (1,789,534)       (6,888,969)       (3,499,883)
Mozambique                                                            23,804,229        12,907,229          6,790,595
Mauritius                                                                 133,640       (5,139,276)       (2,932,572)
Zambia                                                                    892,730                 -                 -
                                                                      23,041,065           878,984           358,140
Total assets
Morocco                                                              115,700,971       120,118,086       118,718,424
Mozambique                                                           145,841,510       109,957,954        46,439,298
Mauritius                                                             26,398,571         5,964,453        15,434,667
Zambia                                                                40,573,247                 -                 -
                                                                     328,514,299       236,040,493       180,592,389
Note
1: The loss includes all foreign exchange losses.


                                                                    Unaudited for                       Unaudited for
                                                                  the nine months   Audited for the   the nine months
Condensed consolidated segmental                                            ended      year ended               ended
analysis by sector                                                 31 March 2016      30 June 2015     31 March 2015
                                                                               $                 $                 $
Profit/(loss) before income tax expense
Office                                                                18,852,139        12,907,229          6,790,595
Retail                                                                 2,768,328        (6,888,969)       (3,499,883)
Corporate & Accommodation                                              1,139,468                  -                 -
Light industrial                                                         297,750                  -                 -
Corporate                                                                (16,620)       (5,139,276)       (2,932,572)
                                                                      23,041,065           878,984           358,140
Total assets by value
Office                                                               143,241,864       109,957,954       118,718,424
Retail                                                               168,304,922       120,118,086        46,439,298
Corporate & Accommodation                                              5,024,468         5,964,453        15,434,667
Light industrial                                                       4,077,542                 -                 -
Corporate                                                              7,865,503                 -                 -
                                                                     328,514,299       236,040,493        180,592,389



SUBSEQUENT EVENTS

Shareholders are referred to the announcement dated 17 November 2015 and the Circular and Revised Listing Particulars
posted on 4 April 2016, informing the market that Delta Africa and Pivotal, a JSE listed development focused investment fund,
formed a new strategic relationship that will result (subject to shareholder approval at the meeting scheduled for 6 May 2016) in
Pivotal’s African assets being merged into the Company, which will be renamed Mara Delta Property Holdings Limited (Mara
Delta). Mara Delta will retain its two primary listings on the JSE and the SEM. The existing asset management agreement
between Delta Africa and Freedom Asset Management Limited will be terminated in favour of the internalisation of Delta
Africa’s asset management function and associated management fee.

In terms of the framework agreement entered into between Delta Africa and Pivotal, Delta Africa will acquire Pivotal’s entire
45.5% shareholding in Buffalo Mall Naivasha Limited, a Kenyan retail, commercial and entertainment centre development. The
purchase consideration which amounts to US$ 4.1 million, will be settled through the issue of new Delta Africa ordinary shares to
Pivotal at US$ 1.70 a share. Transfer is expected to take place in May 2016.

In addition, Delta Africa will also acquire Pivotal’s entire shareholding in SB Wings Development Limited (“SB Wings”), a Mauritian
company with a 37.1% shareholding in Oando Wings Development Limited (“Oando Wings”) as its sole asset. Oando Wings is
currently undertaking an office development in Lagos, Nigeria. The transfer of the interest in SB Wings is due to take place on
completion of the development, expected in September 2016.

The purchase consideration, including all amounts owed by SB Wings to Pivotal,                                      amounts     to
US$ 73.2 million and will also be settled through the issue of new Delta Africa ordinary shares to Pivotal.

As part of the agreement, Abland Africa Limited, Carlisle Property Holdings Limited and the Mara Group will be appointed as
promoters to source investment and development opportunities for Mara Delta across the continent.

Delta and Pivotal will add further depth and experience to the Board of Mara Delta with the intention to appoint Jackie van
Niekerk, Dave Savage and Ashish J. Thakkar as non-executive directors after the closing date. Peter Todd will remain as the lead
independent non-executive director to the Board.

The conclusion of the strategic framework agreement is subject to inter alia, Delta Africa shareholder approval. Once concluded,
Pivotal will be a substantial shareholder with Board representation in Delta Africa.

The recent developments in Mozambique concerning the suspension of IMF loans could severely impact the country.
The Group will continue to monitor the situation closely and where possible take appropriate actions to further
mitigate risks.

Other than the items mentioned, no material events have occurred since the reporting date.

OUTLOOK

Notwithstanding the challenging and uncertain environment in which we operate we are confident on the prospects
of the Group's growth and future returns.

Any reference to future financial information included in the financial statements for the nine months ended 31 March 2016 are
the responsibility of the Board and has not been reviewed or reported on by the Group’s external auditors. The forecast growth
is based on assumptions, including assumptions that a stable regional, political and economic environment as well as a stable
global macro-economic environment will prevail.

By order of the Board
Intercontinental Fund Services Limited
Company Secretary
6 May 2016

NOTES

The Group is required to publish interim reports in accordance with the Listing Rule 12.19 of the SEM. Accordingly, this announcement presents
the financial results of the Group in respect of the nine months period from 1 July 2015 to 31 March 2016 and nine month period from 1 July
2014 to 31 March 2015.

The accounting policies which have been applied are consistent with those used in the preparation of the audited financial statements for the
period ended 30 June 2015.

The financial statements for the nine months ended 31 March 2016 have been prepared in accordance with the measurement and recognition
requirements of IFRS, the requirements of IAS 34: Interim Financial Reporting, the SEM Listing Rules, the JSE Listings Requirements and the
Securities Act of Mauritius 2005.

The financial statements have not been reviewed or reported on by the Group’s external auditors.

These financial statements were approved by the Board on 6 May 2016.

Copies of the financial statements and the Statement of direct and indirect interests of each officer of the Group, pursuant to rule 8(2)(m) of the
Securities (Disclosure Obligations of Reporting Issuers) Rules of Mauritius 2007, are available free of charge, upon request at the Company’s
registered address. Contact person: Mr Kesaven Moothoosamy

This communiqué is issued pursuant to SEM Listing Rule 11.3 and 12.20 and section 88 of the Securities Act of Mauritius 2005. The Board accepts
full responsibility for the accuracy of the information contained in this communique. The directors are not aware of any matters or circumstances
arising subsequent to the period ended 31 March 2016 that require any additional disclosure or adjustment to the financial statements.

Delta Africa directors: Sandile Nomvete (chairman), Greg Pearson*, Bronwyn Anne Corbett*, Peter Todd (lead independent),
Maheshwar Doorgakant, Chandra Kumar Gujadhur, Ian Macleod and Leon van de Moortele*
(*executive director)
Company secretary of Delta Africa: Intercontinental Fund Services Limited
Registered address of Delta Africa: Level 5, Alexander House, 35 Cybercity, Ebene, 72201, Mauritius
Transfer secretary (South Africa) of Delta Africa: Computershare Investor Services Proprietary Limited
Registrar and transfer agent (Mauritius) of Delta Africa: Intercontinental Secretarial Services Limited
Corporate advisor and JSE Sponsor of Delta Africa: PSG Capital Proprietary Limited
SEM sponsor of Delta Africa: Capital Markets Brokers Limited

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