Wrap Text
Condensed unaudited group results for the six months ended 28 February 2017
REDEFINE PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1999/018591/06
JSE share code: RDF ISIN: ZAE000190252
("Redefine" or "the company" or "the group")
(Approved as a REIT by the JSE)
REDEFINE PROPERTIES LIMITED
CONDENSED UNAUDITED GROUP RESULTS
FOR THE SIX MONTHS ENDED 28 FEBRUARY 2017
HIGHLIGHTS
OPERATING MARGIN IMPROVED
to
82.6%
PROPERTY ASSETS
expanded by
R11,4 billion
Broadened funding sources
and LTV
maintained at 39.8%
TRANSFORMATION
being accelerated
BRAND VALUED
at
R6,3 billion
Leon Kok (CA(SA)), Redefine's financial director, was responsible for supervising the preparation of
these condensed unaudited consolidated financial statements.
COMMENTARY
PROFILE
Redefine is a leading South African-based Real Estate Investment Trust (REIT), with a diverse,
internally managed, R84,1 billion (FY2016: R72,7 billion) property asset platform, of office, retail
and industrial investments, anchored domestically and complemented by substantial real estate
investments in the United Kingdom, Poland and Australia.
Redefine's primary mission is to achieve growing cash flows which will deliver quality earnings,
sustained growth in distributions, and long-term growth in total returns for shareholders.
Redefine is listed on the Johannesburg Stock Exchange (JSE) with a market capitalisation of
R60,5 billion (FY2016: R58,1 billion) and is included in the JSE Top 40 index. Redefine's shares, by
volume, are among the most actively traded on the JSE, making it a highly liquid single entry point
for investors to gain exposure to domestic and multiple international real estate markets.
At 28 February 2017, Redefine's diversified local property portfolio was valued at R67,7 billion
(FY2016: R54,7 billion). The group's international real estate investments, valued at R16,4 billion
(FY2016: R18,0 billion) represented 19.5% (FY2016: 24.8%) of total property assets, providing
geographic diversification into the UK, Polish and Australian markets.
Redefine has a 29.8% (FY2016: 30.1%) equity interest, valued at R4,3 billion (FY2016: R5,0 billion),
in Redefine International PLC (RI PLC) which is listed on both the London Stock Exchange (LSE)
and the JSE. Redefine also has a R6,0 billion (FY2016: R6,3 billion) presence in the Australian
property market through a direct 50.0% (FY2016: 50.0%) interest in North Sydney's landmark
tower, Northpoint, as well as a holding of 25.4% (FY2016: 25.5%) in Cromwell Property Group
(Cromwell), one of the leading property groups listed on the Australian Stock Exchange (ASX).
Redefine has a 39.5% (FY2016: 44.9%) share in Echo Polska Properties N.V. (EPP), valued at
R3,6 billion (FY2016: R3,9 billion). EPP is dual listed on the Luxembourg Stock Exchange (LuxSE)
and the JSE and owns a portfolio of prime retail and office real estate assets throughout Poland.
Redefine acquired an 11.8% share in Mara Delta Property Holdings Limited (Mara Delta) which is
dual listed on the JSE and Mauritian Stock Exchange, as well as a 37.1% interest in Nigerian-based
Oando Wings Development Limited (Oando) through the acquisition of the Pivotal Fund Limited
(Pivotal).
FINANCIAL RESULTS
Redefine's Board has declared a distribution of 44,82 (HY2016: 41,70) cents per share for the
six months ended 28 February 2017, an increase of 7.5% (HY2016: 6.9%) on the comparable period
of the previous year, which is in line with market guidance. Gross distributable income for the
period increased by 24.8% (HY2016: 29.3%), benefiting from a number of substantial quality
acquisitions made.
Property portfolio revenue for the period contributed 99.6% (HY2016: 98.7%) of total revenue,
whilst income from listed securities represented 0.4% (HY2016: 1.3%).
Operating costs were 33.9% (HY2016: 34.4%) of contractual rental income - the improvement is
driven by utility recoveries. Net of electricity and utility recoveries, operating costs were 17.4%
(HY2016: 17.6%) of contractual rental income. The group's domestic investments contributed
77.3% (HY2016: 78.8%) of distributable income and the international investments contributed
22.7% (HY2016: 21.2%).
CHANGES IN FAIR VALUES
The group's property portfolio was internally valued by the directors at 28 February 2017 resulting
in a net increase in value of R156,2 million (HY2016: decrease of R605,9 million). In terms of IAS 40
and IFRS 13, Redefine's investment properties are measured at fair value through profit or loss
using valuation inputs which are categorised as level 3 on the fair value hierarchy. There were no
transfers between levels 1, 2 and 3 during the period.
Redefine issued exchangable bonds during September 2016 and raised EUR150,0 million.
These exchangable bonds are measured at fair value through profit and loss. The fair value is
determined with reference to the quoted price on the Frankfurt Stock Exchange and has been
classified as level 1. The exchangeable bonds were fair valued at 28 February 2017 which resulted
in a R433,5 million decrease in the liability. The fair value of the investment in listed securities'
increased by R152,1 million (HY2016: decrease of R166,6 million) during the period. The balance
of the fair value movements of R53,6 million (HY2016: R230,9 million) relates mainly to the
decrease (HY2016: increase) in the mark-to-market of the group's derivatives, which protect the
group against adverse movements in interest and foreign exchange rates and which were valued
using the swap curve and forward pricing methods respectively. In terms of IAS 39 and IFRS 13,
Redefine's listed securities and derivatives are measured at fair value through profit or loss and
are categorised as level 1 and level 2 respectively.
PROPERTY PORTFOLIO
The portfolio vacancy rate increased marginally during the period by 0.6% (FY2016:0.3%) to 5.5%
(FY2016: 4.9%).
Leases covering 171 208m(2) (HY2016: 282 070m(2)) were renewed during the period at an average rental
increase of 3.1% (HY2016: 4.1%) with the tenant retention rate a pleasing 86.0% (HY2016: 83.0%).
A further 205 213m(2) (HY2016: 171 832m(2)) was let across the portfolio.
Net arrears increased to R73,3 million (FY2016: R39,8 million), representing 9.4% (FY2016: 6.3%) of
gross monthly rentals. The increase in arrears is attributable principally to the Pivotal acquisition.
MULTI AND SINGLE TENANTED PROPERTIES BY GLA
Multi tenants 74.0%
Single tenants 26.0%
SECTORAL SPREAD BY GLA
Office 29.1%
Retail 30.0%
Industrial 40.4%
Specialised 0.5%
GEOGRAPHIC SPREAD BY GLA
Gauteng 68.3%
Cape 18.0%
KwaZulu-Natal 6.3%
Other 7.4%
LEASE EXPIRY PROFILE (GLA)
Office Retail Industrial Specialised Total
Monthly 44 205 68 944 14 177 - 127 326
2017 147 694 146 723 128 360 - 422 777
2018 207 605 233 102 204 779 - 645 486
2019 168 267 197 020 237 052 - 602 339
2020 197 708 196 227 192 776 - 586 711
2021 102 995 186 660 105 450 26 970 422 075
Beyond 2021 330 599 354 580 987 038 - 1 672 217
1 199 073 1 383 256 1 869 632 26 970 4 478 931
SECTORAL VACANCY BY GLA
28 February 2017
vacancy before Strategic 28 February 31 August
strategic vacancy vacancy* 2017 2016
(%) (%) (%) (%)
Office 15.0 6.5 8.5 8.7
Retail 4.9 0.5 4.4 3.6
Industrial 4.5 0.3 4.2 3.4
Specialised - - - -
7.6 2.1 5.5 4.9
* Strategic vacancies comprise properties held-for-sale and properties under development.
28 February 29 February
2017 2016
% %
Property cost-to-income ratios
Gross cost-to-income ratio 33.9 34.4
Net cost-to-income ratio 17.4 17.6
Total cost-to-income ratios
Gross cost-to-income ratio 36.5 36.6
Net cost-to-income ratio 20.7 20.6
The above cost-to-income ratios are calculated in accordance with the SA REIT Association's best
practice recommendations.
REDEFINE'S PORTFOLIO STRATEGY
Redefine continues to advance its strategy of diversifying, growing and improving the quality of
its property portfolio. During the period, management's primary domestic portfolio focus was on
protecting, expanding and improving existing well-located properties.
Pivotal: On 9 January 2017, Redefine acquired 100% of the Pivotal shares in issue. Redefine issued
459 999 805 new shares to the Pivotal shareholders in settlement of the purchase consideration.
The Pivotal acquisition is in line with Redefine's strategy of diversifying, growing and improving the
quality of its portfolio.
Redefine acquired 32 Pivotal properties valued at R10,4 billion (including developments in progress
and land holdings for future development). The portfolio consists of 17 office, 10 retail and five
industrial properties with a total GLA of 436 912m(2), which includes the recently completed Alice
Lane Phase 3 office building. Developments in progress include the Loftus mixed-use development
(Pivotal share: 50.0%) and the Kyalami Corner Shopping Centre (Pivotal share: 80.0%) with a total
project cost of R1,2 billion, which will add a further 89 123m(2) of GLA. The major land holdings acquired
are two industrial sites, Atlantic Hills (Pivotal share: 55%) and S&J Industrial (Pivotal share: 45%).
Other acquisitions: Redefine acquired one industrial property, with a GLA of 10 129m(2), during the
period, for a consideration of R85,0 million, at an initial yield of 9.5%. In addition, two industrial
development sites were acquired for a consideration of R238,8 million. The developable area is
495 993m(2) (Redefine's share: 271 443m(2)).
Student accommodation: During the period Redefine acquired a 90% equity investment of
R337,9 million in Journal Student Accommodation Fund which is based in Australia and which has
received development approval for 804 beds at a well-located site in Melbourne. It is estimated that
the total project cost will be AUD125,0 million (R1,2 billion). Development of the site is anticipated to
commence during June 2017.
Developments (including Pivotal): Redevelopment projects in progress in the existing portfolio
have an approved value of R785,8 million at an average yield of 6.8%. New development projects
covering 265 027m(2) of GLA with an approved value of R4,7 billion at an average yield of 9.4%,
are presently in progress. In addition, industrial infrastructure projects totalling R606,4 million for
the S&J, Brackengate and Atlantic Hills sites are currently underway. Two new future projects with
a value of R1,0 billion which will add a further 60 438m(2) of GLA at a yield of 10.4% have also been
approved. Projects totalling R1,1 billion were completed during the period.
Disposals: Eleven properties (six retail and five office) with a GLA of 88 126m(2), which did not
meet Redefine's investment strategy, were disposed of to various buyers for an aggregate
consideration of R514,8 million, at an average yield of 8.1%. In addition, agreements, subject to the
usual conditions precedent, were concluded for the disposal of 12 (six retail, four office and two
industrial) properties for an aggregate consideration of R1,0 billion, with a GLA of 197 168m(2) at an
average yield of 8.5%. During December 2016, Redefine disposed of its investment in Castellana
Properties SOCIMI in Spain for a consideration of R193,0 million.
Sustainability: As part of Redefine's focus on sustainability and cost-efficiency, various
energy efficient and sustainable building technologies are being implemented in new
developments, as well as in existing buildings, including the installation of solar PV (photo
voltaic) panels and smart metering of electricity and water.
LISTED SECURITIES
During the period Redefine disposed of its investments in Emira Property Fund Limited and Arrowhead
Properties Limited for aggregate proceeds of R1,0 billion. Redefine acquired 13 187 535 Mara Delta
shares with a fair value of R274,0 million at 28 February 2017 as part of the Pivotal acquisition.
INTEREST IN ASSOCIATES AND JOINT VENTURES
Redefine currently holds the following equity-accounted investments:
28 February 2017 31 August 2016
Carrying Carrying
Stock value value
exchange R'000 (%) held R'000 (%) held
Cromwell Property Group ASX 5 178 603 25.4 5 511 449 25.5
Redefine International P.L.C. LSE and JSE 4 301 728 29.8 4 972 179 30.1
Echo Polska Properties N.V. LuxSE and JSE 3 594 502 39.5 3 918 640 44.9
Delta Property Fund Limited JSE 1 629 497 22.8 1 597 967 22.8
International Hotel
Properties Limited LuxSE and JSE 258 369 27.5 332 767 27.5
Cromwell Partners Trust Not listed 829 462 50.0 822 646 50.0
Oando Wings Development
Limited Not listed 783 626 37.1 - -
Leopard Holdings Not listed - - 798 737 50.0
16 575 787 17 954 385
EPP: During April 2017, Redefine participated in an EPP capital raise and as a result acquired
46 994 595 additional shares for a total consideration of R869,4 million. Redefine's shareholding in
EPP remains unchanged at 39.5% post the capital raise.
Leopard Holdings: Redefine agreed to dispose of its share in German Leopard Holdings to RI PLC
for an aggregate selling price of EUR49,4 million (R679,7 million). The transaction was approved
by RI PLC shareholders (other than Redefine) on 25 April 2017. This investment was included in
non-current assets held-for-sale at 28 February 2017.
Oando: As part of the Pivotal acquisition, Redefine acquired a 37.1% investment in Oando. Oando owns
the Wings Office Complex in Lagos Nigeria, consisting of two towers with a total GLA of 26 942m(2).
FUNDING AND EQUITY RAISES
Redefine's interest-bearing borrowings (net of cash and cash equivalents) represented 39.8%
(FY2016: 38.5%) of the value of its property assets at 28 February 2017. The average cost of Rand-
denominated funding is 9.2% (FY2016: 8.8%) - interest rates are hedged on 90.1% (FY2016: 83.7%) of
local borrowings for an average period of 2.4 years (FY2016: 2.2 years). Including foreign currency
debt and derivatives, the average cost of debt is 7.6% (FY2016: 7.7%) - interest rates are hedged on
83.3% (FY2016: 79.7%) of total borrowings for an average period of 2.6 years (FY2016: 2.2 years).
The interest cover ratio (which includes equity-accounted profits and listed security income) is
4.4x (FY2016: 4.3x).
During the period, Redefine successfully placed secured bonds with a principal amount of
EUR150,0 million (R1,9 billion) bearing a coupon rate of 1.5%, exchangeable in five years into
ordinary shares of RI PLC currently owned by Redefine. The proceeds of the bond issue were used
to partially refinance the JP Morgan bridge facility raised for the EPP transaction during 2016.
The balance of the bridge facility has been refinanced through a combination of secured offshore
bank funding and local bonds with cross currency swaps.
Redefine had unutilised committed bank facilities of R4,6 billion (FY2016: R3,4 billion)
at 28 February 2017 which provides assurance that the group will be able to meet its short-term
commitments. The majority of the short-term portion of interest-bearing borrowings are
being refinanced.
Redefine conserved R527,1 million in cash through the issue of 50,2 million shares under the
November 2016 dividend re-investment alternative, which was accepted by shareholders holding
47% of the share capital. On 9 January 2017, Redefine issued 460 million shares pursuant to the
Pivotal acquisition.
Moody's credit rating: The rating was last refreshed during July 2016 and remains unchanged
as follows:
Global long-term Baa3 Global short-term P-3
National long-term Aa2.za National short-term P-1.za
During November 2016, Moody's assigned a Baa3 long-term global rating to the EUR150,0 million
senior secured exchangeable bonds issued by Redefine. The outlook on the rating is stable.
COMMITMENTS
Capital development commitments outstanding amount to R3,2 billion (FY2016: R2,4 billion) and
committed property acquisitions total R60,0 million (FY2016: R250,5 million). Future commitments
will be funded by undrawn banking facilities and the proceeds of capital recycling activities.
BROAD-BASED BLACK ECONOMIC EMPOWERMENT
Redefine has maintained a level 3 B-BBEE contributor rating.
PROSPECTS
Political and fiscal stability go to the heart of restoring the domestic economy to a sustainable
growth path. The direction of politics in the coming weeks and months will dictate the direction of the
economy. To arrest the path South Africa is currently on, significant policy reform is required in the
areas of labour, empowerment, property rights and education. Structural issues hindering growth,
such as policy uncertainty, corruption and bureaucracy also need to be collectively addressed -
at present, the political will or ability is not evident and we will unfortunately have to adapt our
approach to operating in a subdued growth and volatile environment for the foreseeable future.
On the international front, low interest rates, volatile exchange rate movements and tepid growth
are set to continue.
Redefine's diversified asset platform has been structured to continue the process of creating
value at low risk, and this, combined with a motivated and aligned management team focused on
disciplined execution of what matters most, reinforces the determination to realise Redefine's
vision of being the best South African REIT.
Prospects for 2017 are subject to numerous factors which remain uncertain, including volatile
financial markets, and the continuing possibility of further sovereign credit downgrades. Growth in
distributable income per share for 2017 is anticipated to range between 7% and 8%. This forecast is
predicated on the assumption that current trading conditions will largely prevail. Forecast rental
income is based on contractual terms and anticipated market-related renewals. The forecast has
not been reviewed or reported on by the group's independent external auditors.
Redefine's use of distribution per share as a relevant measure of financial performance remains
unchanged from prior years.
DECLARATION OF A CASH DIVIDEND WITH THE ELECTION TO REINVEST THE CASH DIVIDEND IN RETURN FOR REDEFINE
SHARES
The directors of Redefine have declared an interim cash dividend of 44,82000 cents per share, for the
six months ended 28 February 2017, from the company's distributable income (the cash dividend).
Shareholders will be entitled, in respect of all or part of their shareholdings, to elect to reinvest the
cash dividend in return for Redefine shares (the share reinvestment alternative), failing which they
will receive the cash dividend of 44,82000 cents per share that will be paid to those shareholders
not electing to participate in the share reinvestment alternative.
A circular providing further information in respect of the cash dividend and the share reinvestment
alternative will be posted to Redefine shareholders on 12 May 2017.
Shareholders who have dematerialised their shares through a Central Securities Depository
Participant (CSDP) or broker should instruct their CSDP or broker with regard to their election in
terms of the custody agreement entered into between them and their CSDP or broker.
2017
Circular and form of election posted to shareholders Friday, 12 May
Finalisation information including the share ratio and price per share
published on SENS Tuesday, 23 May
Last day to trade in order to participate in the election to receive shares in
terms of the share reinvestment alternative or to receive a cash dividend
("LDT") Tuesday, 30 May
Shares trade ex-dividend Wednesday, 31 May
Listing of maximum possible number of shares under the share
reinvestment alternative Friday, 2 June
Last day to elect to receive shares in terms of the share reinvestment
alternative or to receive a cash dividend (no late forms of election will be
accepted) at 12:00 (SA time) Friday, 2 June
Record date for the election to receive shares in terms of the share
reinvestment alternative or to receive a cash dividend
("record date") Friday, 2 June
Announcement of results of cash dividend and the share reinvestment
alternative released on SENS Monday, 5 June
Cash dividend paid to certification shareholders on or about Monday, 5 June
Accounts credited by CSDP or broker to dematerialised shareholders with
the cash dividend payment Monday, 5 June
Share certificates posted to certificated shareholders on or about Wednesday, 7 June
Accounts updated with the new shares (if applicable) by CSDP or broker to
dematerialised shareholders Wednesday, 7 June
Adjustment to shares listed on or about Friday, 9 June
Notes:
Shareholders electing the share reinvestment alternative are alerted to the fact that the new shares
will be listed on LDT + 3 and that these new shares can only be traded on LDT + 3, due to the fact that
settlement of the shares will be three days after the record date, which differs from the conventional one
day after record date settlement process.
Shares may not be dematerialised or rematerialised between Wednesday, 31 May 2017 and Friday, 2 June 2017,
both days inclusive. The above dates and times are subject to change. Any changes will be released on SENS.
TAX IMPLICATIONS
Redefine was granted REIT status by the JSE with effect from 1 September 2013 in line with the
REIT structure as provided for in the Income Tax Act, 58 of 1962, as amended (the Income Tax Act)
and section 13 of the JSE Listings Requirements. The REIT structure is a tax regime that allows
a REIT to deduct qualifying distributions paid to investors, in determining its taxable income. The
cash dividend of 44,82000 cents per share meets the requirements of a qualifying distribution for
the purposes of section 25BB of the Income Tax Act (a qualifying distribution) with the result that:
- Qualifying distributions received by resident Redefine shareholders must be included in the gross
income of such shareholders (as a non-exempt dividend in terms of section 10(1)(k)(aa) of the
Income Tax Act), with the effect that the qualifying distribution is taxable as income in the hands
of the Redefine shareholder. These qualifying distributions are, however, exempt from dividends
withholding tax, provided that the South African resident shareholders provided the following
forms to their CSDP or broker, as the case may be, in respect of uncertificated shares, or the
company, in respect of certificated shares:
- a declaration that the dividends are exempt from dividends tax; and
- a written undertaking to inform the CSDP, broker or the company, as the case may be, should
the circumstances affecting the exemption change or the beneficial owner cease to be the
beneficial owner, both in the form prescribed by the Commissioner for the South African
Revenue Service.
Shareholders are advised to contact their CSDP, broker or the company, as the case may be, to
arrange for the abovementioned documents to be submitted prior to payment of the distribution,
if such documents have not already been submitted.
- Qualifying distributions received by non-resident Redefine shareholders will not be taxable as
income and instead will be treated as ordinary dividends, but which are exempt in terms of the
usual dividend exemptions per section 10(1)(k) of the Income Tax Act. On 22 February 2017, the
dividends withholding tax rate was increased from 15% to 20% and accordingly, any qualifying
distribution will be subject to dividends withholding tax at 20%, unless the rate is reduced in terms
of any applicable agreement for the avoidance of double taxation (DTA) between South Africa and
the country of residence of the shareholder. Assuming dividends withholding tax will be withheld
at a rate of 20%, the net dividend amount due to non-resident shareholders is 35,8560 cents per
share. A reduced dividend withholding rate in terms of the applicable DTA, may only be relied upon
if the non-resident shareholder has provided the following forms to their CSDP or broker, as the
case may be, in respect of uncertificated shares, or the company, in respect of certificated shares:
- a declaration that the dividend is subject to a reduced rate as a result of the application of a
DTA; and
- a written undertaking to inform their CSDP, broker or the company, as the case may be,
should the circumstances affecting the reduced rate change or the beneficial owner cease
to be the beneficial owner both in the form prescribed by the Commissioner for the South
African Revenue Service.
Non-resident shareholders are advised to contact their CSDP, broker or the company, as the
case may be, to arrange for the abovementioned documents to be submitted prior to payment of
the dividend if such documents have not already been submitted, if applicable.
Shareholders are advised that in electing to participate in the share reinvestment alternative,
pre-taxation funds are utilised for the reinvestment purposes and that taxation will be due on the
total cash dividend amount of 44,820000 cents per share.
OTHER INFORMATION
- The ordinary issued share capital of Redefine is 5 572 378 410 ordinary shares of no par value
before any election to reinvest the cash dividend.
- Income tax reference number of Redefine: 917/852/484/0.
The cash dividend or the share reinvestment alternative may have tax implications for resident
as well as non-resident shareholders. Shareholders are therefore encouraged to consult their
professional advisers should they be in any doubt as to the appropriate action to take.
DIVIDEND DECLARATION AFTER REPORTING DATE
In line with IAS 10 Events after the Reporting Period, the declaration of the dividend occurred after
the end of the reporting period, resulting in a non-adjusting event which is not recognised in these
financial statements.
RESTATEMENTS
The results for the six months ended 29 February 2016 have been restated in accordance with the
restatements in the 31 August 2016 audited group annual financial statements. For further details
refer to prior period restatements and reclassifications below.
CHANGES IN DIRECTORATE
The following Board changes took effect on 9 February 2017:
- Bridgitte Mathews was appointed as an independent non-executive director.
- Independent non-executive director, Günter Steffens and non-executive director, Mike Watters did
not stand for re-election at the annual general meeting. Redefine thanks them for their valuable
contributions during their term of office.
- Executive directors David Rice and Mike Ruttell have stepped down from the Board but remain
members of the company's senior executive management team and standing invitees to meetings
of the Board.
BASIS OF PREPARATION
The condensed unaudited consolidated interim financial statements are prepared in accordance
with International Financial Reporting Standard, IAS 34 Interim Financial Reporting, the SAICA
Financial Reporting Guides as issued by the Accounting Practices Committee and Financial
Pronouncements as issued by Financial Reporting Standards Council and the requirements of the
Companies Act of South Africa and the JSE Listings Requirements. The accounting policies applied
in the preparation of these interim financial statements are in terms of International Financial
Reporting Standards and are consistent with those applied in the previous financial statements.
Leon Kok CA(SA), Redefine's financial director, was responsible for supervising the preparation
of these condensed consolidated interim financial statements. These condensed consolidated
interim financial statements have not been reviewed or audited by Redefine's independent external
auditors.
By order of the Board
Redefine Properties Limited
8 May 2017
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Restated*
Unaudited Unaudited Audited
28 February 29 February 31 August
Figures in R'000s 2017 2016 2016
Continuing operations
Revenue
Property portfolio revenue 3 572 621 3 265 079 6 548 293
- Contractual rental income 3 423 486 3 266 801 6 510 127
- Straight-line rental income accrual 149 135 (1 722) 38 166
Investment income 15 557 42 834 98 355
Total revenue 3 588 178 3 307 913 6 646 648
Costs
Operating costs (1 162 053) (1 123 576) (2 241 032)
Administration costs (92 596) (86 287) (210 241)
Net operating profit 2 333 529 2 098 050 4 195 375
Other gains 27 237 65 703 80 036
- Trading income - 294 294
- Fee income 23 441 65 409 62 927
- Sundry income 3 796 - 16 815
Changes in fair values of properties, listed securities
and financial instruments 688 328 (541 549) 168 471
Amortisation of intangible assets (31 428) (31 428) (62 856)
Impairment of financial assets - (111 095) (13 886)
Profit on dilution of ownership interest in associates 107 507 - -
Equity-accounted profit (net of taxation) 825 246 577 028 1 405 932
Profit before finance costs and taxation 3 950 419 2 056 709 5 773 072
Net finance costs (824 883) (647 053) (1 389 672)
- Interest income 284 895 299 062 596 418
- Interest expense (1 109 778) (946 115) (1 986 090)
Foreign exchange gain/(loss) 613 700 (471 988) 309 941
Profit before taxation 3 739 236 937 668 4 693 341
Taxation (197 016) 67 700 (88 298)
Profit from continuing operations 3 542 220 1 005 368 4 605 043
Discontinued operations
(Loss)/profit from discontinued operations
(net of taxation) (13 864) - 5 923
Profit for the period/year 3 528 356 1 005 368 4 610 966
Attributable to:
- Redefine Properties Limited shareholders 3 490 986 973 843 4 565 617
- Non-controlling interest 37 370 31 525 45 349
Other comprehensive (loss)/income (1 896 624) 1 541 328 74 829
Items that may not be reclassified subsequently to
profit or loss
Share of revaluation of property, plant and equipment
of an associate 3 167 - 1 177
Items that are or may be reclassified subsequently to
profit or loss
Exchange differences on translation of foreign operations:
- Subsidiaries (287) 93 223 (12 687)
- Associates (1 899 504) 1 448 105 86 339
Total comprehensive income for the period/year 1 631 732 2 546 696 4 685 795
Attributable to:
- Redefine Properties Limited shareholders 1 596 312 2 515 171 4 640 446
- Non-controlling interest 35 420 31 525 45 349
Earnings and diluted earnings per share from
continuing operations (cents) 72,19 21,93 101,32
* Refer to prior period restatements and reclassifications below.
STATEMENT OF FINANCIAL POSITION
Restated*
Unaudited Unaudited Audited
28 February 29 February 31 August
Figures in R'000s 2017 2016 2016
Non-current assets 87 930 036 70 629 440 77 029 317
Investment properties 63 649 927 49 646 148 51 728 681
- Fair value of investment properties 57 296 818 46 011 097 48 223 712
- Straight-line rental income accrual 1 983 794 1 435 040 1 474 928
- Properties under development 4 369 315 2 200 011 2 030 041
Listed securities 274 007 1 336 848 974 620
Goodwill and intangible assets 5 652 321 5 335 620 5 304 191
Interest in associates and joint ventures 16 575 787 13 192 453 17 954 385
Derivative assets 144 896 340 315 172 296
Loans receivable 1 606 740 749 012 838 692
Other financial assets 5 658 - 36 391
Property, plant and equipment 20 700 29 044 20 061
Current assets 2 124 330 1 971 576 1 612 719
Trade and other receivables 827 361 729 863 577 560
Loans receivable 238 705 767 738 20 799
Other financial assets 252 925 252 830 675 078
Derivative assets 117 784 9 648 73 286
Listed security income receivable - 46 062 57 630
Taxation receivable 3 904 - -
Cash and cash equivalents 683 651 165 435 208 366
Non-current assets held-for-sale 1 735 694 1 503 210 1 170 172
Total assets 91 790 060 74 104 226 79 812 208
EQUITY AND LIABILITIES
Equity 54 927 804 46 959 730 49 641 362
Shareholders' interest 54 604 305 46 822 851 49 360 062
Stated capital 42 256 217 34 188 040 36 526 352
Reserves 12 348 088 12 634 811 12 833 710
Non-controlling interest 323 499 136 879 281 300
Non-current liabilities 29 483 328 25 257 506 21 453 096
Interest-bearing borrowings 26 746 401 25 054 170 21 148 712
Interest-bearing borrowings at fair value 1 962 679 - -
Derivative liabilities 141 530 27 105 35 066
Deferred taxation 632 718 176 231 269 318
Current liabilities 7 378 928 1 886 990 8 532 556
Trade and other payables 1 190 582 1 013 173 922 864
Interest-bearing borrowings 5 542 351 320 873 7 041 390
Interest accrual on interest-bearing borrowings 377 129 263 039 307 881
Derivative liabilities 5 846 9 322 2 978
Other financial liabilities 252 925 252 830 253 016
Taxation payable 10 095 27 753 4 427
Non-current liabilities held-for-sale - - 185 194
Total equity and liabilities 91 790 060 74 104 226 79 812 208
Number of shares in issue^ ('000) 5 210 982 4 489 092 4 700 911
Net asset value per share (excluding deferred tax and
NCI) (cents) 1 060,01 1 046,96 1 055,74
Net tangible asset value per share (excluding deferred
tax, NCI, and goodwill and intangible assets) (cents) 951,54 928,10 942,91
* Refer to prior period restatements and reclassifications below.
^ Net of 361 396 896 (FY2016: 361 396 896) treasury shares.
STATEMENT OF CHANGES IN EQUITY
Share of
Foreign currency Share-based associates' Shareholders' Non-controlling
Figures in R'000s Stated capital Accumulated profit translation reserve payment reserve reserves interest interests Total equity
Unaudited 28 February 2017
Balance at 31 August 2016 36 526 352 12 231 282 640 820 39 825 (78 217) 49 360 062 281 300 49 641 362
Total comprehensive income for the period - 3 490 986 (1 897 841) - 3 167 1 596 312 35 420 1 631 732
Profit for the period - 3 490 986 - - - 3 490 986 37 370 3 528 356
Other comprehensive loss for the period - - (1 897 841) - 3 167 (1 894 674) (1 950) (1 896 624)
Transactions with owners (contributions
and distributions) 5 729 865 (2 082 504) - (5 538) 6 108 3 647 931 - 3 647 931
Issue of ordinary shares 5 733 373 - - - - 5 733 373 - 5 733 373
Dividends - (2 082 504) - - - (2 082 504) - (2 082 504)
Recognition of share-based payments (3 508) - - (5 538) - (9 046) - (9 046)
Share of post-acquisition change in net
assets of associates - - - - 6 108 6 108 - 6 108
Transactions with owners (changes in
ownership interests) - - - - - - 6 779 6 779
Acquisition of subsidiary with NCI - - - - - - 37 541 37 541
Disposal of subsidiary with NCI - - - - - - (30 762) (30 762)
Balance at 28 February 2017 42 256 217 13 639 764 (1 257 021) 34 287 (68 942) 54 604 305 323 499 54 927 804
Restated unaudited 29 February 2016
Balance as at 31 August 2015 33 209 605 11 338 789 567 168 21 710 - 45 137 272 - 45 137 272
Total comprehensive income for the period - 973 843 1 541 328 - - 2 515 171 31 525 2 546 696
Profit for the period - 973 843 - - - 973 843 31 525 1 005 368
Other comprehensive income for the period - - 1 541 328 - - 1 541 328 - 1 541 328
Transactions with owners (contributions
and distributions) 978 435 (1 801 172) - (6 855) - (829 592) - (829 592)
Issue of ordinary shares 978 435 - - - - 978 435 - 978 435
Dividends - (1 801 172) - - - (1 801 172) - (1 801 172)
Recognition of share-based payments - - - (6 855) - (6 855) - (6 855)
Transactions with owners (changes in
ownership interests) - - - - - - 105 354 105 354
Transactions with non-controlling interests - - - - - - 105 354 105 354
Balance as at 29 February 2016 34 188 040 10 511 460 2 108 496 14 855 - 46 822 851 136 879 46 959 730
Audited 31 August 2016
Balance as at 31 August 2015 33 209 605 11 338 789 567 168 21 710 - 45 137 272 - 45 137 272
Total comprehensive income for the year - 4 565 617 73 652 - 1 177 4 640 446 45 349 4 685 795
Profit for the year - 4 565 617 - - - 4 565 617 45 349 4 610 966
Other comprehensive income for the year - - 73 652 - 1 177 74 829 - 74 829
Transactions with owners (contributions
and distributions) 3 316 747 (3 673 124) - 18 115 (79 394) (417 656) (12 814) (430 470)
Issue of ordinary shares 3 318 016 - - - - 3 318 016 - 3 318 016
Dividends - (3 673 124) - - - (3 673 124) (12 814) (3 685 938)
Recognition of share-based payments (1 269) - - 18 115 - 16 846 - 16 846
Share of post-acquisition change in net
assets of associate - - - - (79 394) (79 394) - (79 394)
Transactions with owners (changes in
ownership interests) - - - - - - 248 765 248 765
Acquisition of subsidiary with NCI - - - - - - 248 765 248 765
Balance as at 31 August 2016 36 526 352 12 231 282 640 820 39 825 (78 217) 49 360 062 281 300 49 641 362
Unaudited Unaudited Audited
28 February 29 February 31 August
2017 2016 2016
Dividend per share (cents) 44,82 41,70 86,00
Interim 44,82 41,70 41,70
Final - - 44,30
STATEMENT OF CASH FLOWS
Restated*
Unaudited Unaudited Audited
28 February 29 February 31 August
Figures in R'000s 2017 2016 2016
Cash generated from operations 2 579 154 2 193 799 4 494 762
Interest received 276 196 306 467 596 418
Interest paid (1 064 363) (882 908) (2 125 060)
Taxation paid (33 650) - (111 864)
Net cash inflow from operating activities 1 757 337 1 617 358 2 854 256
Acquisition and development of investment properties (2 072 569) (1 837 773) (3 479 654)
Acquisition of property, plant and equipment (4 792) (3 029) (9 075)
Acquisition of subsidiaries with the exclusive view
to resell - - (210 433)
Investments in associates and joint ventures (107 121) (827 608) (5 429 648)
Proceeds on disposal of investment properties 696 017 721 460 1 207 521
Proceeds on disposal of listed securities 1 047 748 - -
Proceeds on the disposal of property, plant
and equipment - 1 732 2 833
Proceeds on decrease in investments in associates
and joint ventures 54 324 - -
Acquisition of other financial assets - - (508 081)
Proceeds on disposal of other financial assets 452 795 - -
Loan to joint venture repaid 7 828 - 38 299
Loan receivables repaid 631 485 - 348 602
Loan receivables advanced (120 181) (314 891) -
Dividends and interest received from associates and
joint ventures 536 144 367 758 680 745
Cash acquired on acquisition of subsidiaries 103 740 - -
Net cash inflow/(outflow) from investing activities 1 225 418 (1 892 351) (7 358 891)
Shares issued 522 667 978 435 3 318 016
Dividends paid (2 082 504) (1 801 172) (3 673 124)
Shares issued to non-controlling interests - 105 355 248 765
Dividends paid to non-controlling interests - - (12 814)
Interest-bearing borrowings raised 5 971 539 2 071 608 7 020 456
Interest-bearing borrowings repaid (6 950 240) (1 061 770) (2 163 873)
Net cash (outflow)/inflow from financing activities (2 538 538) 292 456 4 737 426
Net movement in cash and cash equivalents 444 217 17 463 232 791
Cash and cash equivalents at beginning of year 208 366 129 924 129 924
Translation effects on cash and cash equivalents 31 068 18 048 (154 349)
Cash and cash equivalents at end of period/year 683 651 165 435 208 366
* Refer to prior period restatements and reclassifications below.
DISTRIBUTABLE INCOME ANALYSIS
Figures in R'000s South Africa International Total
Contractual rental income 3 423 486 - 3 423 486
Investment income 5 076 10 481 15 557
Total revenue 3 428 562 10 481 3 439 043
Operating costs (1 162 053) - (1 162 053)
Administration costs (88 665) (3 931) (92 596)
Net operating profit 2 177 844 6 550 2 184 394
Other gains 6 730 20 507 27 237
Distributable income from equity-accounted
investments 83 153 632 127 715 280
Net distributable profit before finance costs
and taxation 2 267 727 659 184 2 926 911
Net finance costs (713 889) (110 994) (824 883)
- Interest income 253 222 31 673 284 895
- Interest expense (967 111) (142 667) (1 109 778)
Distributable foreign exchange loss - (2 763) (2 763)
Net distributable profit before taxation 1 553 838 545 427 2 099 265
Current taxation and withholding taxation (11) (30 109) (30 120)
Net income from continuing operations 1 553 827 515 318 2 069 145
Distributable profit from discontinued operations - 10 680 10 680
Net income from operations before non-controlling
interest share 1 553 827 525 998 2 079 825
Non-controlling interest share of distributable income (8 294) - (8 294)
Net income before distributable adjustments 1 545 533 525 998 2 071 531
Below the line distributable income adjustments:
- Antecedent distribution 11 159 - 11 159
- Pivotal pre-acquisition distribution 189 037 - 189 037
- Accrual for listed security income 40 065 3 394 43 459
- Transaction costs relating to business acquisitions 7 131 - 7 131
- Other distributable income 13 246 - 13 246
Distributable income 1 806 171 529 392 2 335 563
RECONCILIATION OF HEADLINE AND DISTRIBUTABLE EARNINGS
Restated*
Unaudited Unaudited Audited
28 February 29 February 31 August
Figures in R'000s 2017 2016 2016
Profit for the year attributable to Redefine shareholders 3 490 986 973 843 4 565 617
Changes in fair value of properties (including fair value
adjustments of associates) (198 681) 760 549 (827 689)
Bargain purchase on acquisition of associate - - (288 548)
Profit on dilution of ownership interest in an associate (107 507) - (11 610)
Impairment of interest in an associate - - 4 639
Loss on sale of subsidiary 13 864 - -
Non-controlling interest portion of changes in fair value
of investment properties 29 076 28 848 28 848
Headline earnings 3 227 738 1 763 240 3 471 257
Straight-line rental income accrual (149 135) 1 722 (38 166)
Accrual for listed security income (REIT distributable
income declared post-year-end) 43 459 11 055 3 250
Changes in fair values of listed securities and financial
instruments (356 431) (145 404) 162 488
Amortisation of intangible assets (net of deferred
taxation) 22 628 13 828 45 256
Impairment of loan to joint venture - 111 095 9 247
Fair value adjustments and other non-distributable items
of associates and NCI (other than investment property) (67 486) (404 333) 421 465
Non-distributable foreign exchange (gain)/loss (616 463) 462 629 (243 326)
Antecedent distribution 11 159 20 014 83 088
Pre-acquisition dividend received - 22 778 -
Pivotal pre-acquisition distribution 189 037 - -
Transaction costs relating to business acquisitions 7 131 3 298 4 187
Distributable profit from discontinued operations 10 680 - -
Other distributable income 13 246 12 029 35 709
Distributable income 2 335 563 1 871 951 3 954 455
Six months ended February 2 335 563 1 871 951 1 871 951
Six months ended August - - 2 082 504
Total dividends 2 335 563 1 871 951 3 954 455
Number of shares in issue^ ('000) 5 210 982 4 489 092 4 700 911
Weighted average number of shares in issue(#) ('000) 4 855 398 4 440 570 4 500 281
Diluted weighted average number of shares in issue(#)
('000) 4 855 398 4 440 570 4 500 281
Basic and diluted earnings per share (cents) 71,90 21,93 101,45
- Continuing operations 72,19 21,93 101,32
- Discontinued operations (0,29) - 0,13
Headline and diluted headline earnings per share
(cents) 66,48 39,71 77,13
- Continuing operations 66,48 39,71 77,00
- Discontinued operations - - 0,13
Dividend per share (cents) 44,82 41,70 86,00
* Refer to prior period restatements and reclassifications on below.
^ Net of 361 396 896 (FY2016: 361 396 896) treasury shares.
(#) There were no dilutive shares in issue.
SEGMENTAL ANALYSIS
Figures in R'000s Office Retail Industrial Specialised Total
Six months ended
28 February 2017
Contractual rental income 1 231 850 1 493 094 611 571 86 971 3 423 486
Operating costs (400 997) (579 888) (154 520) (26 648) (1 162 053)
Net property income 830 853 913 206 457 051 60 323 2 261 433
Investment properties* 22 176 345 25 781 785 10 772 428 1 613 246 60 343 804
Six months ended
29 February 2016
Contractual rental income 1 251 006 1 372 182 588 821 54 792 3 266 801
Operating costs (404 374) (533 582) (166 708) (18 912) (1 123 576)
Net property income 846 632 838 600 422 113 35 880 2 143 225
Investment properties* 18 383 199 20 409 300 9 261 752 895 096 48 949 347
Year ended 31 August 2016
Contractual rental income 2 449 801 2 751 315 1 170 058 138 953 6 510 127
Operating costs (783 123) (1 075 576) (341 362) (40 971) (2 241 032)
Net property income 1 666 678 1 675 739 828 696 97 982 4 269 095
Investment properties* 18 033 797 21 344 930 10 163 302 1 326 783 50 868 812
* Excluding properties under development and including non-current assets (properties) held for sale. The investment in
Leopard Holdings of R672,0 million classified as held-for-sale as at 28 February 2017 is excluded.
BUSINESS COMBINATIONS
The Pivotal Fund Limited
On 9 January 2017, the group acquired 100% of the shares and voting rights in The Pivotal Fund
Limited ("Pivotal") and obtained control of Pivotal. The shares were acquired for a consideration
of R5,2 billion, settled in Redefine shares. Pivotal was a JSE-listed property developer and capital
growth fund.
The business combination is in line with Redefine's strategy to diversify, grow and improve the
quality of its portfolio and recycle its capital through disposing of non-core assets and replacing
them with prime assets. The acquisition of Pivotal positions Redefine even more competitively in
the commercial property sector in line with its strategic intent to become the landlord of choice
in A-grade office space in sought-after areas in South Africa. This has given rise to the goodwill
recognised below.
For the two months since acquisition, Pivotal contributed total revenue of R168,2 million and net
profit after taxation of R51,9 million to the group's results.
If the businesses had been acquired on 1 September 2016, management estimates that
consolidated revenue and net profit after taxation for the Redefine group would have been
R4,0 billion and R2,4 billion respectively. In determining these amounts, management has
assumed that the fair value adjustments, determined provisionally, that arose on the date of
acquisition would have been the same if the acquisition had occurred on 1 September 2016.
The group incurred acquisition-related costs of R7,1 million to 28 February 2017.
This is disclosed as part of administration costs in the statement of profit or loss and other
comprehensive income.
The table below summarises the recognised amounts of assets acquired and liabilities assumed
at the date of acquisition. Provisional amounts have been used for the purpose of consolidation
as the business combination occurred shortly before Redefine's half year reporting period. If new
information is obtained within one year of the date of acquisition about facts and circumstances
that existed at the date of acquisition which identifies adjustments to the below amounts, or any
additional provisions that existed at the date of acquisition, then the accounting for the acquisition
will be revised.
Assets and liabilities arising from the acquisition
31 December
Figures in R'000s 2016*
Assets
Investment properties 10 363 483
Listed securities 299 782
Interest in associate 783 627
Loans receivable 1 488 559
Derivative assets 12 703
Property, plant and equipment 928
Trade and other receivables 142 025
Other financial assets 1 546
Cash and cash equivalents 103 740
Liabilities
Interest-bearing borrowings (7 837 319)
Derivative liabilities (51 374)
Deferred taxation (196 504)
Trade and other payables (266 626)
Interest accrual on interest-bearing borrowings (11 632)
Taxation payable (5 298)
Fair value of net assets 4 827 640
Goodwill arising from the acquisition 379 558
Purchase consideration 5 207 198
Settled in 459 999 805 Redefine shares(#) 5 207 198
Cash and cash equivalents acquired 103 740
Net cash inflow on acquisition of Pivotal 103 740
* The effective date used for accounting for the business combination in terms of IFRS 3 was
31 December 2016.
(#) The fair value of the Redefine shares issued was based on the listed closing share price on
9 January 2017, being the date that the Redefine shares were transferred to the previous shareholders of Pivotal.
Loans receivable are carried at amortised cost, interest is market-related, therefore the
amortised cost approximates the fair value. The gross contractual amount receivable for loans
receivable is as disclosed above.
Trade and other receivables are carried at amortised cost. Due to the short-term nature,
amortised cost approximates the fair value. Trade and other receivables comprise gross
contractual amounts due of R146,3 million, net of a provision for doubtful debts of R4,3 million,
which is the best estimate at the acquisition date of the contractual cash flows not expected to be
collected.
FINANCIAL INSTRUMENT FAIR VALUE DISCLOSURE
Categories of financial instruments
Unaudited 28 February 2017 Unaudited 29 February 2016 Audited 31 August 2016
At fair value At fair value At fair value
Loans and through profit Loans and through profit Loans and through profit
Figures in R'000s receivables or loss Total receivables or loss Total receivables or loss Total
Financial assets
Listed securities - 274 007 274 007 - 1 336 848 1 336 848 - 974 620 974 620
Derivative assets(#) - 262 680 262 680 - 349 963 349 963 - 245 582 245 582
Loans receivable 1 845 445 - 1 845 445 1 516 750 - 1 516 750 859 491 - 859 491
Other financial assets 258 583 - 258 583 252 830 - 252 830 455 895 255 574 711 469
Trade and other receivables 611 261 - 611 261 576 599 - 576 599 478 071 - 478 071
Listed security income receivable - - - 46 062 - 46 062 57 630 - 57 630
Cash and cash equivalents 683 651 - 683 651 165 435 - 165 435 208 366 - 208 366
3 398 940 536 687 3 935 627 2 557 676 1 686 811 4 244 487 2 059 453 1 475 776 3 535 229
Other At fair value Other At fair value Other At fair value
financial through profit financial through profit financial through profit
Figures in R'000s liabilities or loss Total liabilities or loss Total liabilities or loss Total
Financial liabilities
Interest-bearing borrowings 32 288 752 - 32 288 752 25 375 043 - 25 375 043 28 190 102 - 28 190 102
Interest-bearing borrowings at fair value* - 1 962 679 1 962 679 - - - - - -
Interest accrual on interest-bearing borrowings 377 129 - 377 129 263 039 - 263 039 307 881 - 307 881
Derivative liabilities(#) - 147 376 147 376 - 36 427 36 427 - 38 044 38 044
Other financial liabilities 252 925 - 252 925 252 830 - 252 830 253 016 - 253 016
Trade and other payables 1 017 978 - 1 017 978 845 459 - 845 459 750 341 - 750 341
33 936 784 2 110 055 36 046 839 26 736 371 36 427 26 772 798 29 501 340 38 044 29 539 384
For all financial instruments carried at amortised cost, interest is market-related therefore the amortised cost approximates the fair value.
(#) The derivatives are classified as held-for-trading in terms of IAS 39.
* The exchangeable bonds issued in September 2016 are designated as at fair value through profit or loss.
Fair value hierarchy for financial instruments and investment property
IFRS 13 requires that an entity discloses for each class of financial instruments and investment property
measured at fair value, the level in the fair value hierarchy into which the fair value measurements are
categorised in their entirety.
The fair value hierarchy reflects the significance of the inputs used in making fair value measurements.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety shall
be determined on the basis of the lowest level input that is significant to the fair value measurement in its
entirety.
The table below analyses financial instruments and investment property carried at fair value.
The fair value hierarchy has the following levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Unaudited 28 February 2017 Unaudited 29 February 2016 Audited 31 August 2016
Figures in R'000s Fair value Level 1 Level 2 Level 3 Fair value Level 1 Level 2 Level 3 Fair value Level 1 Level 2 Level 3
Assets
Investment properties 64 713 119 - - 64 713 119 51 149 358 - - 51 149 358 52 898 853 - - 52 898 853
Listed securities 274 007 274 007 - - 1 336 848 1 336 848 - - 974 620 974 620 - -
Derivative assets 262 680 - 262 680 - 349 963 - 349 963 - 245 582 - 245 582 -
65 249 806 274 007 262 680 64 713 119 52 836 169 1 336 848 349 963 51 149 358 54 119 055 974 620 245 582 52 898 853
Liabilities
Interest-bearing borrowings at fair value 1 962 679 1 962 679 - - - - - - - - - -
Derivative liabilities 147 376 - 147 376 - 36 427 - 36 427 - 38 044 - 38 044 -
2 110 055 1 962 679 147 376 - 36 427 - 36 427 - 38 044 - 38 044 -
Transfers between level 1, level 2 and level 3
There have been no transfers between level 1, level 2 and level 3 during the period under review.
Level 3 reconciliation
Unaudited 28 February 2017 Unaudited 29 February 2016 Audited 31 August 2016
Gain/(loss) Gain/(loss) Gain/(loss)
Balance at in profit or Balance at in profit or Balance Balance at in profit or
beginning loss for Acquisitions/ Balance at beginning loss for Acquisitions/ at end of beginning loss for Acquisitions/ Balance at
Figures in R'000s of year the period (disposals) end of period of year the period (disposals) period of year the year (disposals) end of year
Investment properties 49 698 640 421 280 9 160 692 59 280 612 48 026 479 (505 809) (74 533) 47 446 137 48 026 479 663 044 1 009 117 49 698 640
Properties under development 2 030 041 (128 910) 2 468 184 4 369 315 1 872 390 (124 058) 451 679 2 200 011 1 872 390 (374 773) 532 424 2 030 041
Investment properties held-for-sale 1 170 172 - (106 980) 1 063 192 1 289 612 (9 317) 222 915 1 503 210 1 289 612 (6 843) (112 597) 1 170 172
52 898 853 292 370 11 521 896 64 713 119 51 188 481 (639 184) 600 061 51 149 358 51 188 481 281 428 1 428 944 52 898 853
The fair value gains and losses are included in the fair value adjustment line in profit or loss.
Details of valuation techniques
The valuation techniques used in measuring fair values at 28 February 2017 for financial instruments
measured at fair value in the statement of financial position, as well as the significant unobservable inputs
used is disclosed below. There have been no significant changes in valuation techniques and inputs since
31 August 2016.
Listed securities
Closing market price on the relevant exchange.
Derivative assets and liabilities
Foreign exchange options
The fair value is determined using quoted forward exchange rates at the reporting date and present value
calculations based on high credit quality yield curves in the respective currencies.
Interest rate swaps
The fair value is calculated as the present value of the estimated future cash flows. Estimates of future
floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates.
Estimated cash flows are discounted using a yield curve constructed from similar sources which reflects the
relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate
swaps. The fair value estimate is subject to a credit risk adjustment that reflects the credit risk of the group
and of the counterparty. This is calculated based on credit spreads derived from current credit default swap
or bond prices.
Cross-currency interest rate swaps
Valued by discounting the future cash flows using the swap curve of the respective currencies at the dates
when the cash flows will take place.
Interest-bearing borrowings at fair value
The exchangeable bonds fair value is determined with reference to the quoted price on the Frankfurt Stock
Exchange.
Investment properties
The valuation policy adopted by management is to revalue investment property at each reporting period,
valued internally for the interim financial statements and externally for the annual financial statements.
The changes in fair value from the previous reporting period is analysed by management.
Current market-related assumptions were applied to the risks in rental streams of properties. Discount rate
in the respective sectors are disclosed below.
At the reporting date, the key assumptions used by the group in determining fair value were in the following
ranges for the group's portfolio of properties:
Unaudited Audited
28 February 31 August
Unobservable inputs (% unless otherwise stated) 2017 2016
Expected market rental growth 4.00 - 8.00 4.00 - 8.00
Expected expense growth (estimated) 7.00 - 10.00 7.00 - 10.00
Occupancy rate 93,3 93,4
Vacancy periods 0 - 12 months 0 - 12 months
Rent-free periods 0 - 3 months 0 - 3 months
Office sector
Discount rate 12.50 - 18.00 12.50 - 18.00
Exit capitalisation rate 7.25 - 13.00 7.75 - 13.00
Retail sector
Discount rate 12.25 - 19.25 12.25 - 19.25
Exit capitalisation rate 7.00 - 12.50 7.00 - 12.50
Industrial sector
Discount rate 13.00 - 18.50 13.00 - 18.50
Exit capitalisation rate 8.00 - 14.00 8.00 - 14.00
Specialised sector
Discount rate 15.00 15.00
Exit capitalisation rate 9.00 9.00
Measurement of fair value
Valuation techniques
All valuations were completed using the discounted cash flow method of valuation.
Discounted cash flow method:
The valuation model generates a net present value for each property by discounting forecasted future cash
flows and a residual value at the end of the cash flow projection period by the discount rate of each property.
The residual value is calculated by capitalising the net income forecasted for the 12-month period immediately
following the final year of the cash flow at the exit/reversionary capitalisation rate. The discount rate applied
by each valuator is determined by adding a growth rate per property, based on forecasted market-related
rental increases, to the determined capitalisation rate per property. The discount rate is then tested for
reasonableness by benchmarking the rate against recent comparable sales and surveys prepared by
Investment Property Databank/South African Property Owners Association (IPD/SAPOA). The capitalisation
rate is dependent on a number of factors, such as location, the condition of the improvements, current market
conditions, the lease covenants and the risk inherent in the property and is also tested for reasonableness by
benchmarking against recent comparable sales and surveys prepared by IPD/SAPOA.
Inter-relationship between key unobservable inputs and fair value measurements
The estimated fair value would increase/(decrease) if:
- Expected market rental growth was higher/(lower)
- Expected expense growth was lower/(higher)
- Vacant periods were shorter/(longer)
- Occupancy rate was higher/(lower)
- Rent-free periods were shorter/(longer)
- Discount rate was lower/(higher)
- Reversionary capitalisation rate was lower/(higher)
- Capitalisation rate was lower/(higher)
PRIOR PERIOD
RESTATEMENTS AND
RECLASSIFICATIONS
RESTATEMENTS
Loans receivables - Ma Afrika Tikkun Endowment Trust
In the financial year ended 31 August 2013, Redefine granted Ma Afrika Tikkun Endowment Trust (Ma Afrika)
a loan to acquire Redefine shares. The loan is secured by 55 520 130 Redefine shares and will be repaid
using the dividends on the shares and the proceeds generated by the future sale of shares. As the loan only
has recourse to the shares and no other assets, the issue of the shares on loan account should have, for
accounting purposes, been treated as an option grant which vested on the date when the loan was granted. In
prior years, Redefine accounted for the shares as issued and recognised a loan receivable. The comparatives
for the 29 February 2016 results have been restated to account for the issue of a share option, instead of the
issue of Redefine shares and related loan. The guarantee fee receivable related to this loan has also been
derecognised and is included in the valuation of the option.
Dipula BEE Trust
In 2012, Redefine sold 50 million Dipula Income Fund Limited B shares (Dipula B shares) to the Dipula BEE
Trust for a consideration of R270,0 million and a 33.3% beneficiary interest in the Dipula BEE Trust. The Dipula
BEE Trust obtained bank funding for the purchase of the shares. Redefine in turn provided a guarantee of
R180,0 million and agreed to a put option of R90,0 million (minimum) as security for the bank loan. The Dipula
BEE Trust cannot dispose of the 50 million Dipula B shares without Redefine's approval. Redefine has
assessed that it neither retained nor transferred substantially all the risks and rewards of ownership of
the 50 million Dipula B shares and Redefine retained control of the 50 million Dipula B shares. Therefore,
Redefine should have continued to recognise the 50 million Dipula B shares to the extent of its continuing
involvement. Redefine should also have a recognised an associated liability for the amount it could be required
to pay in terms of the guarantee and put option. In 2012, Redefine derecognised the 50 million Dipula B shares
and recognised a financial guarantee receivable and disclosed the related financial guarantee liability.
Accordingly, this transaction has been restated retrospectively to reflect Redefine's continuing involvement in
the 50 million Dipula B shares and associated liability.
RECLASSIFICATIONS
Derivative assets and liabilities
In the prior periods, the interest rate swaps presented as derivative assets and liabilities were offset.
Accordingly, the derivative assets/liabilities have been reclassified with the change applied retrospectively.
The change is of a non-cash flow nature and has no effect on the distributable income or profit or loss.
Interest accrual on interest-bearing borrowings
In the prior periods, the interest accrual on interest-bearing borrowings was presented together with trade
and other payables. The interest accrual on interest-bearing borrowings has been reclassified to a separate
line on the statement of financial position with the change applied retrospectively. The change is of a non-cash
flow nature and has no effect on the distributable income or profit or loss. There is no impact on the group's
basic or diluted earnings per share and no impact on the total operating, investing or financing cash flows for
the six months ended 29 February 2016.
Cash flow - dividends paid
In the prior periods, the dividends paid and dividends paid to non-controlling interests were presented as
cash flows from operating activities. Dividends paid and dividends paid to non-controlling interests have been
reclassified to cash flows from financing activities with the change applied retrospectively to be in line with
the manner in which Redefine manages its cash.
The results for the half year ended 29 February 2016 were restated in accordance with the restatements in the
31 August 2016 audited group annual financial statements.
Figures in R'000s Impact of restatements and reclassifications
As previously
Statement of financial position reported Adjustment As restated
Non-current assets
Loans receivable 1 319 517 (570 505) 749 012
Guarantee fees receivable 97 760 (97 760) -
Current assets
Trade and other receivables 726 402 3 461 729 863
Other financial assets - 252 830 252 830
Total assets 74 516 200 (411 974) 74 104 226
Stated capital 34 716 446 (528 405) 34 188 041
Reserves 12 738 176 (103 366) 12 634 810
Equity 47 591 501 (631 771) 46 959 730
Non-current liabilities
Other financial liabilities 33 033 (33 033) -
Current liabilities
Trade and other payables 1 276 212 (263 039) 1 013 173
Interest accrual on interest-bearing borrowings - 263 039 263 039
Other financial liabilities - 252 830 252 830
Total equity and liabilities 74 516 200 (411 974) 74 104 226
Number of shares in issue ('000) 4 544 612 (55 520) 4 489 092
Net asset value per share (excluding deferred tax and
NCI) (cents) 1 048,07 (1,11) 1 046,96
Net tangible asset value per share (excluding deferred
tax, NCI and goodwill and intangible assets) (cents) 930,67 (2,57) 928,10
Statement of profit or loss and other
comprehensive income
Other gains
- Fee income 70 423 (5 014) 65 409
Net interest costs
- Interest income 329 230 (30 168) 299 062
Profit for the period 1 040 550 (35 182) 1 005 368
Earnings and diluted earnings per share from
continuing operations (cents) 22,44 (0,51) 21,93
Statement of cash flows
Cash generated from operations 2 257 006 (63 207) 2 193 799
Interest received 329 230 (22 763) 306 467
Interest paid (946 115) 63 207 (882 908)
Dividends paid (1 823 935) 1 823 935 -
Net cash inflow from operating activities (183 814) 1 801 172 1 617 358
Dividends paid - (1 801 172) (1 801 172)
Net cash (outflow)/inflow from financing activities 2 093 628 (1 801 172) 292 456
Executive directors:
M Wainer (Executive Chairman)
A J König (CEO)
L C Kok (FD)
Independent non-executive directors:
M Barkhuysen
N B Langa-Royds
P Langeni
B Mathews
H K Mehta
B Nackan (lead independent)
D A Nathan
Registered office:
Rosebank Towers, Office Level 5, 19 Biermann Avenue, Rosebank, 2196
PO Box 1731, Parklands, 2121
Telephone +27 11 283 0000
Email and website:
investorenquiries@redefine.co.za
www.redefine.co.za
Transfer secretaries:
Computershare Investor Services Proprietary Limited
Sponsor:
Java Capital
Company secretary:
B Baker
Independent auditors:
KPMG Inc
www.redefine.co.za
Date: 08/05/2017 07:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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