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GREENBAY PROPERTIES LIMITED - Unaudited consolidated financials for the 3 and 9 months ended 30 June 2016, changes to the board and SEM sponsor

Release Date: 12/08/2016 15:12
Code(s): GRP     PDF:  
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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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