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Unaudited consolidated financials for the 3 and 9 months ended 30 June 2016, changes to the board and SEM sponsor
GREENBAY PROPERTIES LIMITED
(previously Green Flash Properties Ltd)
Incorporated in the Republic of Mauritius
Reg no C124756 C1/GBL & ISIN MU0461N00007
Primary listing SEM (SEM share code: GFP.N0000) and secondary listing AltX
JSE (JSE share code: GRP)
(“Greenbay” or “the Company” or “the Group”)
CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
for the three and nine months ended 30 June 2016, changes to the board of
directors and change in SEM authorized representative and sponsor.
DIRECTORS’ COMMENTARY
Greenbay is a Category One Global Business Licence company registered in
Mauritius. The Company has a primary listing on the Stock Exchange of
Mauritius Ltd (“SEM”) and a secondary listing on the Alternative Exchange
(“AltX”) of the Johannesburg Stock Exchange Ltd(“JSE”). It invests in
global direct and listed real estate as well as in listed infrastructure
companies.
Greenbay successfully raised GBP173 million by issuing 3 333 333 333
shares at 5,2 GBP pence per share in a substantially oversubscribed
private placement on the SEM and JSE during June 2016. As a result, the
number of shareholders increased significantly and the trading liquidity
of the Company’s shares has improved.
The Board has not declared a dividend for the quarter ended June 2016. The
Company will consider and declare dividends on a semi-annual basis
in March and September.
DIRECT REAL ESTATE
The Board agreed to acquire the Planet Tuš shopping centre situated in
Koper, Slovenia for EUR56 million at a yield of 8%. This 31 625m2 GLA
shopping centre opened for trading in 2010. All conditions precedent have
been met and transfer of the property is anticipated to take place at the
end of August 2016.
Greenbay concluded an agreement with Tivoli Projekt d.o.o. to acquire
9 932m2 of zoned land for development. The land is situated in Ljubljana,
Slovenia and will be developed into a multi-purpose development comprising
127 premium apartments, 3 257m2 of high street retail and 3 864m2 of A-
grade offices. The completed project is estimated to cost EUR70 million
with an estimated internal rate of return of 15%. Construction is
scheduled to commence during September 2016.
LISTED INVESTMENT
Greenbay’s listed portfolio is well diversified with a focus on real
estate and infrastructure investments. During the period, the Company
established a prime broking relationship with Bank of America Merrill
Lynch.
Sectoral profile by market value
Infrastructure 43,6%
Real Estate 56,4%
Geographical profile by market value
USA 51,6%
Europe 22,3%
UK 14,7%
Canada 6,7%
Singapore 3,6%
Australia 1,1%
Greenbay is a GBP denominated company whilst its investment portfolio is
denominated in numerous currencies and is not hedged. The capital raised
was only partially invested at the time of Brexit which provided an
opportunity to invest at attractive prices. As a result, the NAV increased
to 5,72 GBP pence per share at June 2016 and further to 6,04 GBP pence at
July 2016. Markets, however, remain volatile.
Greenbay’s loan-to-value ratio was 4.2% at June 2016. The Board’s policy
is not to exceed a loan-to-value ratio of 35%.
SUMMARY OF FINANCIAL PERFORMANCE
Jun 2016 Sep 2015 Jun 2015
Shares in issue 3 358 333 333 15 234 790 7 396 040
Net asset value per share
(GBP pence) 5,72 6,37 6,68
Loan-to-value ratio* 4,2% 34,8% 49,2%
* The loan-to-value ratio is calculated by dividing interest-bearing
borrowings adjusted for cash on hand by the total of investments in
property, listed securities and loans advanced.
CHANGES TO THE BOARD
The following changes to the Board of directors were effected:
– Mr Mark Cyril Olivier was appointed as independent non-executive
director on 28 June 2016;
– Mrs Marie Sarah-Jane Karene Figaro resigned on 28 June 2016;
– Mr Terry Warren was appointed as independent non-executive
director and chairman of the Board on 11 August 2016; and
– Mr Jan Wandrag will be appointed as chief operating officer with effect
from 22 August 2016.
CHANGE IN SEM AUTHORISED REPRESENTATIVE AND SPONSOR
Greenbay appointed Perigeum Capital Ltd as its SEM Authorised
Representative and Sponsor with effect from 11 August 2016.
OUTLOOK
Funds from the private placement were received close to the end of
the quarter on 8 June 2016. From this date to 30 September 2016 the Board
is confident that the Company will achieve distributable income of between
0,08 GBP pence and 0,10 GBP pence per share. 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 Company’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 or infrastructure companies will occur.
By order of the Board
Intercontinental Trust Limited
Company Secretary
Mauritius – 12 August 2016
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
GBP Unaudited Restated* Restated*
Jun 2016 Sep 2015 Jun 2015
ASSETS
Non-current assets 201 049 968 1 621 187 1 625 184
Investment property - 1 175 000 1 175 000
Listed security investments 192 764 203 446 187 450 184
Greenbay management
incentive loans 8 285 765 - -
Current assets 233 335 300 737 213 450
Trade and other receivables - 25 818 163 902
Cash and cash equivalents 233 335 274 919 49 548
Total assets 201 283 303 1 921 924 1 838 634
EQUITY AND LIABILITIES
Total equity attributable to
equity holders 192 218 699 971 161 493 779
Stated capital 174 651 416 882 457 432 273
Non-distributable reserve - 22 215 -
Currency translation reserve 13 664 767
Retained earnings 3 902 516 66 489 61 506
TOTAL LIABILITIES 9 064 604 950 763 1 344 855
Non-current liabilities - 794 922 849 282
Interest-bearing borrowings - 794 922 849 282
Current liabilities 9 064 604 155 841 495 573
Interest-bearing borrowings 8 703 049 43 778 -
Trade and other payables 359 140 112 046 495 573
Income tax payable 2 415 - -
Bank overdraft - 17 -
Total equity and liabilities 201 283 303 1 921 924 1 838 634
Total number of shares
in issue 3 358 333 333 15 234 790 7 396 040
Net asset value per share
(GBP pence) 5,72 6,37 6,68
*The restated figures are based on the audited financial statements for
the period ended 30 September 2015 and the unaudited financial
statements for the period ended 30 June 2015 and were adjusted from EUR
to GBP.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Restated Unaudited
Unaudited for the for the Restated for
for the nine ten three the three
months months months months
ended ended ended ended
GBP Jun 2016 Jun 2015 Jun 2016 Jun 2015
Net rental and
related revenue 60 821 48 996 19 583 19 043
Fair value gain
on listed security
investments 3 909 804 - 3 909 804 -
Operating expenses (115 614) (3 826) (70 189) (3 826)
Listing costs (259 534) - - -
Profit on sale
of subsidiary 24 635 - 24 635 -
Foreign exchange gain 13 664 767 - 13 739 478 -
Operating profit 17 284 879 45 170 17 623 311 15 217
Net finance income/
(costs) 196 115 (33 313) 214 134 (8 469)
Finance income 284 042 15 278 072 15
Interest received 284 042 15 278 072 15
Finance costs (87 927) (33 328) (63 938) (8 484)
Interest on borrowings (87 927) (33 328) (63 938) (8 484)
Other income - 49 649 -
Profit before
income tax 17 480 994 61 506 17 837 445 6 748
Income tax (2 415) - (2 415) -
Profit for
the period 17 478 579 61 506 17 835 030 6 748
Other comprehensive
income:
Listed security
investment fair
value adjustment - - 93 702 -
Total comprehensive
Income for
the period 17 478 579 61 506 17 928 732 6 748
Weighted average
shares outstanding 302 773 904 7 003 131 867 490 842 7 396 040
Basic earnings
per share (GBP pence) 5,77 0,88 2,06 0,09
Headline earnings
per share (GBP pence) 5,77 0,17 2,06 0,09
Greenbay has no dilutionary instruments in issue.
RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS
Restated for the
Unaudited for the ten months
nine months ended ended
GBP Jun 2016 Jun 2015
Basic earnings - profit
for the period attributable
to equity holders 17 478 579 61 506
Adjusted for:
- Bargain purchase - (49 649)
Headline earnings 17 478 579 11 857
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Non- Currency
distri- trans-
Stated butable lation Retained Total
GBP capital reserve reserve earnings equity
Issue of shares 432 273 432 273
Total
comprehensive
income for
the period 61 506 61 506
Restated balance
at June 2015 432 273 - - 61 506 493 779
Issue of shares 450 184 450 184
Total
comprehensive
income for the
period 4 983 4 983
Fair value
adjustment 22 215 - 22 215
Balance at
September 2015 882 457 22 215 - 66 489 971 161
Issue of shares:
– 9 765 210
shares on
27 Nov 2015 679 953 679 953
Issue of shares:
– 3 333 333 333
shares on
8 Jun 2016 173 089 006 173 089 006
Total
comprehensive
income for the
period 17 478 579 17 478 579
Transfer to
foreign currency
translation reserve 13 664 767(13 664 767) -
Transfer from
non-distributable
reserve (22 215) - 22 215 -
Balance at
June 2016 174 651 416 - 13 664 767 3 902 516 192 218 699
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited for the Restated for
nine months ended the ten months
GBP Jun 2016 ended Jun 2015
Cash inflow/(outflow) from
operating activities 13 901 431 (131 725)
Cash (outflow)/inflow from
investing activities (196 378 451) 384 221
Cash inflow/(outflow) from
financing activities 182 435 453 (202 948)
(Decrease)/increase in cash and
cash equivalents (41 567) 49 548
Cash and cash equivalents at
beginning of the period 274 902 -
Cash and cash equivalents at end of
the period 233 335 49 548
NOTES
1 PREPARATION AND ACCOUNTING POLICIES
The Group is required to publish financial results for the three and nine
months ended June 2016 in terms of 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 October 2015 to 30 June 2016 as well as the
comparative results.
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 September 2015. Non-distributable reserves comprise those profits
and losses that are not distributable.
On 17 March 2016, the Company announced that it had changed its reporting
and functional currency from Euro (“EUR”) to pounds sterling (“GBP”) as
approved by the Mauritian Registrar of Companies effective from 16 March
2016.
As per IAS 21, the financial results of the Group will subsequently be
presented in GBP.
In order to satisfy the requirement of IAS 21 with respect to a change in
presentation currency, the comparative financial information has been
restated from EUR to GBP and the following exchange rates were used:
Sep 2015 Jun 2015
Euro/GBP exchange rate
Closing rate 0,7415 0,7060
The condensed unaudited consolidated financial statements for the three
and nine months ended June 2016 (“financial statements”) 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.
The comparative results included in the financial statements for the
period ended June 2015 cover a period of just over 10 months from date of
incorporation (14 August 2014) to 30 June 2015.
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 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 2007, are available free of charge, upon request at Greenbay’s
registered address. Contact person: Ms 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 June 2016 that
require any additional disclosure or adjustment to the financial
statements.
2 SEGMENTAL ANALYSIS
Unaudited for Restated for
the nine months the ten months
ended ended
Jun 2016 Jun 2015
Profit for the period GBP GBP
UK (532 429) 19 744
USA 3 729 349 -
Canada 526 333 -
Singapore 400 304 -
Europe (300 840) -
Australia 68 991 -
Corporate 13 586 871 41 762
17 478 579 61 506
Unaudited Restated Restated
Jun 2016 Sep 2015 Jun 2015
Total assets GBP GBP GBP
UK 28 387 880 1 920 958 1 678 046
USA 99 453 475 - -
Canada 12 955 983 - -
Singapore 6 887 950 - -
Europe 42 996 534 - -
Australia 2 082 382 - -
Corporate 8 519 099 966 160 588
201 283 303 1 921 924 1 838 634
Directors
Terry Warren (chairman) ; Jorge da Costa ; Stephen Delport (CEO)* ;
Paul May* ; Teddy Lo ; Ronnie Porter ; Mark Olivier
(*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 Ltd
www.greenbayprop.mu
Date: 12/08/2016 03:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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