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SPEAR REIT LIMITED - Provisional Summarised Audited Consolidated Financial Statements For The 4 Months Ended 28 February 2017

Release Date: 17/05/2017 07:05
Code(s): SEA     PDF:  
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Provisional Summarised Audited Consolidated Financial Statements For The 4 Months Ended 28 February 2017

SPEAR REIT LIMITED
(previously Arrow 2 Investments Proprietary Limited)
Incorporated in the Republic of South Africa
Registration number 2015/407237/06
Share Code: SEA
ISIN: ZAE000228995
(Approved as a REIT by the JSE)
('Spear' or 'the Company') 

HIGHLIGHTS
* Maiden distribution per share of 23.51 cents increased to 16.75% over the forecast 
  distribution TNAV per share increased from R9.37 to R10.03, being a 7.01% increased

* 3.79% increased in investment property fair value from R1.393 billion to R1.446 billion

* R250 million capital raised at listing date, 11 November 2016

* R119 million capital raised through a cash for share issue on 28 February 2017

* Gearing reduced from 42.11% to 33.09% 

* In excess of R1 billion of new acquisitions concluded after period end to establish 
  healthy pipeline to increase distributable earnings 

* Envisaged move to the JSE Main Board on 22 May 2017

NATURE OF THE BUSINESS
Spear REIT Limited listed as a Real Estate Investment Trust ('REIT') on the AltX of the 
Johannesburg Stock Exchange ('JSE') on 11 November 2016. Its main business is the investment 
in high-quality income-generating real estate across all sectors within the Western Cape, 
predominantly in the Cape Town region.

The Company conducts its business directly and through a number of subsidiaries, collectively 
referred to as the 'Group'. 

The Company's property and asset management functions are internally and directly managed by 
the Spear executive management team.

PROVISIONAL SUMMARISED AUDITED CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE 4 MONTHS ENDED 28 FEBRUARY 2017

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
                                                                    Group         
                                                                  Audited            Audited
                                                              28 Feb 2017        29 Feb 2016
                                                                    R'000              R'000
ASSETS
Non-current assets           
Investment property
(Including straight-line accrual)                               1 445 715                  - 
Property, plant and equipment                                         128                  - 
Deferred taxation                                                   6 533                  - 
                                                                1 452 376                  - 
Current assets           
Trade and other receivables                                         8 092                  - 
Cash and cash equivalents                                          12 632                  - 
Loans to related parties                                                -                0.1 
Other financial assets                                              1 714                  - 
Taxation receivable                                                    11                  - 
Insurance claim receivable                                         18 687                  - 
                                                                   41 136                0.1 
TOTAL ASSETS                                                    1 493 512                0.1 
EQUITY AND LIABILITIES           
Shareholders' interest           
Stated capital                                                    917 538                0.1 
Share-based payment reserve                                         3 939                  - 
Accumulated income                                                 65 331                  - 
                                                                  986 808                0.1 
Liabilities           
Non-current liabilities           
Financial liabilities                                             478 453                  - 
                                                                  478 453                  - 
Current liabilities           
Loans from related parties                                          3 881                  - 
Finance lease                                                         113                  - 
Trade and other payables                                           21 554                  - 
Deferred revenue                                                    2 703                  - 
                                                                   28 251                  - 
TOTAL LIABILITIES                                                 506 704                  - 
TOTAL EQUITY AND LIABILITIES                                    1 493 512                0.1

Number of ordinary shares in issue                             98 226 952 
Treasury shares                                                  (464 591)
Net ordinary shares in issue                                   97 762 361 
Gearing ratio                                                       33.09%
Net asset value per share (Cents)                                   1 009
Tangible net asset value per share (Cents)                          1 003

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the 4-month period ended 28 February 2017
                                                                    Group
                                                                  Audited
                                                         28 February 2017
                                                                    R'000
Property portfolio     
- Contractual rental income                                        51 916 
- Tenant recoveries                                                 9 905 
- Straight-line rental income accrual                              (2 647)
                                                                   59 174 
Other income                                                        2 088 
Total revenue                                                      61 262 
Property operating and management expenses                        (16 294)
Net property-related income                                        44 968 
Administrative expenses                                            (4 558)
Net operating profit                                               40 410 
Fair value adjustment - Investment properties                      40 553 
Depreciation and amortisation                                          (4)
Formation and listing cost                                         (1 873)
Share-based payment expense                                        (3 939)
Profit from operations                                              75 147 
Net interest                                                      (16 662)
- Finance costs                                                   (20 487)
- Finance income                                                    3 825 
Profit before taxation                                             58 485 
Taxation                                                            6 846 
Profit for the year                                                65 331 
Other comprehensive income                                             - 
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD                          65 331 
Attributable to:     
Equity owners of parent                                            65 331 
Non-controlling interest                                                - 
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD                          65 331 
Basic headline earnings per share (Cents)                           96.65 
Diluted headline earnings per share (Cents)                         96.65 
Distribution per share (Cents)                                      23.51
Interest cover ratio                                                 2.58

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the 4-month period ended 28 February 2017

                           Share capital        Accumulated       Equity        Total equity
                                                profit/(loss)     reserve   
Group
R'000
Balance as at 
01 March 2016                        0.1                  -            -                 0.1 
Changes in equity:                    
Profit for the period                  -             65 331            -              65 331 
Shares repurchased from founders    (0.1)                 -            -                (0.1)
Issue of shares                  921 888                  -            -             921 888 
Acquisition of treasury shares    (4 350)                 -            -              (4 350)
Share-based payment expense            -                  -        3 939               3 939 
Total changes                    917 538             65 331        3 939             986 808 
Balance as at
28 February 2017                 917 538             65 331        3 939             986 808
                      
CONSOLIDATED STATEMENT OF CASH FLOWS 
For the 4-month period ended 28 February 2017
                                                                    Group         
                                                                  Audited            
                                                              28 Feb 2017        
                                                                    R'000             
Cash generated from operations           
Profit before tax                                                  58 485 
Adjustments for:          
Straight-line rental income accrual                                 2 647 
Fair value adjustments - Investment property                      (40 553) 
Depreciation                                                            4 
Finance income                                                     (3 825) 
Finance cost                                                       20 487 
Formation and listing cost                                          1 873 
Rental loss credits                                                (1 101) 
Share-based payment reserve                                         3 939 
Changes in working capital          
Trade and other receivables                                        (8 092) 
Trade and other payables                                           21 554 
Cash generated from operating activities                           55 418 
Finance income                                                      3 825 
Finance cost                                                      (20 487) 
Taxation paid                                                         (11) 
Net cash generated from operations                                 38 745 
Cash flows from investing activities          
Purchase of property, plant and equipment                            (132) 
Additions to investment property                                  (20 459) 
Investment property cost capitalised                               (1 009)
Movement in other financial assets                                 (1 714) 
Proceeds from insurance claim                                      10 000 
Net cash used in investing activities                             (13 314) 
Cash flow from financing activities          
Proceeds from share issue                                         354 350 
Repayment of financial liabilities                               (366 531) 
Repayment of finance leases                                          (148) 
Loan from related party                                             8 639 
Repayment of related party loan                                    (4 758) 
Purchase of treasury shares                                        (5 310) 
Proceeds from sale of treasury shares                                 959 
Net cash generated from financing activities                      (12 799) 
Total cash movement for the period                                 12 632 
Cash beginning of the period                                            - 
Cash end of period                                                 12 632

SUMMARISED OPERATING SEGMENT INFORMATION
Period ended 28 February 2017                              
R'000                                 Revenue         Operating profit          Total assets
Industrial                             10 997                    8 742               299 249 
Commercial                             16 572                    9 689               455 655 
Retail                                 20 342                   11 945               376 186 
Hospitality                            13 346                   13 346               200 134 
Residential                             2 251                    2 104                83 683 
Non-property                              401                   (2 769)               47 798 
Straight-line of leases                (2 647)                  (2 647)               30 807 
Total                                  61 262                   40 410             1 493 512

SELECTED EXPLANATION NOTES TO THE RESULTS
1. Earnings per share                    
This note provides the obligatory information in terms of IAS 33, Earnings Per Share and 
SAICA Circular 2/2015 for the Group and should be read in conjunction with note 2, where 
earnings are reconciled to distributable earnings. Distributable earnings determine the 
distribution declared to shareholders, which is a meaningful metric for a stakeholder 
in a REIT.                    
                    
1.1 Basic earnings per share                                         2017          
Shares in issue                                          Number of shares          
Number of shares in issue at end of year                       97 762 361           
Weighted average number of shares in issue                     25 636 517           
Diluted weighted average number of shares in issue             25 636 517           
                    
Basic earnings per share                                            Cents          
Earnings (profit attributable to owners of the parent)             65 331           
Basic earnings per share                                           254.83           
Diluted earnings per share                                         254.83           
                    
1.2 Headline earnings per share                    
Reconciliation between basic earnings and headline earnings         R'000          
Earnings (profit attributable to owners of the parent)             65 331           
Adjusted for:                                                       Gross                Tax
Fair value adjustments to investment properties                   (40 553)                 0
Headline earnings                                                  24 778                  - 
                    
Headline earnings per share:                                        Cents          
Headline earnings per share                                         96.65           
Diluted headline earnings per share                                 96.65           

2. Reconciliation between earnings and distributable earnings          
2.1 Distributable earnings                                 4 months ended
                                                         28 February 2017
                                                                    R'000
Earnings (profit attributable to owners of the parent)             65 331 
Adjusted for:          
Fair value adjustments to investment properties                   (40 553)
Headline earnings                                                  24 778 
Adjusted for:          
Straight-lining of leases adjustment                                2 647 
Depreciation                                                            4 
Formation and listing cost                                          1 873 
Equity-settled share-based payment reserve                          3 939 
Deferred tax realisation                                           (6 846)
Less: Profit not distributed                                       (5 970)
Antecedent dividend                                                 2 562 *
Distributable profit                                               22 987

* In the determination of distributable earnings, the Group 
elects to make an adjustment for the antecedent dividend arising 
as a result of the share for cash issue during the period for 
which the Company did not have full access to the cash flow 
from such issue.

Number of shares in issue at period end                        98 226 952 
Less: Treasury shares                                           (464 591)
Number of shares participating in distribution                 97 762 361

DISTRIBUTION DECLARED AND DISTRIBUTION PER SHARE
Total distributions for the period - 2017                 Cents per share
Maiden distribution recommended by the Board 
and approved on 17 May 2017 (Distribution number 1)                 23.51
Total distributions for the period ended 28 February 2017           23.51
          
No distributions were declared for any period preceding the period ending 
28 February 2017 as this current 4-month period ending on 28 February 2017 
is the first period of operations of the Group.          


COMMENTARY
Commentary on Results
Listing Success
Spear successfully listed on the AltX of the JSE (JSE:SEA) on 11 November 
2016 and is the only regionally specialised REIT in Southern Africa. Spear 
only invests in high-quality real estate in the Western Cape. Spear has a 
market capitalisation in excess of R1.0 billion and assets under ownership 
in excess of R1.446 billion. Spear shares started trading at R9.00 per share 
on the listing date and have continued to perform strongly, with the share price 
trading up to levels of R10.40 per share (up 15.5% from the listing date). Spear 
issued a trading statement on 21 April 2017 to further advise the market that 
its results for the four months ending 28 February 2017 will be more than 15% 
higher than the 20.14 cents per share forecast per the Spear Pre-Listing 
Statement issued on 21 October 2016.

Institutional Investors & Strong Market Support 
Spear has attracted strong support from the institutional investor market as demand 
for Spear stock has grown from the listing date. Over the last four months, management 
has welcomed two new institutional investors that participated in the Spear shares 
for cash placement on 28 February 2017 and have identified Spear as a long-term investment 
opportunity. In order for Spear to access an even greater pool of institutional investors, 
management has resolved to move Spear's listing from the AltX to the Main Board of the 
JSE on 22 May 2017. 

Company and Focused Strategy
Spear actively manages all properties internally, with all asset management, property 
management and financial management in house. Spear aims to build investor wealth 
through the careful selection, acquisition and management of secure income-producing 
properties and portfolios. 

Spear obtains its diversification through investment across the Commercial, Retail, 
Industrial, Hospitality and Residential sectors. Spear's key focus areas are creating 
shareholder value, growing income for all stakeholders and continuously acquiring high-quality 
assets within the Western Cape whilst maintaining a high-quality core portfolio with a high 
percentage of occupancy. 

Following a strong four months to year end, growth in distributable earnings 
increased in the four months to 28 February 2017 as a result of:
-  higher than budgeted hotel-related income
-  the acquisition concluded during the course of the period being yield accretive
-  lower than budgeted finance costs due to budgeted interest rates increases not being 
implemented by the SARB.

DISTRIBUTABLE EARNINGS
The Board approved and declared a maiden distribution of 23.51 cents per share on 
11 May 2017. The distribution declared is an increase of 16.75% over the forecast 
distribution of 20.14 cents per share as per the PLS dated 21 October 2016.
                                                               PLS     28-Feb-17    % Change 
Distribution 1                                                 20.14       23.51       16.75

NET ASSET VALUE
The tangible net asset value per share increased by 7.01% from the pro forma R9.37 
per the PLS to R10.03 per share. 

The increase is driven by an increase in the fair value of investment property by 
3.79% and reducing debt levels by 8.36%.

BORROWINGS & FUNDING
On 11 November 2016, the listing date, the Group raised R250 million by placing 
30.22 million shares on the market at an average price of R8.26 per share. The Group's 
target was to raise a maximum of R300 million and a minimum of R200 million at listing. 

The Group raised an additional R119 million through a share for cash issue on 
28 February 2017 by placing 12.8 million shares at a price of R9.30 per share. 

The Group's gearing level at 28 February 2017 was 33.09% and the Group had fixed 
borrowings of 59% of total borrowings at an average fixed rate of 9.78% and Group 
average cost of funding of 9.65%.

                                      Amount
                                       R'000
Variable borrowings                  193 958 
Fixed borrowings                     284 495
Total borrowings                     478 453 
Percentage fixed                          59

TENANT PROFILE
                              Gross lettable     Gross lettable     Number of       Number of
                                   area (m2)             area %       tenants       tenants %
A - Large nationals, 
large listed and 
government                          104 844               60.77            49              18
B - Smaller international 
and national tenants                 40 999               23.77           173              64
C - Other local tenants 
and sole proprietors                 19 987               11.59            50              18
Parking and storage                   5 089                2.95
Vacant                                1 584                0.92
                                    172 503                 100           272             100

LEASE EXPIRY PROFILE
Lease expiry profile 
based on gross           Industrial   Commercial   Retail   Hospitality   Residential   Total
lettable area                     %            %        %             %             %       %
Vacant                           0             2        2             0             0       1
Monthly                          0             0        3             0             0       1
Expiry in the year to
28 February 2018                 17           13       19             0             4      15
Expiry in the year to
28 February 2019                 47           27       15             0             1      29
Expiry in the year to
28 February 2020                  7           14       10             0             0       9
Expiry in the year to 
28 February 2021                 26           25       26             0             0      23
Thereafter                        3           19       25           100            95      22
                                100          100      100           100           100     100

Lease expiry profile      Industrial   Commercial   Retail   Hospitality   Residential   Total
based on revenue                   %            %        %             %             %       %
Monthly                            0            1        4             0             0       1
Expiry in the year to 
28 February 2018                  12           13       26             0             5      16
Expiry in the year to 
28 February 2019                  42           29       12             0             2      22
Expiry in the year to 
28 February 2020                  13           13       10             0             0      10
Expiry in the year to 
28 February 2021                  28           28       28             0             0      25
Thereafter                         5           16       20           100            93      26
                                 100          100      100           100           100     100

Weighted average escalations per sector
                                               Escalation
Industrial                                             7%
Office                                                 8%
Retail                                                 8%
Hospitality                                        Note 1
Residential                                            9%
Note 1: Lease with 3rd party operator is based on a fixed (60% of budgeted EBITDA) 
and variable (95% of actual EBITDA less fixed rental). 

VACANCY PROFILE
                                                   Gross lettable     Vacant area     Vacancy
                                                         area (m2)            (m2)          %
Industrial                                                 73 818              -         0.00
Commercial                                                 40 559             861        2.12
Retail                                                     38 320             723        1.89
Hospitality                                                11 339               -        0.00
Residential                                                 8 467               -        0.00
                                                          172 503           1 584        0.92

VACANCIES
The vacancy level decreased from 1.5% to 1.0% at period end.

PROSPECTS
The continued strong performance of the Western Cape property sector and the regional 
specialisation of Spear insulates the Company to a degree from the current weak economic climate. 
The Western Cape focus of the Company and  management's proximity to assets will continue to 
stand the Company in good stead well into the future, given the continued and successful 
implementation  of the Company strategy to only invest in high-quality assets in the Western 
Cape along with its healthy pipeline of greenfield and brownfield development opportunities. 
The Board is confident that demand for quality rental properties across the various sectors 
within the Western Cape will continue as the effects of semigration will create additional 
demand for rental properties. Along with strong property fundamentals, and in line with the 
PLS issued on 21 October 2016, management's distribution forecast for the year ending 
28 February 2018 is 74 cents per share. In the light of recent acquisitions and other operational 
efficiencies created within the Company, management advises that distribution per share for the 
year ending 28 February 2018 is anticipated to be higher than the original forecast of 
74 cents per share by 2-4%. The latter revision is premised upon the following assumptions:
*  that a relatively stable macro-economic environment will prevail
*  that lease renewals are concluded as per the Company forecast
*  that no major tenant failures will take place
*  that tenants will successfully absorb rising costs associated with utility consumption 
   charges and municipal rates
*  that all acquisitions successfully transfer to Spear as per the subsequent events disclosure.

The revised forecast is the sole responsibility of the directors and has not been 
reviewed by Spear's auditors.

SUBSEQUENT EVENTS
The directors are not aware of any events, other than those listed below, that have 
occurred since the end of the financial period, which have a material impact on the results 
and disclosures in the provisional summarised audited consolidated financial statements.

The Group took transfer of the following properties after year end:
                                        Transfer date               Acquisition value R'000
 -  Selective House, Tygervalley            14 Mar 17                                13 200
 -  Werksmans, Tygervalley                   1 Mar 17                                41 200

The Group entered into agreement to acquire the following properties:
                  Expected transfer    Acquisition            Debt        Equity   
                               date          value         funding       funding 
                              R'000          R'000           R'000
- 2 Long Street, 
Cape Town                  1 Jul 17        389 000         210 000       179 000      Note 1
- 15 on Orange, Cape Town  
                           1 Jul 17        298 000         175 000       123 000      Note 2
- Mega Park, Bellville
                           1 Jun 17        379 157         224 000       155 157      Note 3
- Virgin Active George, 
George                     1 Jul 17         22 000          12 000        10 000      Note 4
                                         1 088 157         621 000       467 157      

Note 1 Equity funding will consist of a capital raise by way of placing Spear shares on the 
general market after Competition Commission approval is received. Approval is expected 
to occur in May 2017.

Note 2 Equity funding will consist of a capital raise by way of placing Spear shares on 
the general market after Competition Commission approval. The Competition Commission 
approval was received on 25 April 2017.

Note 3 Equity funding will consist of a direct issue of Spear shares to the seller after 
Competition Commission approval is received. Approval is expected to occur in May 2017.

Note 4 The remaining R10 million of the Virgin Active George property will be settled in 
cash and has been included in the capital commitments note in the financial statements.

BASIS OF PREPARATION
The provisional summarised consolidated financial statements are prepared in 
accordance with the JSE Listings Requirements for provisional reports and the 
requirements of the Companies Act of South Africa. The JSE Listings Requirements 
require provisional reports to be prepared in accordance with the framework concepts 
and the measurement and recognition requirements of International Financial Reporting 
Standards ('IFRS'), the SAICA Financial Reporting Guides as issued by the Accounting 
Practices Committee and Financial Reporting Pronouncements as issued by the Financial 
Reporting Standards Council and to also, as a minimum, contain the information 
required by IAS 34, Interim Financial Reporting. Except for the adoption of revised 
and new standards that became effective during the year, all accounting policies 
applied in the preparation of the provisional summarised consolidated financial 
statements are in terms of IFRS and are consistent with those applied in the pro 
forma consolidated financial statements as per the pre-listing statement. There 
was no material impact on the annual financial statements as a result of the adoption 
of these standards.

The auditors, Grant Thornton Cape Inc., have issued their opinion on the Group's 
provisional summarised consolidated financial statements for the period ended 
28 February 2017. The audit was conducted in accordance with International Standards on Auditing. 
They have issued an unmodified audit opinion. These provisional summarised consolidated 
financial statements have been derived from the Group financial statements 
and are consistent, in all material respects, with the Group financial statements. 
The directors take full responsibility for the preparation of the provisional 
summarised consolidated financial statements and for ensuring that the financial 
information has been correctly extracted from the underlying audited annual 
financial statements. This provisional report has been audited by Grant Thornton Cape Inc. 
and an unmodified audit opinion has been issued. The auditors' report does not 
necessarily report on all of the information contained in this announcement. 
Shareholders are therefore advised that in order to obtain a full understanding 
of the nature of the auditors' engagement, they should obtain a copy of that 
report together with the accompanying financial information from Spear's 
registered address. 

Christiaan Barnard (CA) SA, in his capacity as Financial Director, was
responsible for the preparation of the provisional summarised consolidated financial statements.

MAIDEN DISTRIBUTION
Notice is hereby given of the approval and declaration of the maiden distribution 
of 23.51363 cents per share for the 4 months ended 28 February 2017, from income 
reserves. As Spear is a REIT, the distribution meets the definition of a 'qualifying 
distribution' for the purposes of section 25BB of the Income Tax Act, No. 58 of 1962 
('Income Tax Act'). Qualifying distributions received by South African tax residents 
will form part of their gross income in terms of section 10(1)(k)(i)(aa) of the 
Income Tax Act. Consequently, these distributions are treated as income in the hands 
of the shareholders and are not subject to dividends withholding tax. The exemption 
from dividends withholding tax is not applicable to non-resident shareholders, but 
they may qualify for relief under a tax treaty.

South African tax residents
The dividend received by or accrued to South African tax residents must be included 
in the gross income of such shareholders and will not be exempt from income tax 
(in terms of the exclusion to the general dividend exception, contained in paragraph 
(aa) of section 10(1)(k)(i) of the Income Tax Act) because it is a dividend 
distributed by a REIT. The dividend is exempt from dividend withholding tax in 
the hands of South African tax resident shareholders, provided that the South 
African resident shareholders provide the following forms to the CSDP or broker 
in respect of uncertificated shares, or to the Company in respect of certificated 
shares:
a) A declaration that the dividend is exempt from dividend tax; and

b) A written undertaking to inform the CSDP, broker or the Company, should the 
circumstances affecting the exemption change or the beneficial owner ceases 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 to arrange 
for the above-mentioned documents to be submitted prior to payment of the dividend, 
if such documents have not already been submitted.

Non-resident shareholders
Dividends received by non-resident shareholders will not be taxable as income and instead 
will be treated as an ordinary dividend which is exempt from income tax in terms of the 

general dividend exemption in section 10(1)(k)(i) of the Income Tax Act. It should be noted 
that up to 31 December 2013, dividends received by non-residents from a REIT were not subject 
to dividend withholding tax. Since 1 January 2014, any dividend received by a non-resident 
from a REIT will be subject to dividend 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 concerned. Assuming dividend withholding 
tax will be withheld at a rate of 20%, the net dividend amount due to non-resident shareholders 
is 18.81090 cents per share. A reduced dividend withholding rate in terms of the applicable 
DTA may only be relied on if the non-resident shareholder has provided the following form to 
their CSDP or broker in respect of uncertificated shares, or the Company in respect of 
certificated shares:

a) A declaration that the dividend is subject to a reduced rate as a result of the
application of DTA; and

b) A written undertaking to inform their CSDP, broker or the Company, should the circumstances 
affecting the reduced rate change or the beneficial owner ceases 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 to arrange 
for the above-mentioned documents to be submitted prior to payment of the dividend, if such 
documents have not already been submitted.

The Company's tax reference number is: 9068437236.

Holders of uncertificated shares have to ensure that they have verified their residence 
status with their Central Securities Depository Participant ('CSDP') or broker. Holders of 
certificated shares will be asked to complete a declaration to the Company. 
The distribution is payable to shareholders in accordance with the timetable set 
out below.

                                                             2017
Last day to trade cum dividend distribution      Tuesday, 06 June
Shares trade ex dividend distribution          Wednesday, 07 June
Record date                                       Friday, 09 June
Payment date                                      Monday, 12 June

Share certificates may not be dematerialised or rematerialised between Wednesday, 
07 June 2017 and Friday, 09 June 2017, both days inclusive.

In respect of dematerialised shareholders, the distribution will be transferred 
to the CSDP account / broker accounts on Monday, 12 June 2017. Certificated 
shareholders' distribution payments will be paid to certificated shareholders' 
bank accounts on Monday, 12 June 2017.

On behalf of the Board
Abu Varachhia
Chairman

Cape Town
17 May 2017

Directorate and Administration
Directors of Spear 
Abubaker Varachhia * (Chairman)
Michael Naftali Flax (Chief Executive Officer)
Quintin Michael Rossi (Managing Director)
Christiaan Barnard (Financial Director)
Brian Leon Goldberg *#
Jalaloodien Ebrahim Allie *# (Lead Independent Director)
Niclas Kjellström-Matseke *#
* Non-executive
# Independent

Registered office
5th Floor
Double Tree by Hilton at the Upper Eastside
31 Brickfield Road
Woodstock, Cape Town, 8010
(PO Box 50, Observatory, 7935)

Contact details
info@spearprop.co.za

Company Secretary
Rene Cheryl Stober

Transfer Secretaries
Computershare Investor Services Proprietary Limited
Ground Floor
70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)

Independent Reporting Accountants and Auditors
Grant Thornton Cape Incorporated
6th Floor, 123 Hertzog Boulevard
Foreshore, Cape Town, 8001
(PO Box 2275, Cape Town, 8000)

Designated Adviser
PSG Capital Proprietary Limited
1st Floor, Ou Kollege Building
35 Kerk Street, Stellenbosch, 7600
(PO Box 7403, Stellenbosch, 7599)

Legal Adviser
Cliffe Dekker Hofmeyr
11 Buitengracht Street
Cape Town, 8001
(PO Box 695, Cape Town, 8000)

Bankers
Nedbank Limited
Investec Limited


Date: 17/05/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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