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GEMGROW PROPERTIES LIMITED - Unaudited condensed consolidated interim results for the six months ended 31 March 2017

Release Date: 17/05/2017 07:25
Code(s): GPA GPB     PDF:  
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Unaudited condensed consolidated interim results for the six months ended 31 March 2017

Gemgrow Properties Ltd
(previously Synergy Income Fund Limited) 
(Incorporated in the Republic of South Africa) 
(Registration number 2007/032604/06)
JSE share code: GPA   ISIN: ZAE0000223269
JSE share code: GPB   ISIN: ZAE0000223277 
(Granted REIT status with the JSE) 
(“Gemgrow” or “the company” or “the group”)

Unaudited condensed consolidated interim results 
for six months ended 31 March 2017

Financial highlights
Acquisition of R477m concluded at an average yield of 11,85% 
Loan to value ratio of 22,6%
In excess of six times cash cover on A share dividend
Interim dividend on A and B shares on track with the forecast as 
per circular
Dividend growth of 12,0% to 35,99 cents per B share compared to the 
dividends per share over the six months ended 31 March 2016

Nature of business
Gemgrow is a specialist high yield, high growth Real Estate Investment 
Trust (“REIT”) holding a diverse portfolio of office, retail and 
industrial properties. In addition to the 29 properties that it 
holds directly, as at 31 March 2017, Gemgrow holds a further 100 
properties through its wholly-owned subsidiary, Cumulative Properties 
Limited (“Cumulative”). The combined portfolio comprises 129 properties, 
located in all nine provinces of South Africa, valued at R4,3 billion.

The company’s main focus is on paying above market-related income returns 
to its shareholders on a sustainable basis. This is achieved through 
escalating rentals, satisfactory renewal of leases with existing tenants, 
renting of vacant space within the property portfolio, managing and 
reducing, where possible, costs associated with the property portfolio 
and by acquiring revenue enhancing properties.

Background
Synergy Income Fund Limited (“Synergy”) was incorporated as a public 
company on 13 November 2007, and listed as a property loan stock company 
on the Main Board of the JSE under the “Real Estate – Real Estate Holdings 
and Development” sector on 14 December 2011. With effect from 1 July 2013, 
Synergy converted from a property loan stock company to a REIT and 
accordingly changed its sector classification to the “Retail REITs”
sector on the JSE.

Synergy listed on the JSE with a portfolio valued at R280 million, 
subsequently growing to comprise 14 shopping centres valued in excess 
of R2,4 billion as at 30 September 2016.

With effect from 1 October 2016, Synergy repositioned itself as a specialist 
high yielding, high growth diversified REIT with a portfolio comprising 
retail, office and industrial assets, by way of the following
inter-conditional steps:

* Synergy acquired the entire issued share capital of Vukile Asset Management 
  Proprietary Limited (“VAM”) from Vukile Property Fund Limited (“Vukile”), 
  resulting in the effective internalisation of Synergy’s asset management 
  function;
* the exchange of Synergy’s entire portfolio of 14 retail properties for a 
  Vukile portfolio of properties comprising 29 high yielding retail, office 
  and industrial assets;
* the acquisition by Synergy of the entire issued share capital of Cumulative, 
  a subsidiary of Arrowhead Properties Limited (“Arrowhead”) that owns 100 high 
  yielding retail, office and industrial assets;
* an amendment of Synergy’s memorandum of incorporation to reflect a revised 
  year-end of 30 September and the payment of quarterly as opposed to six-monthly 
  dividends;
* the reconstitution of Synergy’s board of directors;
* Synergy was renamed Gemgrow Properties Limited (“Gemgrow”); (collectively 
  “the transaction”).
  
Following the implementation of the transaction, which saw Gemgrow issue
22 945 522 B shares to Vukile and 271 412 267 B shares to the Arrowhead,
Arrowhead holds 61,7% of the issued Gemgrow B shares (approximately
55,2% of Gemgrow’s issued share capital) and Vukile holding 29,5% of the
Gemgrow B shares (and 27,4% of Gemgrow’s total issued share capital).

In accordance with International Financial Reporting Standards (“IFRS”), 
income in respect of the respective parts of the transaction have been 
accounted for from the following effective dates:

* 1 October 2016 for the exchange of Synergy’s entire portfolio of 
  14 retail properties for the Vukile portfolio of properties comprising 
  29 high yielding retail, office and industrial assets;
* 25 October 2016 for the effective internalisation of Synergy’s asset 
  management function;
* 25 October 2016 for the acquisition by Synergy of the entire issued 
  share capital of Cumulative.

The Vukile asset exchange and Cumulative share acquisition were accounted 
for as Asset acquisitions, whilst the acquisition of VAM was accounted for 
as a business combination.

In respect of the acquisition of VAM:

* The purchase consideration for the acquisition of VAM was 
  R160 618 654 settled by the issue of 29 945 522 shares at the ruling 
  price of R7 per share on the date of the transaction.
* The net value of the assets and liabilities acquired on 30 September
  2016 amounts to zero, a breakdown of which is reflected as follows:

Description                                                    Amounts
(R’000)
Trade and other receivables                                      3 099
Current tax asset                                                  126
Cash and cash equivalents                                          146
Total assets                                                     3 371
Trade and other payables                                         3 125
Loans from shareholders                                            102
Dividends payable                                                  144
Total liabilities                                                3 371
Net assets                                                         NIL

* The resultant goodwill was R160 618 654, representing the cost of acquiring 
  the asset management contracts which have since been internalised.

The transaction has resulted in the company owning a reconstituted property 
portfolio encompassing 129 office, industrial and retail assets with a value 
of R4,3 billion, vastly different from the 14 retail assets valued at 
R2,4 billion held prior to the transaction. Consequently, a comparison of 
the financial results of the company for the first six months following the 
transaction, with the financial results of the company for the same period 
last year on a like for like basis will not be meaningful.

The circular issued on 26 September 2016, regarding the transaction contained 
a forecast for the year-ended 30 September 2017 (the "forecast"). The forecast is the 
relevant financial information for current shareholders of Gemgrow and has been 
reported on by the independent reporting accountants, Grant Thornton Johannesburg 
Partnership Chartered Accountants. Shareholders are advised that the distributable
income contained in the forecast is expected to be met.

Commentary

Overview of portfolio
* At 31 March 2017, Gemgrow owned 129 properties valued at R4,3 billion, of which 
  retail comprised 14%, office 37% and industrial 49% based on gross lettable area 
  (“GLA”) of the company.
* The average gross monthly rental per square metre per sector is R77,93 for retail, 
  R104,26 for office and R41,54 for industrial respectively.
* Vacancies reduced from 7,73% to 7,65% during the six months ended 31 March 2017.
* The total GLA of the portfolio is 692 510m2. During the period, contracted leases 
  in respect of 81 813m2 expired and 56 894m2 (70%) of this GLA was renewed. Of the 
  remaining 24 919m2, a further 14 161m2 was re-let to new tenants. In total 87% of 
  the GLA of leases that expired during the period were renewed to existing tenants 
  or re-let to new tenants.
* The current average lease rental escalations are 8,2%, 8,1% and 8,4% for retail, 
  office and industrial properties respectively.
* The overall step up escalation on new leases was 3%. The step up escalations on 
  renewed leases were 7% for retail and 4% for office and a negative 1% for industrial. 
  Step up escalations were in line with expectations.

Six month letting report
                                                                   Total       Let
                                                                     (m2)      (m2) 
As at 1 October 2016                                             692 713   639 160
Acquisitions                                                           —         — 
Disposals                                                              —         — 
Net adjustments                                                     (203)       32
Adjusted totals                                                  692 510   639 192
Net gain/(loss)                                                        —       354
As at 31 March 2017                                              692 510   639 546
                                                 
                                                           Vacant     Let   Vacant
                                                              (m2)     (%)      (%) 
As at 1 October 2016                                       53 553   92,27     7,73
Acquisitions                                                    —
Disposals                                                       — 
Net adjustments                                              (235)
Adjusted totals                                            53 318   92,30     7,70
Net gain/(loss)                                              (354)
As at 31 March 2017                                        52 964   92,35     7,65

Income statement
The reason for the period-on-period variance is due to the reconstituted portfolio 
being vastly different from the portfolio previously owned in the prior year.

Statement of financial position
Investment properties
The company owned a portfolio of 129 retail, industrial and office properties valued 
at R4,3 billion at 31 March 2017, located in all nine provinces in South Africa. The 
average value per property as at 31 March 2017 was R33,6 million.

Analysis of movement in investment property

                                                                 Gemgrow portfolio
                                                                No. of
                                                             buildings       R'000
Balance at the beginning of the period                              14   2 451 435
Acquisitions, additions and fair value                  
adjustments                                                         29   2 434 765
Disposals                                                          (14) (2 451 435) 
Balance at the end of the period                                    29   2 434 765


                                                             Cumulative portfolio* 
                                                                No. of
                                                             buildings       R'000
Balance at the beginning of the year                                 —           — 
Acquisitions, additions and fair value                 
adjustments                                                        100   1 904 921
Disposals                                                            —           — 
Balance at the end of the period                                   100   1 904 921
 
                                                                       Total
                                                                No. of
                                                             buildings       R'000
Balance at the beginning of the year                                14   2 451 435
Acquisitions, additions and fair value                 
adjustments                                                        129   4 339 686
Disposals                                                          (14) (2 451 435) 
Balance at the end of the period                                   129   4 339 686

* Gemgrow’s shareholding in Cumulative was 100,0% at 31 March 2017.

The value of investment property has increased from R2,4 billion at 30 September 
2016 to R4,3 billion at 31 March 2017. The increase was attributable to an asset 
exchange of 14 retail assets at R2,4 billion in exchange for 29 retail, office and 
industrial assets valued at R2,4 billion. The Company also acquired a 100% holding 
in Cumulative, holding 100 properties valued at R1,9 billion, in exchange for the 
issue of B shares in the company.

Acquisitions and disposals
Post the implementation of the transaction on 1 October 2016, the Company made no 
further acquisitions or disposals during the six month period to 31 March 2017.

Loans to executives pursuant to the transaction
During the period under review pursuant to the transaction and for purposes of 
incentivising certain executives, loans of R162,9 million were issued to these 
executives. The recipients include the executive directors of Gemgrow. The loans 
bear interest at a rate equal to the dividend of the company for the period ending 
30 September 2017.

Trade and other receivables
Trade receivables, deposits, other receivables and payments in advance increased 
from R40,5 million to R51,8 million. The balance outstanding has increased from the 
prior year as a result of the enlarged property portfolio. During the period under 
review, no bad debts have been written off, while a provision for bad debts of 
R5,2 million was raised.

Secured financial liabilities
The loans of R974 million measured against investment properties of R4,3 billion 
represents a loan to value of 22,6%. The interest rate swaps of R410 million and 
the fixed rate loans of R237 million resulted in interest on R647 million of the 
total R974 million being fixed. This equates to 66,4% of the total borrowings.

The effective interest rate for the six month period ended 31 March 2017 was 9,39%.

                                           Fixed        One-month      Three-month 
Maturity                                  rate %   Jibar margin %   Jibar margin % 
May 2017                                    9,14                —                — 
May 2017                                    8,36                —                —
May 2017                                       —             2,30                — 
May 2017                                       —             1,65                — 
June 2017                                      —                —                — 
September 2017                                 —                —                — 
October 2018                                   —                —                — 
September 2019                                 —                —             2,35
September 2019                                 —                —                — 
Total exposure


                                                              Capital
                                                Prime rate       2017
Maturity                                          margin %      R’000
May 2017                                                       90 000
May 2017                                                 —    146 705
May 2017                                                 —     28 295
May 2017                                                 —     25 043
June 2017                                        minus 1,5    234 990
September 2017                                   minus 1,6     50 000
October 2018                                     minus 1,5    200 674
September 2019                                           —    139 000
September 2019                                   minus 1,1     59 000
Total exposure                                                973 707 

(Excluding loan initiation fees and fair value adjustments on swaps.)

Gemgrow has further entered into interest rate swaps to hedge its exposure to 
fluctuations in interest rates of its debt as follows:

* an interest rate swap over R60 million until 1 June 2017;
* an interest rate swap over R50 million until 1 June 2017;
* an interest rate swap over R50 million until 19 February 2019;
* an interest rate swap over R40 million until 1 July 2019;
* an interest rate swap over R40 million until 1 July 2019;
* an interest rate swap over R50 million until 1 September 2019;
* an interest rate swap over R40 million until 19 September 2019; and
* an interest rate swap over R80 million until 30 September 2019.

Loans to the value of R290 million are expiring on 31 May 2017. The company has agreed 
with the loan provider to extend the tenure to 31 July 2017, whilst discussions are 
ongoing to re-finance this facility on a long-term basis. In addition, loans to the 
value of R285 million are expiring by the end of the financial year. Management is 
in the process of re-negotiating these loans.

Prospects
The company has secured acquisitions on two transactions to the value of
R477 million. The first transaction is a retail portfolio of R330 million 
situated in Louis Trichardt which was acquired at a 12% forward yield as 
reported on SENS on 16 May 2017. The second transaction is a diversified 
portfolio valued at R147 million acquired at an 11,5% forward yield. Both 
acquisitions are conditional upon the fulfilment of various conditions precedent.

Projected 2017 dividend per share
The company is on track to meet its dividend forecast that was included in the 
circular issued to shareholders on 26 September 2016. This projection that the 
forecast will be met by the company has not been reported on by the independent 
reporting accountants, Grant Thornton Johannesburg Partnership Charted Accountants.

                                                31 March 2017 31 March 2016
Dividend per Gemgrow A share (cents)                    49,70         47,32
Dividend per Gemgrow B share (cents)                    35,99         32,16
Gemgrow A shares in issue                          47 352 203    47 352 203
Gemgrow B shares in issue                         400 710 459   106 352 670
Net asset value per A share at reporting      
date (cents)*                                             994         1 169
Net asset value per B share at reporting      
date (cents)                                              814           855

* The net asset value per Gemgrow A share has been calculated on the 60-day volume 
weighted average trading price as at 31 March 2017 limited to the combined net asset 
value in accordance with the provisions of Gemgrow’s MOI.

Payment of dividend for the quarter ended 31 March 2017
The board of directors (“the Board”) has approved a gross dividend (dividend 
number 2) of 24,84563 cents per A share and 18,14880 cents per B share for the 
quarter ended 31 March 2017 in accordance with the timetable set out below:

                                                                   2017
Last date to trade cum distribution                      Tuesday, 6 June 
Shares trade ex distribution                           Wednesday, 7 June 
Record date                                               Friday, 9 June 
Payment date                                             Monday, 12 June

Share certificates may not be dematerialised or rematerialised between Wednesday, 
7 June 2017 and Friday, 9 June 2017, both days inclusive. 

The dividend will be transferred to dematerialised shareholders CSDP/broker 
accounts on Monday, 12 June 2017. Certificated shareholder’s dividend payments 
will be paid to certificated shareholder’s bank accounts on Monday, 12 June 2017.

In accordance with Gemgrow’s status as a REIT, shareholders are advised that 
the dividends meet the requirements of a “qualifying distribution” for the 
purposes of section 25BB of the Income Tax Act, No. 58 of 1962 (“Income Tax Act”). 
The dividends on the shares will be deemed to be dividends, for South African 
tax purposes, in terms of section 25BB of the Income Tax Act.

The dividends 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 exemption, 
contained in paragraph (aa) of section 10(1)(k)(i) of the Income Tax Act) 
because they are dividends distributed by a REIT. These dividends are, however, 
exempt from dividend withholding tax in the hands of South African tax resident 
shareholders, provided that the South African resident shareholders provided the 
following forms to their Central Securities Depository Participant (“CSDP”) or 
broker, as the case may be, in respect of uncertificated shares, or the company, 
in respect of certificated shares:

a) a declaration that the dividends are exempt from dividends tax; and 
b) 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 dividends, if such documents have not already been 
submitted.

Dividends received by non-resident shareholders will not be taxable as income and 
instead will be treated as ordinary dividends which is exempt from income tax in 
terms of the general dividend exemption in section 10(1)(k)(i) of the Income Tax 
Act. On 22 February 2017 the dividends withholding tax was increased from 15% to 
20% and accordingly, any dividends 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 shareholders. Assuming dividend 
withholding tax will be withheld at a rate of 20%, the net dividend amount due 
to non-resident shareholders is 19,87650 cents per A share and 14,51904 cents 
per B 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 
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) a declaration that the dividends are subject to a reduced rate as a result of 
   the application of a DTA; and
b) 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 distribution if such documents have not 
already been submitted, if applicable.

Shareholders are encouraged to consult their professional advisors should they be 
in any doubt as to the appropriate action to take.
* A ordinary shares in issue at the date of declaration of this dividend: 47 352 203.
* B ordinary shares in issue at the date of declaration of this dividend: 400 710 459.

Gemgrow’s income tax reference number: 9068/723/17/1

Events after reporting period
The 6 000 000 Gemgrow B shares issued to the late Mr Gerald Leissner
were sold on 4 April 2017 for a purchase consideration of R41,83 million to settle 
his loan due to Cumulative amounting to R41,81 million.

Dividend declaration after reporting date
In line with IAS 10 Events after the Reporting Period, the declaration of the dividends 
occurred after the end of the reporting period, resulting in a non-adjusting event 
which is not recognised in the financial statements.

Litigation statement
There are no legal or arbitration proceedings, including any proceedings that are 
pending or threatened, of which Gemgrow is aware, that may have or have had in the 
recent past, being the previous six months, a material effect on the group’s financial 
position.

Basis of preparation
The unaudited condensed consolidated interim results for the six months ended 
31 March 2017 have not been reviewed or reported on by the group’s auditors, 
Grant Thornton.

The financial statements have been prepared in accordance with the requirements of 
International Financial Reporting Standards, the SAICA Financial Reporting Guides 
as issued by the Accounting Practices Committee, IAS 34: Interim Financial Reporting, 
the JSE Listings Requirements and the requirements of the Companies Act 71 of 2008. 
These results have been prepared under the supervision of J Limalia, CA(SA), Gemgrow’s 
Chief Financial Officer.

The accounting policies adopted are consistent with those applied in the preparation of 
the financial statements for the year ended 30 September 2016.

By order of the Board

17 May 2017

Directors: Gregory Kinross* (Chairperson), Mark Kaplan (CEO), Alon
Kirkel (COO), Junaid Limalia (CFO), Clifford Abrams*, Arnold Basserabie*
and Ayesha Rehman*.
* Independent non-executive.

All directors are South African. All the directors, with the exception
of Arnold Basserabie and Mark Kaplan, have been appointed on 22 December
2016. Mr Kaplan was appointed on 13 January 2017 and Mr Basserabie was
appointed on 14 February 2017.

Registered office: 2nd Floor, 18 Melrose Boulevard, Melrose Arch, Melrose, 
Johannesburg, 2196; PO Box 685, Melrose Arch, 2076

Transfer secretaries: Computershare Investor Services Proprietary
Limited

Sponsor: Java Capital

Company secretary: CIS Company Secretaries Proprietary Limited

Website: www.gemgrow.co.za

Condensed consolidated statement of comprehensive income

                                     Unaudited     Audited       Audited
                                   for the six     for the   for the six 
                                  months ended  year ended  months ended
                                      31 March    31 March  30 September
R’000/Audited                             2017        2016          2016
Rental income                          314 907     347 654       181 404
Straight-line rental income
accrual                                      —      51 845       (16 404) 
Total revenue                          314 907     399 499       165 000
Property expenses                     (125 209)   (148 380)      (80 010) 
Administration and corporate
costs                                   (5 939)     (3 210)       (1 708)
Net operating profit                   183 759     247 909        83 282
Changes in fair values                      89    (57 474)        64 483
Loss on sale of investment
properties                                   —           —        (2 397) 
Cost of strategic repositioning              —           —          (971) 
Profit from operations                 183 848     190 435       144 397
Finance charges                        (46 407)    (84 908)      (46 221) 
Finance income                          10 964       1 628         1 229
Profit before taxation                 148 405     107 155        99 405
Taxation                                     —          61           110
Profit for the period                  148 405     107 216        99 515
Other comprehensive income                   —         609        (3 833)
                                       148 405     107 825        95 682

Condensed consolidated statement of financial position

                                  Unaudited at  Audited at    Audited at
                                      31 March    31 March  30 September
R’000/Audited                             2017        2016          2016
Assets
Non-current assets                   4 665 294   2 442 539        2 613
Investment property                  4 339 685   2 441 574            — 
Fair value of property
portfolio for accounting
purposes                             4 333 104   2 371 602            —
Straight line rental income
accrual                                  6 581      69 972            — 
Property, plant and equipment               80           —            — 
Loans to executives                    162 898           —            —
Goodwill                               160 619           —            — 
Deferred capital expenditure                 —           —          601
Derivative instruments                       —         622            — 
Deferred tax asset                       2 012         343        2 012
Current assets                         159 602      53 055       64 357
Trade and other receivables             51 781      27 298       40 512
Derivative financial instrument              —         141          107
Cash and cash equivalents              107 821      25 616       23 738
Non-current assets held for
sale                                         —           —    2 451 436
Total assets                         4 824 896   2 495 594    2 518 406
Equity and liabilities
Shareholders interest                3 743 124   1 463 357    1 491 493
Stated capital                       3 184 042     953 410      942 472
Reserves                               559 082      42 021       55 085
Other components of equity                   —     467 926      493 936
Other non-current liabilities          403 732     976 954      367 406
Secured financial liabilities          398 254     976 016      361 853
Derivative instruments                   5 478         938        5 553
Current liabilities                    678 040      55 283      659 507
Trade and other payables               103 007      55 283       84 340
Secured financial liabilities          575 033           —      575 047
Derivative instruments                       —           —          120
Total equity and liabilities         4 824 896   2 495 594    2 518 406

Condensed consolidated statement of changes in equity

                                                        Stated  Retained
R’000                                                  capital    income
Balance at 31 March 2016                               953 410    42 021
Dividends paid                                               —   (56 608) 
Change in fair value of investment properties                —   (48 078) 
Transfer from other components of equity                     —    18 237
Costs of strategic repositioning                       (10 937)        — 
Other comprehensive income                                   —         — 
Revaluation of cash flow hedges                              —         — 
Total comprehensive income for the period                    —    99 515
Balance at 30 September 2016                           942 473    55 087
Issue of shares                                      2 241 569         — 
Dividends paid                                               —  (138 344) 
Total comprehensive income for the year                      —   148 405
Balance at 31 March 2017                             3 184 042    65 148

                                                         Other 
                                                    components
R’000                                                of equity     Total
Balance at 31 March 2016                               467 926 1 463 357
Dividends paid                                               —   (56 608) 
Change in fair value of investment properties           48 078         — 
Transfer from other components of equity               (18 237)        —
Costs of strategic repositioning                             —   (10 937) 
Other comprehensive income                                   —         — 
Revaluation of cash flow hedges                         (3 833)   (3 833) 
Total comprehensive income for the period                    —    99 515
Balance at 30 September 2016                           493 934 1 491 494
Issue of shares                                              — 2 241 569
Dividends paid                                               —  (138 344) 
Total comprehensive income for the year                      —   148 405
Balance at 31 March 2017                               493 934 3 743 124

Condensed consolidated statement of cash flows

                                     Unaudited     Audited       Audited
                                   for the six     for the   for the six 
                                  months ended  year ended  months ended
                                      31 March    31 March  30 September
R’000/Audited                             2017        2016          2016
Net cash utilised from
operating activities                    37 195      39 701         2 270
Cash generated from operations         210 982     204 466       103 479
Finance charges paid                   (46 407)   (109 461)      (45 830) 
Interest received                       10 964       1 628         1 229
Dividends paid                        (138 344)    (56 932)      (56 608) 
Net cash utilised in investing                               
activities                              (3 048)    (25 528)       35 219
Acquisition of investment                                    
property                                (2 966)    (25 528)      (17 627) 
Proceeds from disposal of                                    
investment property                          —           —        53 447
Deferred capital expenditure                 —           —          (601) 
Acquisition of property, plant                               
and equipment                              (82)          —             —
Net cash generated from                                      
financing activities                    49 936       5 423       (39 367)
Proceeds from issue of share                                 
capital                                 13 936           —             — 
Cost of conversion of                                        
debentures                                   —      (1 098)            —
Proceeds from financial                                      
liabilities                             36 000       6 521       (39 367)
Net movement in cash and cash                                
equivalents                             84 083      19 596        (1 878) 
Cash and cash equivalents at                                 
the beginning of the period             23 738       6 020        25 616
Cash and cash equivalents at                                 
the end of the period                  107 821      25 616        23 738

Condensed segmental analysis for the six months ended 31 March 2017

Geographical
The entity has three reportable segments based on the geographic split
of the country which are the entity’s strategic business segments. The 
entity’s executive directors review internal management reports on a 
monthly basis and all segments greater than 10% are considered strategic. 
All segments are in South Africa. There are no single major tenants. The 
following summary describes the operations in each of the company’s 
reportable segments.

                                                                KwaZulu-
R’000                                              Gauteng         Natal
31 March 2017
Contractual rental income                          207 107        34 463
Straight-line rental income                              —             — 
Operating and administration costs                 (78 479)      (11 852) 
Net operating profit                               128 628        22 611
Finance income                                         237            33
Finance charges                                       (163)            — 
Net operating income/(loss)                        128 702        22 644
Changes in fair values                                   —             — 
Reportable segment profit before tax               128 702        22 644
Taxation                                                 —             — 
Reportable segment profit after tax                128 702        22 644
Reportable segment assets                        2 761 242       507 760
Reportable segment liabilities                     (39 962)      (14 751)
                                                 2 721 280       493 009

                                        Western
R’000                                      Cape       Other        Total
31 March 2017
Contractual rental income                46 339      26 998      314 907
Straight-line rental income                   —           —            — 
Operating and administration costs      (18 457)    (22 360)    (131 148) 
Net operating profit                     27 882       4 638      183 759
Finance income                                —      10 694       10 964
Finance charges                             (84)    (46 160)     (46 407) 
Net operating income/(loss)              27 798     (30 828)     148 316
Changes in fair values                        —          89           89
Reportable segment profit before tax     27 798     (30 739)     148 405
Taxation                                      —           —            — 
Reportable segment profit after tax      27 798     (30 739)     148 405
Reportable segment assets               595 478     960 416    4 824 896
Reportable segment liabilities          (10 597) (1 016 462)  (1 081 772)
                                        584 881     (56 046)   3 743 124

Sectoral
R’000                                              Commercial Industrial
Contractual rental income                             172 677     89 468
Operating and administration costs                    (65 301)   (35 632) 
Net operating profit                                  107 376     53 836
Finance income                                            182         53
Finance charges                                          (236)        (6)
Net operating income/(loss)                           107 322     53 883
Changes in fair values                                      —          — 
Reportable segment profit/(loss) before tax           107 322     53 883
Taxation                                                    —          — 
Reportable segment profit after tax                   107 322     53 883
Reportable segment assets                           2 427 301  1 342 556
Reportable segment liabilities                        (24 693)   (16 826)
                                                    2 402 608  1 325 730

R’000                                      Retail  Overheads       Total
Contractual rental income                  52 762          —     314 907
Operating and administration costs        (22 981)    (7 234)   (131 148) 
Net operating profit                       29 781     (7 234)    183 759
Finance income                                 69     10 660      10 964
Finance charges                                 —    (46 165)    (46 407) 
Net operating income/(loss)                29 850    (42 739)    148 316
Changes in fair values                          —         89          89
Reportable segment profit/(loss)                  
before tax                                 29 850    (42 650)    148 405
Taxation                                        —          —           — 
Reportable segment profit after tax        29 850    (42 650)    148 405
Reportable segment assets                 643 211    411 828   4 824 896
Reportable segment liabilities            (50 054)  (990 199) (1 081 772)
                                          593 157   (578 371)  3 743 124

Reconciliation of earnings to headline earnings

                                     Unaudited     Audited       Audited
                                   for the six     for the   for the six 
                                  months ended  year ended  months ended
                                      31 March    31 March  30 September
R’000/Audited                             2017        2016          2016
Profit for the period 
attributable to Gemgrow
shareholders                           148 405     107 216        99 515
Debenture interest                           —           —             — 
Earnings                               148 405     107 216        99 515
Changes in fair value of         
investment property                          —      57 699       (64 483)
Loss on sale of investment       
properties                                   —           —         2 397
Headline profit attributable to  
shareholders                           148 405     164 915        37 429

Reconciliation of headline earnings to distributable earnings

                                     Unaudited     Audited       Audited
                                   for the six     for the   for the six
                                  months ended  year ended  months ended
                                      31 March    31 March  30 September
R’000/Audited                             2017        2016          2016
Headline profit attributable to
shareholders                           148 405     164 915        37 429
Cost of strategic repositioning              —           —           971
Changes in fair values of         
listed securities and financial   
instruments                                (89)          —             — 
Straight-line rental income       
accrual                                      —     (51 845)       16 404
Amortisation of loan raising      
costs                                        —         754           391
Deferred tax                                 —         (61)         (110) 
Gain on the ineffective portion   
of fair value of derivative       
financial instruments                        —        (225)            —
Pre-effective date distribution         19 433           —             — 
Distributable earnings            
attributable to shareholders           167 749     113 538        55 085
Number of A shares in issue         47 352 203  47 352 203    47 352 203
Number of B shares in issue        400 710 459 106 352 670   106 352 670
Weighted average number of A      
shares in issue                     47 352 203  47 352 203    47 352 203
Weighted average number of B      
shares in issue                    400 710 459 106 352 670   106 352 670
Basic and diluted earnings per    
A share (cents)                          33,12       69,75         64,74
Basic and diluted earnings per    
B share (cents)                          33,12       69,75         64,74
Headline and diluted headline     
earnings per A share (cents)             33,12      107,29         24,35
Headline and diluted headline     
earnings per B share (cents)             33,12      107,29         24,35

Note: A statutory headlines earnings per share (HPS) reconciliation has not 
been performed due to the earnings being equal to headline earnings for 
the period.
Date: 17/05/2017 07:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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