Wrap Text
Reviewed summarised interim financial statements for 3 & 12 months ended 30 June 2016, withdrawal of cautionary
Rockcastle Global Real Estate Company Limited
Incorporated in the Republic of Mauritius
Reg no 108869 C1/GBL
ISIN MU0364N00003
Primary listing SEM (SEM code Rock.N0000) and JSE (JSE code ROC)
(“Rockcastle” or “the Company” or “the Group”)
REVIEWED SUMMARISED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the three and twelve months ended 30 June 2016 AND WITHDRAWAL OF CAUTIONARY
DIRECTORS’ COMMENTARY
1 STRUCTURE AND LISTING
Rockcastle is a Category One Global Business Licence Company registered in
Mauritius. The Company has primary listings on both the Stock Exchange of
Mauritius Ltd (“SEM”) and the Johannesburg Stock Exchange (“JSE”). Its
objectives are investing in direct property in Central and Eastern Europe
as well as listed real estate securities globally.
Shareholders were provided with the option of electing to receive shares
in lieu of cash for the six months ended 31 December 2015 interim
dividend. Over 90% opted to take the scrip dividend resulting in the issue
of 18.45 million new shares.
2 DISTRIBUTABLE EARNINGS
The Board has declared a dividend of 4.782 USD cents per share for the six
months ended 30 June 2016. This represents an increase of 8.2% over the
comparable prior period and is within the guidance of between 8% and 10%.
3 OPTION TO RECEIVE A SCRIP DIVIDEND
Subject to final regulatory approvals, shareholders will be given the
option to receive their dividend either in cash or as a scrip dividend at
a ratio of 1.937 new shares for every 100 shares held.
A circular containing details of this election, accompanied by
announcements on the Stock Exchange News Service (“SENS”) of the JSE as
well as the website of the SEM will be issued in due course.
4 COMMENTARY
Global property markets have continued to show strong momentum although
there are numerous signs of easing in the developed economies. Uncertainty
is set to remain heightened and therefore volatility can be expected to
continue for a prolonged period.
The result of the UK’s EU referendum worsened sentiment significantly
across the region with the decline most pronounced in the depreciation of
the British pound and the valuation of UK REITs. The pound fell to a 31-
year low to the US dollar and continues to trade at this level as a result
of the structural uncertainty of the UK’s unprecedented exit from the
European Union. Another consequence of this surprising result by UK voters
is that the interest rate regime is now certain to remain lower for longer
supporting demand for all higher yielding investments. With many equity
markets, especially the US, now at all-time highs valuations are
vulnerable to a correction. In addition, the extraordinary political
environment prevailing globally means that investors remain more cautious
and bearish than normal.
Both global real estate listed companies, with the notable exception of
those in the UK, and bonds are trading at historically low yields. Direct
property asset capitalisation rates will therefore also compress further
but this may not happen across all asset classes. Secondary assets will
continue to trade at widening discounts to those of premium assets in
primary markets.
Rockcastle’s net asset value per share increased from USD1.46 to USD1.70
for the 12-month period ended 30 June 2016 mainly as a result of the
appreciation of the listed securities portfolio. The Company continues to
focus on growing its net asset value and its dividend-paying capacity for
the 2016 financial year.
The Company’s strategy to focus on investing in direct properties and
developments has resulted in these assets increasing from approximately
17% to 23% of total investment assets during the six-month period. An
additional USD140 million was invested in retail property in the Czech
Republic and Poland in the last 6 months. The increase in exposure to
direct property provides the Company with the flexibility to concentrate
its listed security portfolio on a core number of property stocks that
meet Rockcastle’s distribution growth, market capitalisation and liquidity
requirements.
LISTED SECURITY PORTFOLIO
Management’s proactive decision in Q1 of 2016 to reduce gearing as well as
the Company’s investment bias towards the US, UK and European markets has
provided substantial protection from market volatility. This was most
evident in the aftermath of the UK’s EU Referendum result crisis where the
defensive positioning of the portfolio proved its quality.
The listed security portfolio is focused on large, liquid counters which
dominate their markets and consistently outperform their competitors.
Investments in Singapore and Australia were sold down and proceeds rotated
into Europe and the UK as well as into direct assets in Poland and the
Czech Republic. Rockcastle’s investments in UK REIT’s, Hammerson, British
Land and Land Securities were negatively affected by the market’s reaction
to the unexpected result of the UK’s EU Referendum, however the Company’s
strategy to match underlying gearing against these investments in base
currency resulted in a more muted currency impact. Subsequent to the
reporting period the prices of these companies have largely recovered and
Rockcastle has been able to take advantage of this temporary depreciation
to increase its investment in these counters at attractive prices.
Management maintain their view that these companies will continue to
provide consistent distribution growth.
The low levels of gearing currently being maintained by the Company are in
anticipation of several large direct property acquisitions anticipated to
be completed by the end of 2016.
Listed security portfolio composition
Geographical profile by market value
USA 62,0%
UK 24,2%
Europe 12,4%
Singapore 1,4%
Sectoral profile by market value
Retail 59,8%
Industrial 12,8%
Healthcare 9,0%
Residential 8,0%
Hotel 6,5%
Other/Diversified 3,9%
Listed security portfolio composition
The following table indicates the Group’s top 10 investment holdings by
market value as at 30 June 2016:
Company Sector Jurisdiction Market value as
at June 2016
(USD Million)
Simon Property Retail USA 377.4
Hammerson Retail UK 372.6
Unibail Rodamco Retail Europe 229.6
Prologis Inc Industrial USA 226.6
Ventas Inc Healthcare USA 167.5
Avalonbay Communities
Inc Residential USA 147.2
Host Hotels &
Resorts Inc Hotel USA 119.3
KIMCO Retail USA 103.6
Land Securities Group Other/Diversified UK 38.0
British Land Co plc Other/Diversified UK 34.1
DIRECT PROPERTY
Central and Eastern Europe
During the last six months the Company has continued to expand its CEE
executive management team and to apply the relevant asset management
efficiencies and value creation strategies to its existing retail centres
acquired in late 2015. Positive benefits from this operational rollout are
already evident in the turnovers and financial results of the assets. The
combined value of the Company’s existing assets in Poland and the Czech
Republic is now approximately USD519 million and represents a substantial
deployment of capital to our direct property portfolio.
Rockcastle’s recent entry into the retail sector in the Czech Republic
represents a significant milestone in the Company’s ambitions to extend
its reach into other countries in the region. Although Warsaw is intended
to be the operational headquarters of the region, various asset management
and leasing resources will be allocated in-country.
Numerous opportunities in Poland, the Czech Republic and Hungary enable
the Company to leverage off this operational platform. The focus continues
to be on established assets as well as increasing the development pipeline
to position the business advantageously for the future. Substantial
additional capital is expected to be invested in the region as a result of
these initiatives.
Updates on Acquisitions and Developments
Forum Liberec Shopping Centre – Czech Republic
In June 2016, Rockcastle concluded an agreement with Tesco Holdings B.V.
and Tesco Stores a.s. to acquire the Forum Liberec shopping centre. The
shopping centre has a GLA of 46 816m2 and opened for trading in February
2009. Liberec is one of the largest cities in the country, has a
population of over 100 000 and is the centre of the Liberec region which
has approximately 440 000 inhabitants. It benefits from well-developed
infrastructure and is a popular tourist destination.
With an annual footfall of over 12 million, Forum Liberec has the highest
footfall in the region and it is located in the city centre with excellent
public transport connectivity.
The shopping centre is tenanted by strong retailers including: Cinema
City, C&A, Datart, Gant, H&M, Lindex, New Yorker, Nord Blanc, Norma,
ProBest, Reserved, Sportissimo, Tesco and Tiger. Management believes that
the tenant profile can be further strengthened which will enhance the
mall’s dominance and enable it to grow its income into the future. A
substantial refurbishment and new retail leasing plan will be executed in
the next 12-18 months.
The aggregate purchase price was approximately EUR80 million.
Platan Retail Park – Poland
On 1 June 2016, Rockcastle concluded a transaction to purchase the retail
park adjoining Platan Shopping Centre in Zabrze, Poland (“Platan”). The
Retail park has a GLA of 3 277m2 and is situated on 11 026m2 of land. This
acquisition will enable Rockcastle to extend Platan’s GLA from 25 336m2 to
approximately 37 000m2 in order to meet tenant demand. The various permits
and planning approvals required have been applied for and are expected to
be granted in mid-2017.
The purchase price was approximately EUR4.8 million.
Developments
Galeria Wolomin
The development, located in the City of Wolomin 30km outside Warsaw, is
scheduled to be opened in October 2016. The retail centre which is
expected to be 95% let on opening will be 25 000m2, will be anchored by a 5
691m2 Carrefour hypermarket and tenants include CCC, Cropp, H&M, KFC,
Martes Sport and Reserved. Due to tenant demand construction will start on
the second phase of the development (Retail Park) of 6 500m2 which is
expected to be completed in Q1 of 2017. Road and infrastructure upgrades
in progress by the local authorities are scheduled to be completed in
March 2017 and are expected to substantially benefit the shopping centre
and its catchment area. The completed development cost will be EUR50
million at a budgeted initial yield of 8%. The centre was re-designed
after acquisition to accommodate the construction of a cinema and
extension of the food court to cater for tenant demand.
Galeria Tomaszow
The Group’s 85% owned 18 500m2 retail project being developed in the city
of Tomaszow Mazowiecki, 120km south west of Warsaw, will open in October
2016. The mall will be 95% let at opening and anchored by French grocer
Intermarche and tenants include CCC, Cropp, Deichmann, H&M, House, Pepco,
Reserved, Rossmann, RTV EURO AGD and Sinsay. The original size of the
centre has been increased to accommodate a cinema operator which is
expected to enhance the leisure and lifestyle offering. The completed
development cost is expected to be EUR30 million representing a projected
initial yield of 9%.
Existing shopping centres
The shopping centres acquired in late 2015 namely, Karolinka, Platan,
Pogoria and Solaris have a combined retail GLA of approximately 150 000m2
and offer potential expansion opportunities of at least 40 000m2 in the
future. All have shown a marked improvement in tenant turnovers in 2016
and their performances are expected to benefit from strong Polish retail
sales growth as well as numerous asset management strategies currently
being implemented. Extension and refurbishment plans for all centres are
currently progressing and it is expected that construction work at Platan
and Solaris will commence in Q3 of 2017.
ZAMBIA
During the six-month period, the 26 000m2 GLA Cosmopolitan Mall in Lusaka,
Zambia opened. Rockcastle acquired its 50% interest in the centre at a
yield of 9.5% on completion. The mall is anchored by Game and Shoprite,
and includes Ackermans, Edgars, Foschini, Innscor, Jet, Mr Price, Pep,
Truworths and Woolworths as tenants. On 24 June 2016 an agreement to sell
Rockcastle’s 50% effective interest in the mall was entered into with Mara
Delta Property Holdings Limited. The sale is subject to competition
commission approval in Zambia as well as Mara Delta Property Holdings
Limited obtaining shareholder approval. These conditions must be met by 28
October 2016 and Rockcastle has received a non-refundable deposit of USD3
million towards the transaction proceeds.
5 POST RESULTS ACQUISITIONS
BONARKA CITY CENTRE (KRAKÓW, POLAND)
Rockcastle has concluded a preliminary agreement with Trios Dutch Holdings
B.V. to acquire Bonarka City Center Sp. z o. o. and Energit Sp. z o. o.,
the owner and energy management company respectively of Bonarka City
Centre situated in Kraków, Poland. The shopping centre, with a GLA of 92
425m2, 20 620 m2 of which is owned under separate ownership by Auchan,
opened for trading in 2009.
Kraków is the second largest city in Poland with a population of 760 000
and a regional catchment area of 1.1 million people. It is the main
tourist city in Poland and benefits from the influx of 10 million tourists
p.a. and an international airport which handles 4.2 million people p.a.
The City’s local authority is ranked A- by S&P, which is the highest
achieved score by any local authority in Poland. It has an unemployment
rate of 5%, being half the national average and its economy is geared
towards high technologies and modern business services. Kraków ranked 1st
in Europe and 9th in the world in the best locations for service centres
category in a recent international survey. It has the lowest retail
density compared to other major polish cities and is second only to Warsaw
in average vacancy rates.
With an annual footfall of over 14.5 million people in 2015, Bonarka is
the largest retail centre in the catchment area. It is located in a
dominant location in the South of Kraków with excellent access on to major
motorways. The shopping centre is anchored by Auchan and tenanted by 270
retailers including C&A, CCC, Deichmann, H&M, Leroy Merlin, Mango,
Megasport, New Yorker, Peek & Cloppenburg, Reserved, TK MAXX, ZARA and
Cinema City (20 screens). It offers customers a choice of 30 restaurants
and cafes and provides 3 200 parking spaces. It has produced consistent
growth in footfall and turnovers since opening and a below market average
rent-to-sales ratio.
The aggregate purchase price of approximately EUR361 million is subject to
a closing balance reconciliation on the effective date, being the date on
which the various conditions precedent have been fulfilled or waived, and
represents an acquisition yield of 5.4%. It will be settled by the taking
over of existing financing arrangements in place of EUR191 million and the
balance from Rockcastle's existing cash resources. The transaction is
subject to various conditions precedent. The transaction is categorised as
a category 2 transaction in terms of the JSE Listings Requirements and is
considered as an acquisition in the ordinary course of business of
Rockcastle and will not trigger the provisions of Chapter 13 of the SEM
listing rules.
AVIVA-FOCUS PORTFOLIO
Rockcastle has concluded preliminary agreements with Focus Park Zielona
Góra Sp. z.o.o. and Focus Park Piotrków Trybunalski Sp. z.o.o. to acquire
the shopping centres known as Focus Park Zielona Góra and Focus Mall
Piotrków Trybunalski.
1. FOCUS PARK – ZIELONA GÓRA, POLAND
The shopping centre, with a GLA of 26 800m2 opened for trading in 2008 and
is the largest retail destination in the town. Zielona Góra is a city with
a population of 138 000 inhabitants and is a joint-capital city of the
region populated by over 1 million inhabitants. It is one of two places in
Poland with wine grape cultivation and has a university and a College of
International Trade and Finance with 18 000 students studying in the city.
It has one of the lowest unemployment rates in Poland of only 6.8% against
the national average of approximately 9%.
Zielona Góra is located approximately 410 kilometres to the west of
Warsaw. It is linked to the national motorway system via S3 express road
connecting to Berlin and Warsaw. Focus Park is located in the south
western fringe of the town centre at the crossing of inner city bypass
road allowing for convenient access to the centre by public access and
car. The Property is served by an adjacent open-air car park offering 950
spaces.
The two story centre benefits from a balanced footfall with the main
pedestrian access situated on the northern side of the bottom level and
the car park access on the southern side of the upper level as a result of
the favourable slope of the land. Being the only modern retail destination
in town, Focus Park experiences rolling vacancy only from permanent lease
renewals. It has an annual footfall of 5.4 million people and 0.8% vacancy.
Key tenants include Alma, Bershka, C&A, CCC, Deichmann, Empik, H&M, New
Yorker, Reserved, Rossmann, Smyk, Cinema City, KFC & McDonalds.
The site allows for a shopping centre extension of approximately 12 000m2
GLA, which can be increased, if favourable changes in the local master
plan are introduced. It is Rockastle’s intention to apply for the
necessary permits approvals to undertake the extension which is being
driven by high tenant demand.
2. FOCUS MALL – PIOTRKÓW TRYBUNALSKI, POLAND
Situated in central Poland, Piotrków Trybunalski with 75 608 inhabitants
is the second largest city in the Lódzkie Voivodeship. Focus Mall was
opened in 2009 and remains the only modern 3rd generation retail
destination in town. The centre offers 35 168m2 GLA divided across two
retail levels.
Located on the crossing of A1 motorway and S8 expressway just 50 km to the
south of Lódz and 150 km to the south-west of Warsaw, Piotrków is the key
warehouse and logistic hub in Poland. Due to the well-developed road
network Piotrków’s location allows for fast and convenient access to main
cities and industrial regions in Poland.
The biggest distribution centres in Piotrków area are, Prologis Park, IKEA
Distribution Centre, Logistic City and Poland Central.
Focus Mall is located on the western fringe of the city in the centre of a
dense residential area comprising high-rise blocks of flats. The property
is serviced by 8 out of the 11 bus lines operated by the local public
transport authority, which allows non-motorized customers very convenient
access to the shopping centre. Main pedestrian access is located on the
ground level, whereas the footfall on the upper level is supplied by the
multilevel car park situated at the western side of the property.
The property currently has a high vacancy rate of 14% which is explained
by the imminent conversion of the anchor grocer to a larger store format.
Key anchors in the centre include Tesco, CCC, C&A, H&M, Martes Sport, New
Yorker, Pepco, Reserved, Rossmann, Smyk, KFC and Helios Cinema.
The aggregate purchase price of the portfolio is approximately EUR161
million and is subject to closing balance reconciliation on the effective
date, being the date on which the various conditions precedent have been
fulfilled or waived, and represents an average acquisition yield of 6.5%.
It will be settled from Rockcastle's existing cash resources. The
transaction is subject to various conditions precedent usually associated
with transactions of this nature.
The transaction is categorised as a category 2 transaction in terms of the
JSE Listings Requirements and is considered as an acquisition in the
ordinary course of business of Rockcastle and will not trigger the
provisions of Chapter 13 of the SEM listing rules.
WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the cautionary announcements released on 28
May 2016 and 27 June 2016 and are advised that caution is no longer
required to be exercised when dealing in the Company’s securities.
CAPITAL STRUCTURE AND HEDGING
In addition to its direct holdings in shares, Rockcastle utilises equity
derivatives in its portfolio. Rockcastle also utilises interest rate swaps
and caps to hedge its interest rate exposures. The principal
counterparties are Morgan Stanley and Bank of America Merrill Lynch.
During the period a new prime brokerage relationship was launched with
Goldman Sachs on competitive terms. This further mitigates the effects of
counterparty concentration risk to the portfolio. The Group does not hedge
its capital positions but continues to utilise gearing against the
purchase of counters in the currency in which that stock is denominated.
The Company has hedged out approximately 90% of its distributable income
currency exposure.
Current interest rate and cap hedges are as follows:
Interest rate swaps and caps Equivalent amount
expiry (financial year) USD’000 Average swap rate
Dec 2018 80 360 0.73%
Dec 2019 80 361 0.78%
Dec 2020 61 714 0.82%
Dec 2021 44 421 0.53%
Dec 2025 243 754 1.94%
510 610 1.31%
Direct property
Rockcastle continues employ a strategy of acquiring assets from its equity
pool and later refinancing with in-country bank funding. To this end, in
August 2016 Rockcastle has concluded an agreement of a 5-year facility of
EUR163.6 million with a syndicate of banks including ING Bank (Poland),
Deutsche Pfandbriefbank and Helaba that is secured against Karolinka
Shopping Centre, Pogoria Shopping Centre and Platan Shopping Centre and
has been fully hedged at an all-in cost below 1.75%. The facility is ring-
fenced to the property-owning entities with no recourse to the Rockcastle
parent balance sheet. The facility proceeds are earmarked for Rockcastle’s
new acquisitions.
Rockcastle’s loan to value ratio was 33.9% as at 30 June 2016.
6 SUMMARY OF FINANCIAL PERFORMANCE
Jun 2016 Dec 2015 Jun 2015 Dec 2014
Dividend/
distribution
per share 4.782 USD cents 4.6310 USD cents 4.42 USD cents 4.28 USD cents
Shares in
issue (‘000) 930 994 912 540 847 862 769 700
Net asset value
per share USD 1.70 USD 1.56 USD 1.46 USD 1.50
Loan to value
ratio* 33.9% 41.6% 46.9% 37.8%
* The loan to value ratio is calculated by dividing net interest-bearing
borrowings less cash by investment property, listed securities and loans
receivable.
7 CHANGE IN FINANCIAL YEAR-END
As announced on SENS and on the website of the SEM on 21 December 2015,
Rockcastle has changed its financial year-end from 30 June to 31 December.
The reason for the change is to better align the Company with the
reporting deadlines of investors and the market in which the Company
operates. The change in year-end will not affect Rockcastle’s distribution
period which will continue to be for the six months ending 30 June and 31
December. Shareholders are referred to the announcement released on 21
December 2015 for further information.
8 CHANGES TO THE BOARD
With effect from 1 August 2016, Marek Noetzel has been appointed to the
Board as an executive director.
9 OUTLOOK
The board forecasts growth in dividends of between 11% and 13% for the
six-month period to 31 December 2016 compared to the same period in 2015.
The aforegoing forecast statement and the forecasts underlying such
statement are the responsibility of the Board and have not been reviewed
or reported on by the Group’s external auditors. The forecast is based on
the assumptions that a stable global macro-economic environment will
prevail and no failures of listed REITs will occur.
By order of the Board Company Secretary
Intercontinental Trust Limited Mauritius – 11 August 2016
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Reviewed as at Audited as at
30 Jun 2016 30 Jun 2015
ASSETS USD'000 USD'000
Non-current assets 2 421 613 2 295 139
Investment property 466 982 58 708
Straight-lining of rental revenue adjustment 39 415
Investment property under development 55 328 7 436
Listed security investments 1 841 226 2 161 724
Property, plant and equipment 159 -
Investment in and loans to joint ventures 31 619 41 727
Rockcastle management incentive loans 26 260 25 129
Current assets 31 648 31 366
Investment income receivable 5 847 7 589
Cash and cash equivalents 16 355 3 035
Trade and other receivables 9 446 15 410
Loans to development partners - 5 332
Total assets 2 453 261 2 326 505
EQUITY AND LIABILITIES
Total equity attributable to equity holders 1 578 817 1 241 128
Stated capital 1 351 387 1 180 670
Retained income 411 383 183 601
Non-distributable reserves (186 429) (123 947)
Currency translation reserve 2 476 804
Minority interest 116 -
Total equity 1 578 933 1 241 128
Total liabilities 874 328 1 085 377
Non-current liabilities 55 266 16 614
Interest-bearing borrowings 55 266 16 614
Current liabilities 819 062 1 068 763
Trade and other payables 37 813 4 966
Interest-bearing borrowings 780 878 1 063 777
Income tax payable 371 20
Total equity and liabilities 2 453 261 2 326 505
Total number of shares in issue 930 994 319 847 862 018
Net asset value per share (USD) 1,70 1,46
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Reviewed Audited Unaudited Unaudited
for the for the for the for the
twelve months twelve months three months three months
ended ended ended ended
30 Jun 2016 30 Jun 2015 30 Jun 2016 30 Jun 2015
USD’000 USD’000 USD’000 USD’000
Net rental and
related revenue 16 592 1 992 6 255 1 740
Recoveries and contractual
rental revenue 21 602 2 240 8 149 1 988
Straight-lining of rental
revenue adjustment 39 415 39 415
Rental revenue 21 641 2 655 8 188 2 403
Property operating
expenses (5 049) (663) (1 933) (663)
Dividends received
from listed security
investments and
related income 80 249 77 931 30 251 27 647
Income from
joint ventures 1 364 5 892 755 5 136
Fair value gain/(loss)
on investment
property and
listed security
investments 188 635 20 727 34 664 (231 277)
Adjustment resulting
from straight lining
of rental revenue (39) (415) (39) (415)
Fair value gain on
investment property 4 822 - 4 822 -
Fair value gain/(loss)
on listed security
investments 183 852 21 142 29 881 (230 862)
Foreign exchange
gain/(loss) 12 969 (77 935) 5 652 1 626
Operating expenses (2 712) (2 994) (406) (1 429)
Profit/(loss) before net
finance costs 297 097 25 613 77 171 (196 557)
Net finance
(costs)/income (51 591) (15 461) (12 068) 18 684
Finance income 2 424 2 363 410 470
Interest received 2 424 2 363 410 470
Finance costs (54 015) (17 824) (12 478) 18 214
Interest on borrowings (19 720) (11 913) (4 745) 721
Capitalised interest 1 473 179 995 179
Unrealised fair value
(loss)/gain on
interest rate
derivatives (35 768) 5 331 (8 728) 17 323
Unrealised fair value
loss on bond shorts - (11 421) - (9)
Profit/(loss) before
income tax expense 245 506 10 152 65 103 (177 873)
Income tax expense (376) (20) 394 393
Profit/(loss) for the
period attributable
to equity holders of
the company 245 130 10 132 65 497 (177 480)
OTHER COMPREHENSIVE INCOME NET OF TAX
Items that may be reclassified subsequently to profit or loss
Exchange differences on
translation of foreign
operations 1 672 804 9 180 804
Total comprehensive
income/(loss)
for the period 246 802 10 936 74 677 (176 676)
Profit for the period
attributable to:
Equity holders of
the company 245 309 10 132 65 669 (177 480)
Minority interest (179) - (172) -
245 130 10 132 65 497 (177 480)
Total comprehensive income/(loss)
for the period attributable to:
Equity holders of
the company 247 103 10 936 74 957 (176 676)
Minority interest (301) - (280) -
246 802 10 936 74 677 (176 676)
Weighted average number
of shares in issue 904 807 699 772 800 853 930 994 319 847 862 018
Basic earnings/(loss)
per share* from
continuing operations
(USD cents) 27,11 1,31 7,05 (20,93)
Headline earnings/(loss)
per share* from
continuing operations
(USD cents) 26,66 0,69 6,54 (21,50)
*Rockcastle has no dilutionary instruments in issue.
RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS
Reviewed for the Audited for the
twelve months twelve months
ended ended
30 Jun 2016 30 Jun 2015
USD'000 USD'000
Basic earnings – profit for the
period attributable
to equity holders 245 309 10 132
Adjusted for:
- fair value gain on investment property (4 822) -
- fair value adjustment on sale of
interest in joint ventures 706 -
- fair value gain on investment property
of joint ventures - (4 814)
Headline earnings 241 193 5 318
Headline earnings per share (USD cents) 26,66 0,69
Rockcastle has no dilutionary instruments in issue.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Stated Retained Minority
capital income interest
USD’000 USD’000 USD’000
Audited for the
twelve months
ended 30 June 2015
Opening balance 871 154 131 714 -
Issue of shares 277 242 -
Dividends declared 32 274 (62 508)
Exchange differences
on translation of
foreign operations
Profit for the period 10 132
Transfer to non-distributable
reserves 104 263
Balance at
30 June 2015 1 180 670 183 601 -
Reviewed for the
twelve months
ended 30 June 2016
Opening balance 1 180 670 183 601 -
Shares issued and
cum distribution
portion on issue
during the period 94 783 3 378
Dividends declared 75 934 (81 730)
Equity contributed
by minorities 295
Reclassification of
exchange differences
on joint ventures on
sale of investments (1 657)
Exchange differences
on translation of
foreign operations
Profit for the period 245 309 (179)
Transfer to non-distributable
reserves 62 482
Balance at
30 June 2016 1 351 387 411 383 116
Non-distri- Currency
butable translation
reserves reserve Total
USD'000 USD'000 USD'000
Audited for the
twelve months
ended 30 June 2015
Opening balance (19 684) - 983 184
Issue of shares - - 277 242
Dividends declared (30 234)
Exchange differences
on translation of
foreign operations 804 804
Profit for the period 10 132
Transfer to non-distri-
butable
reserves (104 263) -
Balance at
30 June 2015 (123 947) 804 1 241 128
Reviewed for the
twelve months
ended 30 June 2016
Opening balance (123 947) 804 1 241 128
Shares issued and
cum distribution
portion on issue
during the period 98 161
Dividends declared (5 796)
Equity contributed
by minorities 295
Reclassification of
exchange differences
on joint ventures on
sale of investments (1 657)
Exchange differences
on translation of
foreign operations 1 672 1 672
Profit for the period 245 130
Transfer to non-distributable
reserves (62 482) -
Balance at
30 June 2016 (186 429) 2 476 1 578 933
RECONCILIATION OF PROFIT FOR THE PERIOD TO DIVIDEND DECLARED
Reviewed Audited
for the twelve for the twelve
months ended months ended
30 Jun 2016 30 Jun 2015
USD'000 USD'000
Profit for the period 245 130 10 132
Foreign exchange (gain)/loss (12 969) 77 935
Fair value loss on bond shorts - 11 421
Fair value gain on investment property (4 822) -
Fair value gain on listed
security investments (183 852) (21 142)
Unrealised fair value loss/(gain)
on interest rate derivatives 35 768 (5 331)
Dividends received from listed security
investments and related income (80 249) (77 931)
Accrued income from listed securities
investments 85 229 76 962
Loss/(income) from joint ventures 706 (5 892)
Distributable income from joint ventures - 1 163
Adjustment to taxation for accrued income 28 -
Shares issued cum dividend 1 632 3 102
Minority interest 179 -
Distributable earnings for the period 86 780 70 419
Less:
Interim dividend declared (42 260) (32 943)
Final dividend declared (44 520) (37 476)
- -
CONSOLIDATED STATEMENT OF CASH FLOWS
Reviewed for the Audited for the
twelve months ended twelve months ended
30 Jun 2016 30 Jun 2015
USD'000 USD'000
Cash inflow from operating activities 91 251 53 759
Cash inflow/(outflow) from
investing activities 74 734 (751 235)
Cash (outflow)/inflow from
financing activities (152 665) 700 025
Increase in cash and cash equivalents 13 320 2 549
Cash and cash equivalents at
beginning of period 3 035 486
Cash and cash equivalents at end of period 16 355 3 035
Current accounts 16 355 3 035
NOTES
1 PREPARATION, ACCOUNTING POLICIES AND AUDIT OPINION
The Group is required to publish financial results for the three months
and the twelve months ended 30 June 2016 in terms of the Listing Rule
12.19 of the SEM. Accordingly, this announcement presents the financial
results of the Group in respect of the period from 1 April 2016 to 30 June
2016, the period from 1 July 2015 to 30 June 2016 as well as the
comparative results from the prior period.
The accounting policies which have been applied are consistent with those
used in the preparation of the audited financial statements for the year
ended 30 June 2015. Non-distributable reserves arise from any accumulated
losses pertaining to changes in the fair value of the assets and
liabilities in the Group on a US Dollar basis. The Group does not consider
such reserves to be distributable.
The reviewed summarised consolidated interim financial statements
(“financial statements”) for the three months and the twelve months ended
30 June 2016 have been prepared in accordance with the measurement and
recognition requirements of IFRS, the requirements of IAS 34: Interim
Financial Reporting, the JSE Listings Requirements, the SEM Listing Rules
and the Securities Act of Mauritius 2005.
BDO & Co have reviewed these financial statements for the twelve months
ended 30 June 2016. A copy of their review report is available for
inspection at Rockcastle’s registered address.
These financial statements were approved by the Board on 11 August 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 Rockcastle’s
registered address.
Contact person: Mrs Smitha Algoo.
This communiqué is issued pursuant to SEM Listing Rule 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 these
financial statements. The directors are not aware of any matters or
circumstances arising subsequent to the period ended 30 June 2016 that
require any additional disclosure or adjustment to the financial
statements.
2. SEGMENTAL ANALYSIS
Reviewed Audited
for the twelve for the twelve
months ended months ended
30 Jun 2016 30 Jun 2015
USD'000 USD'000
Profit before income tax expense
Australia 10 614 28 843
Canada (3 263) 1 940
Europe (includes direct
property related items) 24 471 20 976
UK (58 727) 11 944
Hong Kong (3 793) 10 221
Singapore (9 263) 27 339
USA 270 960 (19 242)
Zambia (1 364) 5 892
Corporate 15 871 (77 761)
245 506 10 152
Reviewed Audited
as at as at
30 Jun 2016 30 Jun 2015
USD'000 USD'000
Total assets
Australia - 69 835
Canada - 105 231
Europe 767 193 276 235
UK 449 766 376 507
Hong Kong - 91 756
Singapore 25 325 199 308
USA 1 150 410 1 135 445
Zambia 31 619 41 727
Corporate 28 948 30 461
2 453 261 2 326 505
Directors
Mark Olivier (chairman); Spiro Noussis (CEO)*; Nick Matulovich*;
Barry Stuhler; Rory Kirk; Andre van der Veer; Yan Ng; Karen Bodenstein*:
Marek Noetzel*(*executive director)
Company secretary
Intercontinental Trust Limited
Registered address C/o Intercontinental Trust Limited, Level 3, Alexander
House, 35 Cybercity, Ebene, 72201, Mauritius
Transfer secretary in South Africa
Link Market Services South Africa Proprietary Limited
JSE sponsor
Java Capital
SEM authorised representative and sponsor
Perigeum Capital Limited
www.rockcastleglobal.com
12 August 2016
Date: 12/08/2016 07:05:00 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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