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DELTA PROPERTY FUND LIMITED - Reviewed provisional condensed consolidated results for the year ended 28 February 2017

Release Date: 29/05/2017 08:00
Code(s): DLT     PDF:  
Wrap Text
Reviewed provisional condensed consolidated results for the year ended 28 February 2017

DELTA PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
Share code: DLT
ISIN: ZAE000194049
("Delta" or "the Fund" or "the Group")
(REIT status approved)
Reviewed provisional condensed consolidated results for the year ended 28 February 2017

- Increased year-end distribution by 7.1% to 97.24 cents per share
- Reduced gearing to 41.5% from 47.2% at 29 February 2016
- Successfully refinanced R1.2 billion in debt
- Renewed 100 364m2 of gross lettable area
- Vacancy of 9.1% below the SAPOA national average of 11.1%

Condensed Consolidated Statement of comprehensive income                                                                                                 
                                                                       Group                  Company                    
                                                                 2017        2016        2017        2016    
                                                                R’000       R’000       R’000       R’000    
Revenue                                                                                                      
Contractual rental income                                   1 612 481   1 220 632   1 557 344   1 150 047    
Straight-line rental income accrual                             4 863      26 950       4 432      30 396    
                                                            1 617 344   1 247 582   1 561 776   1 180 443    
Property operating expenses                                  (464 003)   (322 051)   (455 703)   (312 737)   
Net property rental and related income                      1 153 341     925 531   1 106 073     867 706    
Other income                                                    6 215       7 266       6 027       7 286    
Dividend income                                                     -           -      80 798     105 912    
Gain/(loss) on foreign exchange differences                    20 336     (57 834)     20 336     (57 834)   
Administration expenses                                       (68 169)    (82 744)    (66 649)    (82 042)   
Net operating profit                                        1 111 723     792 219   1 146 585     841 028    
Fair value adjustments                                        (34 887)    259 124     (49 904)    230 783    
Profit from operations                                      1 076 836   1 051 343   1 096 681   1 071 811    
Finance costs                                                (470 580)   (412 713)   (470 578)   (412 972)   
Interest income                                                27 168      26 593      54 930      49 514    
Share of profit in associate                                    1 526      33 537           -           -    
Impairment of investment in associate                               -           -     (80 586)          -    
Cancellation fee                                                    -     (11 542)          -     (11 542)   
Share of loss in joint venture                                      -          (2)          -           -    
Profit before taxation                                        634 950     687 216     600 447     696 811    
Taxation                                                            -           -           -           -    
Profit for the year from continuing operations                634 950     687 216     600 447     696 811    
Loss from discontinued operations                                   -     (38 089)          -           -    
Profit for the year                                           634 950     649 127     600 447     696 811    
Other comprehensive income:                                                                                  
Items that may be reclassified subsequently 
to profit or loss                                                      
Exchange gain on translation of foreign subsidiary                  -      83 649           -           -    
Reclassification of foreign currency translation 
reserve on loss of control of subsidiary                            -     (43 843)          -           -    
Share of foreign currency translation reserve 
of associates                                                  44 150     (43 796)          -           -    
Taxation related to components of other 
comprehensive income                                                -           -           -           -    
Total comprehensive income for the year                       679 100     645 137     600 447     696 811    
Profit for the year attributable to:                                                                         
Owners of the parent                                                                                         
Profit for the year from continuing operations                634 950     687 216     600 447     696 811    
Loss for the year from discontinued operations                      -     (36 011)          -           -    
                                                              634 950     651 205     600 447     696 811    
Non controlling interest:                                                                                
Loss for the year from discontinued operations                      -      (2 078)          -           -    
                                                              634 950     649 127     600 447     696 811    
Total comprehensive income attributable to:                                                                  
Owners of the parent                                          679 100     607 409     600 447     696 811    
Non-controlling interest                                            -      37 728           -           -    
                                                              679 100     645 137     600 447     696 811    

Reconciliation Of Earnings, Headline Earnings And Distributable Earnings                                                   
                                                                                      Group                        
                                                                                2017           2016    
                                                                               R’000          R’000    
Profit for the period from continuing operations 
attributable to owners of the parent                                         634 950        687 216    
Loss for the period from discontinued operations 
attributable to owners of the parent                                               -        (36 011)   
Profit for the period attributable to equity shareholders                    634 950        651 205    
Headline earnings - continuing operations                                                              
Profit for the period from continuing operations                             634 950        687 216    
Change in fair value of investment property                                  103 922       (373 286)   
Fair value loss/(gain) of investment property                                 43 817       (304 200)   
Fair value loss/(gain) of investment property of associate                    60 105        (69 086)                                                                                                         
Headline earnings from continuing operations                                 738 872        313 930    
Headline earnings - continuing and discontinued operations                                             
Profit for the period from continuing and discontinued operations            634 950        651 205    
Change in fair value of investment property                                  103 922       (373 286)   
Fair value loss/(gain) of investment property                                 43 817       (304 200)   
Fair value loss/(gain) of investment property of associate                    60 105        (69 086)                                                                                                          
Headline earnings from continuing and discontinued operations                738 872        277 919    
Headline earnings from continuing operations                                 738 872        313 930    
Unrealised (gain)/loss on derivative financial instruments                    (8 930)        45 076    
Straight-line rental income accrual (net of deferred taxation)                (4 863)       (26 950)   
Antecedent interest                                                                -          9 010    
Cancellation fee                                                                   -         11 542    
Dividend income                                                               37 990         36 779    
Share of profit in associate                                                  (1 526)       (33 537)   
Share of loss in joint venture                                                     -              2    
Unrealised foreign exchange (gain)/loss                                      (20 336)        57 795    
Amortisation of debt structuring fee                                               -          6 141    
Change in fair value of investment property of associate                     (60 105)        69 086    
Distributable earnings attributable to owners of the parent                  681 102        488 874    
Less: distribution declared                                                  677 724        487 962    
Interim                                                                      313 119        232 608    
Final (declared after 28 February 2017)                                      364 605        255 354                                                                                                          
Retained distribution                                                          3 378            912    
Weighted average number of shares in issue                                                             
In issue at the beginning of the year                                    533 097 436    458 409 836    
Shares issued                                                            160 941 759     76 905 629    
Share buy-back                                                                     -     (4 021 829)   
Deferred consideration shares allocated                                   15 491 667      3 889 216    
Weighted average number of shares in issue                               709 530 862    535 182 853    
Actual number of shares in issue                                                                       
Number of shares in issue at interim                                     681 722 806    542 316 733    
Number of shares in issue at year-end                                    710 632 182    533 097 436    
Basic and diluted earnings per share                                                                   
Basic and diluted earnings per share from 
continuing operations                                                          89.49         128.41    
Basic and diluted earnings per share from 
discontinued operations                                                            -          (6.73)   
                                                                               89.49         121.68    
Basic and diluted headline earnings per share                                                          
Basic and diluted headline earnings per share from 
continuing operations                                                         104.14          58.66    
Basic and diluted headline loss per share from 
discontinued operations                                                            -          (6.73)   
                                                                              104.14          51.93    
Distribution per share (cents)                                                                         
Distribution per share - interim                                               45.93          42.89    
Distribution per share - final (declared after 28 February 2017)               51.31          47.90    
                                                                               97.24          90.79    

Condensed Consolidated Statement of financial position                                                                    
                                                              Group                         Company                      
                                                        2017            2016            2017            2016    
                                                       R’000           R’000           R’000           R’000    
Assets                                                                                                          
Non current assets                                                                                          
Investment property                               10 053 921       8 684 700       9 793 123       8 431 398    
Fair value of investment property                  9 861 449       8 500 183       9 600 791       8 247 733    
Straight-line rental income accrual                  192 472         184 517         192 332         183 665    
Property, plant and equipment                          3 302           4 331           3 302           4 331    
Investment in subsidiaries                                 -               -          62 273          62 273    
Investment in joint venture                                -               -               2               2    
Investment in associate                              391 013         383 327         429 587         510 173    
Loans due from subsidiaries                                -               -         405 152         376 404    
Derivative financial instruments                          35          13 401              35          13 401    
                                                  10 448 271       9 085 759      10 693 474       9 397 982    
Current assets                                                                                                  
Loans due from related parties                       108 483          77 115         108 483          77 115    
Current tax receivable                                 1 153           1 153               -               -    
Trade and other receivables                          276 091         252 938         256 400         233 029    
Derivative financial instruments                       1 721             545           1 721             545    
Cash and cash equivalents                            196 115         187 362         194 372         186 416    
                                                     583 563         519 113         560 976         497 105    
Non-current assets held-for-sale                   1 327 500       1 410 481       1 101 700       1 199 381    
Total assets                                      12 359 334      11 015 353      12 356 150      11 094 468    
Equity                                                                                                          
Share capital                                      4 845 248       3 450 593       4 845 248       3 450 593    
Reserves                                             139 779         215 924         139 425         259 720    
Retained income                                    2 056 589       1 990 112       2 056 438       2 024 464    
Total equity                                       7 041 616       5 656 629       7 041 111       5 734 777    
Liabilities                                                                                                     
Non current liabilities                                                                                     
Derivative financial instruments                      29 623          49 981          29 623          49 981    
Interest bearing borrowings                        4 112 646       3 560 275       4 112 646       3 560 275    
Loans due to subsidiaries                                  -               -           4 190           4 490    
Cash-settled share-based payment arrangement               -             559               -             559    
                                                   4 142 269       3 610 815       4 146 459       3 615 305    
Current liabilities                                                                                             
Interest bearing borrowings                          986 581       1 534 035         986 581       1 534 035    
Trade and other payables                             121 823         102 233         114 954          98 710    
Derivative financial instruments                      23 768          30 032          23 768          30 032    
Bank overdraft                                        43 277          81 609          43 277          81 609    
                                                   1 175 449       1 747 909       1 168 580       1 744 386    
Total liabilities                                  5 317 718       5 358 724       5 315 039       5 359 691    
Total equity and liabilities                      12 359 334      11 015 353      12 356 150      11 094 468    

Condensed Consolidated Statement of cash flows                                                                    
                                                               Group                         Company                      
                                                         2017           2016           2017           2016    
                                                        R’000          R’000          R’000          R’000    
Cash generated from operations                      1 016 482        827 846        967 411        788 418    
Interest received                                       7 823         10 227         35 584         33 148    
Dividend received                                      18 851         36 837         60 159        105 912    
Finance costs                                        (482 090)      (374 449)      (482 090)      (374 708)   
Dividends paid                                       (568 473)      (470 854)      (568 473)      (470 854)   
Net cash from operating activities                     (7 407)        29 607         12 591         81 916    
Purchase of property, plant and equipment                (260)        (4 449)          (260)        (4 449)   
Acquisition of investment properties                  (60 300)      (801 449)       (60 300)      (801 449)   
Capital expenditure                                  (202 965)      (304 073)      (196 217)      (303 266)   
Proceeds on disposal of investment properties         268 500        104 859        268 500        104 859    
Loans repaid/(advanced) to related parties             18 634        (77 115)        18 634        (77 115)   
Loans advanced to subsidiaries                              -              -        (27 543)       (53 430)   
Acquisition of shares in associate                          -         (9 123)             -         (9 123)   
Acquisition of shares in joint venture                      -             (2)             -             (2)   
Net cash from investing activities                     23 609     (1 091 352)         2 814     (1 143 975)   
Proceeds from issue of shares                               -        703 376              -        703 376    
Share buy-back                                              -        (98 254)             -        (98 254)   
Capital issue expenses                                   (604)       (15 514)          (604)       (15 514)   
Proceeds from loans with subsidiaries                       -              -              -          1 002    
Increase in interest-bearing borrowings               418 800      1 376 946        418 800      1 376 946    
Repayment of interest-bearing borrowings             (387 313)      (859 765)      (387 313)      (859 765)   
Net cash from financing activities                     30 883      1 106 789         30 883      1 107 791    
Net movement in cash and cash equivalents              47 085         45 044         46 288         45 732    
Cash at the beginning of the year                     105 753         60 709        104 807         59 075    
Total cash at the end of the year                     152 838        105 753        151 095        104 807    

Condensed Consolidated Statement of changes in equity                                                                                                                     
                                                              Foreign                                                          
                                                             currency                                        Non-            
                                                  Share   translation       Deferred      Retained    controlling        Total 
                                                capital       reserve  consideration        income       interest       equity     
                                                  R'000         R'000          R'000         R'000          R'000        R'000   
Group                                                                                                                             
Balance at 1 March 2015                       2 778 064        27 185              -     1 815 732        453 190    5 074 171    
Total comprehensive income for the year               -       (43 796)             -       651 205         37 728      645 137    
Profit for the year                                   -             -              -       651 205         (2 078)     649 127    
Other comprehensive income                            -       (43 796)             -             -         39 806       (3 990)   
Loss of control of subsidiary                         -       (27 185)             -             -       (490 918)    (518 103)   
Issue of shares - issued as consideration                                                            
for investment property                          76 950             -              -             -              -       76 950    
Issue of shares - issued as consideration                                                            
for cash                                        658 169             -              -             -              -      658 169    
Issue of shares - dividend reinvestment                                                              
programme                                        45 207             -              -             -              -       45 207    
Capital issue expenses                          (15 514)            -              -             -              -      (15 514)   
Share capital not eliminated in prior period      5 971             -              -        (5 971)             -            -    
Share buy-back                                  (98 254)            -              -             -              -      (98 254)   
Deferred consideration raised                         -             -        259 720             -              -      259 720    
Distributions paid                                    -             -              -      (470 854)             -     (470 854)   
Balance at 1 March 2016                       3 450 593       (43 796)       259 720     1 990 112              -    5 656 629    
Total comprehensive income for the year               -        44 150              -       634 950              -      679 100    
Profit for the year                                   -             -              -       634 950              -      634 950    
Other comprehensive income                            -        44 150              -             -              -       44 150    
Issue of shares - issued as consideration                                                            
for investment property                       1 255 834             -              -             -              -    1 255 834    
Capital issue expenses                             (604)            -              -             -              -         (604)   
Deferred consideration settled                                                                       
- issue of shares                               139 425             -       (139 425)            -              -            -    
Deferred consideration raised                         -             -         19 130             -              -       19 130    
Distributions paid                                    -             -              -      (568 473)             -     (568 473)   
Balance at 28 February 2017                   4 845 248           354        139 425     2 056 589              -    7 041 616    

Condensed Consolidated Segmental Analysis                                                                                                                   
                                                                                             Administration              
                                                             Office      Office               and corporate              
                                               Retail    government       other  Industrial           costs         Total 
                                                R'000         R'000       R'000       R'000           R'000         R'000 
Group 2017                                                                                                                   
Contractual rental income                      71 198     1 265 981     216 403      21 895          37 004     1 612 481    
Straight-line rental income accrual            (2 001)        6 830        (278)        312               -         4 863    
Property operating expenses                   (27 823)     (294 536)    (76 792)     (6 959)        (57 893)     (464 003)   
Net property rental and related income         41 374       978 275     139 333      15 248         (20 889)    1 153 341    
Fair value adjustments to:                                                                                                   
Fair value (loss)/gain to 
investment property                            40 239        33 874     (74 826)      9 548         (52 652)      (43 817)   
Unrealised gain on derivative 
financial instruments                               -             -           -           -           8 930         8 930    
Assets                                                                                                                       
Investment property - fair value              439 242     8 185 019   1 237 188           -               -     9 861 449    
Non-current assets held-for-sale                    -       900 400     269 100     158 000               -     1 327 500    
Straight-line rental income accrual             9 295       172 693      10 484           -               -       192 472    
Other assets                                   23 650       301 417     (64 757)      1 243         716 360       977 913    
Total assets                                  472 187     9 559 529   1 452 015     159 243         716 360    12 359 334    
Total liabilities                             339 641        73 382      15 244       1 632       4 887 819     5 317 718    
Group 2016                                                                                                                   
Contractual rental income                      87 875       912 667     201 134      18 956               -     1 220 632    
Straight-line rental income accrual            10 051        22 363         671      (6 134)              -        26 950    
Property operating expenses                   (31 060)     (213 658)    (71 453)     (5 880)              -      (322 051)   
Net property rental and related income         66 865       721 373     130 351       6 942               -       925 531    
Fair value adjustment to:                                                                                                    
Fair value (loss)/gain to 
investment property                           (85 269)      329 648      22 095      37 726               -       304 200    
Unrealised loss on derivative 
financial instruments                               -             -           -           -         (45 076)      (45 076)   
Assets                                                                                                                       
Investment property - fair value              422 241     6 795 035   1 282 907           -               -     8 500 183    
Non-current assets held-for-sale              206 000       769 681     257 500     177 300               -     1 410 481    
Straight-line rental income                     4 349       168 726      11 441           -               -       184 517    
Other assets                                 (223 938)   (1 870 547)  1 718 005      12 043       1 284 609       920 172    
Total assets                                  408 652     5 862 895   3 269 854     189 343       1 284 609    11 015 353    
Total liabilities                                 319        29 666      21 450         542       5 306 747     5 358 724    

This segmental report has been populated based on a per building classification which is in accordance with the majority tenant.                                                                                                        

Commentary
Company profile
Delta is a JSE listed Real Estate Investment Trust ("REIT") with a property portfolio of R11.4 billion and a market
capitalisation of R5.9 billion as at 28 February 2017. The Fund is black managed with a level 2 B-BBEE contributor status
which is the highest in the sector. Delta continues to be the dominant sovereign listed property fund in South Africa.
The primary focus of the Fund is long-term investment in quality, rental income-generating properties situated in
strategic nodes attractive to sovereign entities and other tenants requiring empowered landlords.

Financial results
The Board has declared a full-year distribution of 97.24 cents per share which represents a 7.1% increase to the prior
year. 

Contractual rental income and property operating expenses increased by 32.1% and 44.1% respectively, largely
influenced by the growth in the portfolio due to transfer of previous acquisitions. The gross cost to income ratio increased to
28.8% and was impacted by higher maintenance and repairs, while the net cost to income ratio remained fairly unchanged at
12.4% due to higher utility recoveries. 

Administrative expenses for the period, excluding once-off items of R20 million recognised in the prior year,
increased 8.7% while the weakening of the rand resulted in a R20.3 million forex gain on foreign loans. Fair value adjustments
of R34.9 million represents the net movement between the fair value loss on investment property of R43.8 million and gain
on swap contracts of R8.9 million. 

Finance costs increased 14.0% due to prime interest rate increases of 100 basis points during the period coupled with
prior year acquisitions funded by debt being in place for the full current year, while interest income increased
marginally by 2.2%. 

The share of profit in associate decreased to R1.5 million primarily due to fair value adjustments by Mara Delta on
its property portfolio. Delta continues to benefit from its 21.4% shareholding in Mara Delta, having received a US Dollar
denominated distribution which translated into R38.0 million. 

Property portfolio
Delta’s portfolio of R11.4 billion consists of 112 properties with a total GLA of 981 777m2, which includes assets
held-for-sale comprising 18 properties with a total GLA of 126 144m2 and a combined value of R1.3 billion.

The segmental and geographic breakdown of the portfolio (per tenant) at the reporting date was as follows:

TENANT PROFILE
Detailed tenant breakdown - GLA (%)      Detailed tenant breakdown - revenue (%)                              
Government                               Government                                   
- National government     35.7%          - National government      41.1%     
- Provincial government   13.8%          - Provincial government    19.8%                    
- Local government         3.9%          - Local government          5.0%                 
- State-owned enterprise   9.6%          - State-owned enterprise   10.5%               
Other                                    Other                         
- Retail                   6.2%          - Retail                    7.1%                  
- Industrial               2.8%          - Industrial                1.5%                  
- Vacant                  10.7%          - General office           15.0%                        
- General office          17.3%                                        

GEOGRAPHIC PROFILE                        
Geographic profile - GLA (%)             Geographic profile - rental (%)          
- Gauteng                 42.8%          - Gauteng                  44.8%                                          
- KwaZulu-Natal           29.4%          - KwaZulu-Natal            23.1%                   
- Free State               8.7%          - Free State                7.2%                                       
- Limpopo                  4.6%          - Limpopo                   9.2%                                          
- Western Cape             4.3%          - Western Cape              5.0%                                     
- Northern Cape            3.8%          - Northern Cape             4.3%                                    
- Mpumalanga               3.4%          - Mpumalanga                3.1%                                       
- Eastern Cape             2.4%          - Eastern Cape              2.8%                                     
- North West               0.6%          - North West                0.5%        

Acquisitions
Delta did not embark on any new acquisitions during the current year, choosing to rather focus inwardly on assets
acquired, filling up vacancies and renewal of leases. The R1.3 billion Redefine portfolio acquired in 2015 transferred
between April 2016 and August 2016.

Major capital projects
Delta continues to invest substantial capital in its property portfolio to ensure that it maintains a higher quality
and grade of assets that meets the requirements of its tenants. The following major capital projects progressed during
the current year and are expected to be completed in the new financial year: 
- 88 Field Street (Durban) - estimated capital spend of R89 million.
- Sleepy Hollow (PMB) - estimated capital spend of R4.5 million intended to upgrade the asset. 
- Embassy Building (Durban) - undertaken at an estimated cost of R28 million and is strategic to securing future
  leases. 
- Beacon Hill (King Williams Town) - approved at an estimated cost of R40 million due to a newly secured five-year
  lease.
- Commission House (Pretoria) - currently in progress at an estimated cost of R32 million and is intended to upgrade
  the asset which is well positioned near the Union Buildings. We recently secured a three-year lease for this asset 
  and are in negotiations to extend this to five years. 
- 17 Harrison Street Building & Kay Street Parkade (Johannesburg) - approved at an estimated cost of R11 million due
  to a four-year lease secured.
  
Disposals
At 2016 financial year-end 17 non-core properties, with a GLA of 134 754m2 and amounting to R1.4 billion, were
classified as non-current assets held-for-sale. During the current year, an additional five buildings with a GLA of 34 792m2
and amounting to R413.4 million were added to non-current assets held-for-sale. The disposal of Tembisa Megamart, Thema
Thumo, Protea Coin Durban and Top Trailer site 2, with a total GLA of 33 409m2, for an aggregate R268.5 million were
concluded during the current financial year. Sale agreements for Block G, Broadcast House, Damelin, Presidia, 1 Ferreira
Street, 3 Ferreira Street and Samora House with a total GLA of 40 287m2 and fair value of R558.1 million were concluded as
at 28 February 2017 and are in the process of being transferred. Samora House has since transferred.

Management remains opportunistic in respect of acquiring assets that complement the Fund’s strategy and intends to
utilise the net disposal proceeds to invest in either higher yielding assets, capital expenditure or to reduce gearing.

Letting and vacancies
The lease expiry profile of the portfolio by building classification at 28 February 2017 was as follows:

Segment            Vacant   Monthly   February    February    February    February   February        Beyond     
                                          2018        2019        2020        2021      2022    28 February     
                                                                                                       2022    
Office sovereign    7.66%    25.94%     30.52%       7.73%       7.02%      13.28%     5.41%          2.43%    
Office other       20.96%    10.26%     21.50%      23.74%      16.02%       2.84%     4.16%          0.52%    
Retail              3.39%     9.04%      3.50%      11.39%      14.41%       2.02%     1.04%         55.20%    
Industrial          0.00%     0.00%     41.52%       0.00%       0.00%      58.48%     0.00%          0.00%    

Vacancies increased to 10.7% with a GLA of 105 119m2 and reduced to 9.1% post-year-end. The weighted average in-force
escalation at year-end is 6.9% with a weighted average rental per m2 of R105.21. Lease renewals of 100 364m2 and new
leases totalling 12 073m2 were also concluded during the year.

National Treasury, together with national and provincial departments of Public Works, is in the process of finalising
a new framework for the procurement of leases. Following the directive of the finance minister to renegotiate leases,
DPW and National Treasury established a high-level negotiation team to engage landlords. This team is well advanced in the
negotiation process, having consulted with all relevant stakeholders. Delta together with other landlords have
responded to the call by government to renegotiate all leases, and has submitted its own bulk lease proposal to renew 62 leases
totalling approximately 243 000m2 for long-term periods. The initial roll out is afforded to the major landlords, who
make up the bulk of the rental accommodation spend for national government, to submit proposals for lease renewals, with
an intention of rolling it out to all landlords thereafter. Delta remains confident of obtaining long-term leases on its
government portfolio. 

Funding
Delta’s loan to value ratio has improved significantly to 41.5% (2016: 47.2%), benefiting from acquisitions funded
with equity and the settlement of debt on disposals. 

The weighted average all-in cost of funding is 9.2% (2016: 8.8%), with 85.1% (2016: 83.5%) of borrowings being fixed
through a combination of swap contracts and fixed rate loans for an average period of 2.2 years (2016: 2.1 years). The
average debt facility expiry period is 1.9 years (2016: 2.3 years) with the interest cover ratio at 2.5 (2016: 2.4). 

Management remains focused on improving both gearing and the debt expiry profile as well as obtaining competitive
funding rates.

Provision of financial assistance
Delta shareholders are referred to special resolution 4 relating to the provision of direct or indirect financial
assistance in terms of section 45 of the Companies Act, No 71 of 2008 ("the Companies Act") to related or inter-related
companies, which was approved at the Annual General Meeting of Delta on 21 September 2016.

Further to the above, Delta shareholders are notified in terms of section 45(5)(a) of the Companies Act, that the
Board of directors of the Company ("the Board") passed a resolution on 25 May 2017 ("the Board resolution") granting
financial assistance to the following related companies:
- Somnipoint Proprietary Limited - R46.6 million in respect of a loan to a company with common directors.
- Mara Delta Property Holdings Limited - R5.3 million in respect of a guarantee fee charged.
- Hestitrix Proprietary Limited - R247.8 million in the ordinary course of business.
- K2014000273 Proprietary Limited - R138.6 million in the ordinary course of business.
- 277 Vermeulen Street Properties Proprietary Limited - R18.8 million in the ordinary course of business.
- Hendisa Investments Proprietary Limited - R33 614 in the ordinary course of business.
- Baystone Holdings Limited - R56.6 million in order to acquire a property.

The financial assistance provided, as detailed above, is greater than one-tenth of 1% of Delta’s net worth as at the
date of the Board resolution. The Board further confirms that immediately after providing the financial assistance, the
Company continues to satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act and that
the terms and conditions of the financial assistance are fair and reasonable to the Company.

Changes to directorate during the period
Since the release of the 2017 interim results announcement, Marelise de Lange stepped down as Chairman of the
Remuneration Committee, member of the Investment Committee and as an independent non-executive director of the Board with effect
from 23 February 2017. We thank Marelise for her contributions to Delta and wish her well in her future endeavours.

Mfundiso Johnson Ntabankulu ("JJ") Njeke has been appointed as an independent non-executive director of the Board from
1 April 2017. 

Events after the reporting period
Delta entered into a sale agreement with an unrelated UK-based company for the disposal of its 10% shareholding in
joint venture Baystone Holdings Limited, which was concluded on the 7 April 2017. The decision to dispose was based on the
UK commercial property market being negatively affected by the Brexit outcome, together with Delta’s ambition to more
effectively manage its balance sheet. The disposal has resulted in free cash of R116.1 million being released from a cash
guarantee issued in favour of Baystone, which will be more effectively deployed within the Group.

Prospects
South Africa’s downgrade to sub-investment or "junk" status reflects the rating agency’s belief that political risks
will remain elevated this year, that policy shifts are likely which could further affect fiscal and economic growth
outcomes and that interest rates could rise.

Delta will be exposed to rising interest rates in the medium term and management will endeavour to manage this
downside risk and to reduce gearing to below 40%. Significant effort is being channelled into addressing the ownership pillar
per the proposed new BBBEE codes, ensuring compliance and qualification for long-term leases per the much anticipated DPW
leasing policy framework. We believe this will result in a healthier balance sheet and improved long-term
sustainability of the business.

Management and the Board remain committed to Delta’s sovereign strategy, and remain positive that the defensive nature
of Delta’s portfolio will reward investors on a total return basis. We forecast earnings remaining flat for the 2018
financial year primarily due to once-off lease adjustments being traded off for longer-term leases, and disposal of
non-current assets held-for-sale. The Group’s independent auditors have not reviewed nor reported on this forecast.

Declaration of final dividend ("the cash dividend") 
Shareholders are advised that dividend No 9 of 51.30719 cents per share for the year ended 28 February 2017 has been
declared. The source of the cash dividend is from distributable income. The abbreviated timetable is as follows:

Declaration date                                            Monday, 29 May 2017
Last day to trade cum dividend                            Tuesday, 20 June 2017
Shares to trade ex dividend                             Wednesday, 21 June 2017
Record date                                                Friday, 23 June 2017
Payment date                                               Monday, 26 June 2017

Shareholders may not dematerialise or rematerialise their shares between Wednesday, 21 June 2017 and Friday, 23 June 2017, 
both days included.

In accordance with Delta’s status as a REIT with effect from 8 December 2014, shareholders are advised that the
dividend meets the requirements of a "qualifying distribution" for the purposes of section 25BB of the Income Tax Act, No 58
of 1962 ("Income Tax Act"). An announcement informing shareholders of the tax treatment of the distributions will be
released separately on SENS.

Basis of preparation and accounting policies
The condensed consolidated financial statements have been prepared in accordance with the International Financial
Reporting Standards ("IFRS"), IAS 34: Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the
Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council, the JSE
Listings Requirements and the requirements of the Companies Act of South Africa. The accounting policies applied in the
preparation of these interim results are in terms of IFRS and are consistent with those applied in the previous annual
financial statements.

The condensed consolidated financial statements have been prepared under the supervision of the Chief Financial
Officer, Mr Shaneel Maharaj CA(SA)/HDipTax, and have been reviewed by BDO South Africa Incorporated, who expressed an
unmodified review conclusion. 

A copy of the auditor’s review report is available for inspection at the Company’s registered office together with the
financial statements identified in the auditor’s report. The auditor’s report does not necessarily cover 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 auditor’s work they should obtain a copy of that report together with the accompanying financial
information from the registered office of the Company.

The directors take full responsibility for the preparation of the provisional report and the financial information has
been correctly extracted from the underlying financial statements. Delta has complied with IFRS and JSE Listings
Requirements by disclosing earnings and headline earnings per share. Distribution per share has been disclosed additionally.

By order of the Board
JB Magwaza (Chairman)            SH Nomvete (Chief Executive Officer)

29 May 2017

Directors: JB Magwaza^ (Chairman), SH Nomvete* (CEO), S Maharaj* (CFO), ON Tshabalala* (COO), N Khan^#, DN Motau^, 
ID Macleod^, MJN Njeke^, NN Afolayan^, BA Corbett~, AJ König~
*Executive; ^Independent non-executive; ~Non-executive; #Lead independent director 

Registered office: Silver Stream Office Park, 10 Muswell Road South, Bryanston (Postnet Suite 210, Private Bag X21,
Bryanston, 2021)

Transfer secretaries: Computershare Investor Services Proprietary Limited

Sponsor: Nedbank Corporate and Investment Banking

www.deltafund.co.za
Date: 29/05/2017 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
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