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Condensed unaudited consolidated financial statements for the quarter ended 31 December 2016
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 quarter ended 31 December 2016 and further cautionary announcement
DIRECTORS' COMMENTARY
STRUCTURE AND LISTING
Greenbay is a Category One Global Business Licence company incorporated in
Mauritius. The company has a primary listing on the official market of the
Stock Exchange of Mauritius Ltd ("SEM") and a secondary listing on the
Alternative Exchange ("AltX") of the Johannesburg Stock Exchange Ltd
("JSE"). Greenbay invests globally in direct property as well as in listed
real estate and infrastructure companies.
COMMENTARY ON RESULTS
In an environment characterised by macro-economic headwinds such as the
relative weakness of our reporting currency (the British Pound) and higher
rates at the long end of the yield curve, the diversified listed portfolio
of Greenbay performed well during the quarter ended December 2016.
The share prices of quality retail REITs such as Simon Property Group and
General Growth are trading at widening discounts to net asset value. The
company's strategy of investing in infrastructure assets provided
substantial protection from market volatility during the quarter. The net
asset value per share was 6,60 GBP pence at quarter end.
The board has not declared a dividend for the quarter ended December 2016.
The company's policy is to consider and declare dividends on a semi-annual
basis in March and September.
DIRECT REAL ESTATE
Planning on the improvement of the mall layout and tenant mix of Planet
Koper, situated in Koper, Slovenia has commenced. CBRE was appointed as
centre manager and strong demand from retailers not currently represented
will enhance the attractiveness and yield of the centre.
Plans were submitted for the Tivoli Projekt d.o.o., situated in Ljubljana,
Slovenia. The development comprises 127 premium apartments, 3 257m2 of
high street retail and 3 864m2 of A-grade offices. The completed project
is estimated to cost approximately EUR70 million with an estimated
internal rate of return of 15%.
Greenbay is evaluating a number of direct property opportunities, however,
the returns and growth prospects provided by infrastructure investments
are difficult to match. Assets are selected on a risk-adjusted return
basis as, in the instance of the Tivoli Projekt, higher return
developments are combined with a defensive portfolio to enable the company
to outperform.
LISTED INVESTMENTS
The listed portfolio is well diversified across the real estate and
infrastructure sectors. The infrastructure investments continued its
outperformance following strong results and guidance reported post
quarter end.
Sectoral profile based on fair value of assets
Listed real estate 46,6%
Listed infrastructure 40,6%
Direct property 12,8%
Geographical profile based on fair value of assets
USA 51,1%
Europe 31,8%
Canada 5,4%
UK 5,3%
Australia 4,3%
Singapore 2,1%
Greenbay had no gearing at year end enabling it to take advantage of
attractive opportunities during the quarter whilst retaining the focus on
sustainable earnings growth. Greenbay sold several of its listed
investments where the share prices ran ahead of the perceived intrinsic
values of the underlying businesses.
During the period, the company established a prime broking relationship
with Morgan Stanley.
SUMMARY OF FINANCIAL PERFORMANCE
Dec 2016 Sep 2016 Dec 2015
Dividend per share (GBP pence) - 0,0999 -
Shares in issue 4 977 795 757 4 920 833 333 25 000 000
Net asset value
per share (GBP pence) 6,60 6,76 5,48
Loan-to-value ratio* 32,5% - 13,9%
*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. The calculation
furthermore includes the equity derivative positions on a gross basis.
The board's policy is not to exceed a loan-to-value ratio of 35%.
JSE MAIN BOARD LISTING
Greenbay has commenced the process of migrating its AltX listing to the
Main Board of the JSE, subject to regulatory approvals.
FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the company's cautionary announcement
released on the website of the SEM and Stock Exchange News Services of the
JSE on 9 January 2017 and are advised that Greenbay continues its
negotiations to acquire potentially material retail properties in Europe.
Accordingly, shareholders should continue to exercise caution in dealing
in Greenbay securities.
OUTLOOK
The board remains confident that the company will achieve distributable
income of approximately 0,40 GBP pence per share for the year ended
September 2017.
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, in
which Greenbay is invested, will occur.
By order of the board
Intercontinental Trust Limited
Company secretary
Mauritius - 10 February 2017
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited Audited Restated*
Dec 2016 Sep 2016 Dec 2015
GBP GBP GBP
ASSETS
Non-current assets 63 951 106 65 550 167 1 598 729
Investment property 48 423 458 49 150 653 1 175 000
Straight-lining of rental
revenue adjustment 1 244 1 281 -
Greenbay management incentive loans 880 690 2 208 060 -
Investments 3 095 472 2 681 076 423 729
Investment property
under development 11 550 242 11 509 097 -
Current assets 289 405 461 268 535 063 621 364
Equity derivative margin 124 297 981 74 679 340 -
Trade and other receivables 14 284 383 6 525 350 16 183
Cash and cash equivalents 150 823 097 187 330 373 605 181
Total assets 353 356 567 334 085 230 2 220 093
EQUITY AND LIABILITIES
Total equity attributable to
equity holders 328 668 884 332 493 118 1 369 450
Stated capital 302 650 922 297 973 130 1 562 410
Non-distributable reserve 17 777 946 17 590 747 22 215
Currency translation reserve (7 563) 2 695 -
Retained earnings 8 247 579 16 926 546 (215 175)
TOTAL LIABILITIES 24 687 683 1 592 112 850 643
Non-current liabilities 22 338 776 - 828 062
Interest-bearing borrowings 22 338 776 - 828 062
Current liabilities 2 348 907 1 592 112 22 581
Interest-bearing borrowings 1 173 587 - -
Trade and other payables 899 455 1 477 809 22 564
Income tax payable 275 865 114 303 -
Bank overdraft - - 17
Total equity and liabilities 353 356 567 334 085 230 2 220 093
Total number of shares
in issue 4 977 795 757 4 920 833 333 25 000 000
Net asset value per share
(GBP pence) 6,60 6,76 5,48
* The restated figures are based on the unaudited financial statements for
the period ended December 2015 and were adjusted from EUR to GBP.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited Restated
for the three for the three
months ended months ended
Dec 2016 Dec 2015*
GBP GBP
Net rental and related revenue 1 004 389 20 630
Recoveries and contractual rental revenue 1 297 481 46 800
Straight-lining of rental revenue adjustment 1 264 -
Rental revenue 1 298 745 46 800
Property operating expenses (294 356) (26 170)
Income from equity derivatives 3 864 483 -
Fair value loss on investment property,
investments and equity derivatives (8 486 964) -
Adjustment resulting from straight-lining of
rental revenue (1 264) -
Fair value gain on investments 236 003 -
Fair value loss on equity derivatives (8 721 703) -
Operating expenses (272 438) (262 225)
Foreign exchange gain 187 199 3 573
Operating loss (3 703 331) (238 022)
Net finance income/(costs) 301 969 (9 178)
Finance income 348 709 2 977
Interest on Greenbay management incentive loans 24 614 -
Interest received 324 095 2 977
Finance costs (46 740) (12 155)
Interest on borrowings (46 740) (12 155)
Loss before income tax (3 401 362) (247 200)
Income tax (174 494) -
Loss for the period attributable to equity
holders of the company (3 575 856) (247 200)
Other comprehensive income net of tax
Items that may subsequently be reclassified
to profit or loss
Exchange differences on translation of
foreign operations (10 258) -
Listed security investments fair
value adjustment - (34 464)
(10 258) (34 464)
Total comprehensive income for the period
attributable to equity holders
of the company (3 586 114) (281 664)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Non-
distri- Currency
Stated butable translation
capital reserve reserve
GBP GBP GBP
Audited for the year
ended Sep 2016
Balance at Sep 2015 882 457 22 215 -
Issue of shares:
- 9 765 210 shares on 27 Nov 2015 679 953
- 3 333 333 333 shares
on 8 Jun 2016 173 089 006
- 1 562 500 000 shares
on 29 Sep 2016 123 321 714
Exchange differences
on translation of
foreign operations 2 695
Profit for the year
Transfer to non-distributable reserve 17 590 747
Other comprehensive income
realised through profit or loss (22 215)
Balance at Sep 2016 297 973 130 17 590 747 2 695
Unaudited for the three months
ended Dec 2016
Balance at Sep 2016 297 973 130 17 590 747 2 695
Exchange differences on translation
of foreign operations (10 258)
Loss for the period
Dividend declared 4 677 792
Tranfer to non-distributable
reserves 187 199
Balance at Dec 2016 302 650 922 17 777 946 (7 563)
Restated for the three months
ended Dec 2015
Balance at Sep 2015 882 457 22 215 -
Issue of shares - 9 765 210 shares
on 27 Nov 2015 679 953
Listed security investments fair value
adjustment
Loss for the period
Balance at Dec 2015 1 562 410 22 215 -
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
Retained Total
earnings equity
GBP GBP
Audited for the year
ended Sep 2016
Balance at Sep 2015 66 489 971 161
Issue of shares:
- 9 765 210 shares on 27 Nov 2015 679 953
- 3 333 333 333 shares
on 8 Jun 2016 173 089 006
- 1 562 500 000 shares
on 29 Sep 2016 123 321 714
Exchange differences
on translation of
foreign operations 2 695
Profit for the year 34 428 589 34 428 589
Transfer to non-distributable reserve (17 590 747) -
Other comprehensive income
realised through profit or loss 22 215 -
Balance at Sep 2016 16 926 546 332 493 118
Unaudited for the three months
ended Dec 2016
Balance at Sep 2016 16 926 546 332 493 118
Exchange differences on translation
of foreign operations (10 258)
Loss for the period (3 575 856) (3 575 856)
Dividend declared (4 915 912) (238 120)
Tranfer to non-distributable
reserves (187 199)
Balance at Dec 2016 8 247 579 328 668 884
Restated for the three months
ended Dec 2015
Balance at Sep 2015 66 489 971 161
Issue of shares - 9 765 210 shares
on 27 Nov 2015 679 953
Listed security investments fair value
adjustment (34 464) (34 464)
Loss for the period (247 200) (247 200)
Balance at Dec 2015 (215 175) 1 369 450
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited Restated
for the three for the three
months ended months ended
Dec 2016 Dec 2015*
GBP GBP
Cash outflow from operating activities (2 516 624) (326 898)
Cash outflow from investing activities (33 752 532) -
Cash (outflow)/inflow from
financing activities (238 120) 657 160
(Decrease)/increase in cash and
cash equivalents (36 507 276) 330 262
Cash and cash equivalents at beginning
of the period 187 330 373 274 902
Cash and cash equivalents at end of
the period 150 823 097 605 164
NOTES
1. PREPARATION AND ACCOUNTING POLICIES
The condensed unaudited consolidated financial statements for the quarter
ended 31 December 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 company is required to publish financial results for the quarter ended
31 December 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 October 2016 to 31 December 2016 as well as the
comparative results.
This report was compiled under the supervision of Paul May CA(SA), the
chief financial officer.
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 company 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 rate was used:
Dec 2015
EUR/GBP exchange rate
Closing rate 0,7371
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 9 February 2017.
This communique is issued pursuant to SEM Listing Rules 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 these
financial statements. The directors are not aware of any matters or
circumstances arising subsequent to 31 December 2016 that require any
additional disclosure or adjustment to the financial statements.
Copies of the financial statements and the statement of direct and
indirect interests of each officer of the company, 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.
2. EQUITY DERIVATIVE POSITIONS
Greenbay utilises equity derivatives to obtain exposure to listed real
estate and infrastructure companies. The equity derivative margin of
GBP124 297 981 included in current assets provided the group with exposure
to investments of GBP403 685 927 at December 2016. The fair value loss on
equity derivatives of GBP8 721 703 includes interest of GBP968 849 on the
implied interest-bearing borrowings of GBP279 387 929.
3. SEGMENTAL ANALYSIS
Unaudited Restated
Dec 2016 Dec 2015*
Total assets GBP GBP
UK 111 096 135 2 219 563
USA 102 537 681 -
Canada 471 623 -
Singapore (333 469) -
Europe 136 380 952 -
Australia 980 747 -
Corporate 2 222 898 530
353 356 567 2 220 093
Unaudited Restated
for the three for the three
months ended months ended
Dec 2016 Dec 2015*
Loss for the period GBP GBP
UK (22 663) 5 450
USA 313 442 -
Canada (146 851) -
Singapore (1 147 348) -
Europe (3 229 627) -
Australia 668 153 -
Corporate (10 962) (252 650)
(3 575 856) (247 200)
RECONCILIATION OF LOSS FOR THE PERIOD TO HEADLINE LOSS
Unaudited Restated
for the three for the three
months ended months ended
Dec 2016 Dec 2015*
GBP GBP
Basic earnings - loss for the period
attributable to equity holders (3 575 856) (247 200)
Headline loss (3 575 856) (247 200)
Weighted average shares in issue 4 936 931 409 18 949 816
Basic loss per share (GBP pence) (0,07) (1,30)
Headline loss per share (GBP pence) (0,07) (1,30)
Greenbay has no dilutionary instruments in issue.
Directors Terry Warren (chairman); Stephen Delport (CEO)*; Paul May*; Jan
Wandrag*; Karen Bodenstein; Teddy Lo Seen Chong; 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
Date: 10/02/2017 10:18:00 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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