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Unaudited condensed consolidated financial results for NEPI and Rockcastle for the six months ended 30 June 2017
NEPI Rockcastle plc is incorporated and registered in the Isle of Man with registered number 014178V
Registered office: 2nd Floor, Anglo International House, Lord Street, Douglas, Isle of Man, IM1 4LN
JSE share code: NRP Euronext share code: NRP ISIN: IM00BDD7WV31 ('NEPI Rockcastle', 'the Group' or 'the Company')
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL RESULTS FOR NEPI AND ROCKCASTLE
FOR THE SIX MONTHS ENDED 30 JUNE 2017
All information below excludes joint ventures, unless otherwise stated
DIRECTORS' COMMENTARY
STRUCTURE AND LISTING
The merger of New Europe Property Investments plc (NEPI) and Rockcastle Global Real Estate Company Limited
(Rockcastle) was successfully concluded with effect from 11 July 2017. The new holding company, NEPI
Rockcastle plc, acquired the businesses of NEPI and Rockcastle (including all properties and listed shares
portfolios) thereby becoming the largest listed real estate player in Central and Eastern Europe (CEE) and
one of the top ten listed real estate companies in Continental Europe by market capitalisation.
Following the merger, NEPI Rockcastle shares were listed and started trading on the Johannesburg Stock
Exchange (JSE) and Euronext Amsterdam, while the individual companies ceased trading on their respective
stock markets. As the merger implementation date was after the reporting date, the condensed consolidated
financial results for the six months ended 30 June 2017 are reported on a stand-alone basis for each of the
two former groups, in accordance with International Financial Reporting Standards.
HALF-YEAR DISTRIBUTION AND OPTION TO RECEIVE CAPITAL RETURN
NEPI achieved 23.02 euro cents in distributable earnings per share for the six-months ended 30 June 2017,
and Rockcastle achieved 5.775 USD cents in distributable earnings per share for the same period. The resulting
combined distribution declared by NEPI Rockcastle is 23.46 euro cents per share. This distribution is calculated
by dividing the aggregated NEPI and Rockcastle distributable earnings (EUR126.4 million, using an exchange rate
of 1.1229 USD / 1 EUR) by the NEPI Rockcastle shares in issue (538,953,794).
This distribution will be paid by NEPI Rockcastle to shareholders on behalf of NEPI and Rockcastle. Shareholders can
elect to receive this distribution in cash or as a return of capital by way of an issue of fully paid shares, the
number of which will be determined based on a ratio between distribution declared and the reference price. The
reference price will be calculated using a maximum 7% discount to the five-day volume weighted average traded price,
less distribution, of NEPI Rockcastle shares on the JSE.
A circular containing full details of the election being offered to shareholders, accompanied by announcements on
the Stock Exchange News Service (SENS) of the JSE and Euronext Amsterdam (Euronext), will be issued in due course.
STRATEGY
NEPI Rockcastle focuses on investments in dominant retail real estate assets in high-growth CEE markets, with
leading positions in Romania, Poland and Slovakia and a strong presence in Croatia, Czech Republic and Serbia.
The Group owns, and manages, 50 income-producing assets mainly located in the previously mentioned countries with
a total value (based on pro-forma accounts as at 30 June 2017) of approximately EUR3.8 billion, with six additional
assets under development. The Group has just entered its seventh CEE market, Bulgaria, through the acquisition of
Serdika Center and Office in Sofia.
NEPI Rockcastle holds a portfolio of highly liquid listed securities of large companies which dominate their markets
and consistently outperform their competitors, operating primarily in the US, UK, and Continental Europe. Going forward,
in line with Company strategy of migrating from listed investments to direct property, this portfolio is envisaged to be
converted into new strategic direct property acquisitions. The listed security portfolio was valued at $1.33 billion
(equivalent of EUR1.16 billion) at 30 June 2017, representing 23% of the combined Group's investment assets based on
pro-forma accounts, and is expected to reduce as the strategy is implemented.
Market value as at 30
Company Sector Jurisdiction June 2017 (USD Million) % of total portfolio
Hammerson Retail UK 185 16%
Unibail-Rodamco Retail Europe 141 12%
Simon Property Group Retail USA 125 11%
Ventas Healthcare USA 62 5%
Prologis Industrial USA 61 5%
574 49%
NEPI and Rockcastle's combined direct property geographic profile as at 30 June 2017 by asset value was:
Romania 50%
Poland 29%
Slovakia 10%
Croatia 6%
Czech Republic 4%
Serbia 1%
ACQUISITIONS OF INVESTMENT PROPERTY
Acquisition pipeline
NEPI and Rockcastle have been actively pursuing numerous investment opportunities during the first half
of the year. This resulted in maintaining a significant investment pipeline, which, in addition to
Serdika Center and Office, includes acquisitions:
- for which the due diligence has been completed and legal agreements are progressing, in excess of
EUR350 million;
- in exclusivity and under due diligence, in excess of EUR600 million.
In total, these acquisitions, if successfully concluded, will add over 280,000m(2) of Gross Lettable Area
(GLA) to NEPI Rockcastle's direct property portfolio.
NEPI Rockcastle will announce details of acquisitions when appropriate. In addition to its existing pipeline,
NEPI Rockcastle is evaluating further significant direct retail property opportunities in the CEE region.
Serdika Center and Office (Bulgaria)
NEPI, and, following the merger, NEPI Rockcastle, acquired Serdika Center, a 51,500m(2) GLA modern shopping
centre, and Serdika Office, a Class A office situated atop the shopping centre with 28,500m(2) GLA. The
acquisition received the approval of the Bulgarian Competition Authority in July 2017 and will become
effective during August 2017.
DEVELOPMENTS AND EXTENSIONS
Development pipeline
The Group invests strategically in developments that significantly contribute to growth in distributable
earnings per share. NEPI Rockcastle is pursuing a development pipeline which exceeds EUR1.3 billion
(including redevelopments and extensions, estimated at cost), of which EUR175 million were spent in aggregate
by NEPI and Rockcastle by 30 June 2017.
During the period, NEPI completed the development of Victoriei Office
in Bucharest and the third phase of The Office, Cluj-Napoca. Additionally, NEPI and Rockcastle commenced
construction on several projects in Romania, Serbia and Poland, including developments located in Galati,
Novi Sad, Ramnicu Valcea, Wolomin and Zabrze, while zoning has been received for a shopping centre in Satu Mare,
Romania. No substantial progress has been made with zoning and permitting for the Promenada Mall extension.
The Office Cluj-Napoca third phase (Romania, 30 June 2017)
NEPI completed the 20,200m(2) GLA third phase of The Office, Cluj-Napoca, bringing the total GLA of the office
complex to 63,600m(2). The third phase is 96% leased with tenants gradually taking possession of their premises
by October 2017. Tenants include international corporations, such as Betfair, Digital Velocity, Magneti Marelli,
Telenav, Thomsons and Tranistics.
Victoriei Office Bucharest (Romania, 30 June 2017)
NEPI received the outstanding permits for internal fit-out of this 7,800m(2) GLA landmark office located
in central Bucharest, and completed the development. The building is 98% let, with tenants gradually taking
possession of their premises by October 2017. Tenants include renowned companies, such as Fitbit, General
Electric and Philip Morris.
Shopping City Galati extension (Romania)
Construction of the 21,000m(2) GLA extension to Shopping City Galati, currently a 27,500m(2) GLA regional mall
continues, and is scheduled to be completed during the fourth quarter of 2017.
Ramnicu Valcea Mall (Romania)
The building permit has been received and construction commenced for the 27,900m(2) GLA regional mall , which
is scheduled to open by the end of 2017. Currently, 89% of the centre is leased or subject to advanced
negotiations. Tenants include Carrefour, Cinema City, Hervis, Jysk, NewYorker, Orsay and Textil Market.
Platan Shopping Centre extension (Poland)
Extension and refurbishment works increasing the shopping centre's GLA to 40,300m(2), and including construction
of a multi-level car park, commenced in June 2017. The extension is scheduled to open in November 2018.
Solaris Shopping Centre extension (Poland)
The building permit for the extension of the shopping centre by approximately 9,200m(2) has been received and
construction started. The project includes the development of multi-level basement parking and a new town square
in front of the centre's main entrance. Tenant demand is strong and the extension area is scheduled to be
completed in October 2018.
Galeria Wolomin extension (Poland)
The retail park adjoining Galeria Wolomin will open for trading on 31 August 2017, increasing the total GLA of the
shopping centre to approximately 30,700m(2).
Promenada Novi Sad (Serbia)
Construction has commenced on the shopping mall's first phase of 48,400m(2) GLA. Tenant demand is strong and
various international brands are interested.
LISTED SECURITY PORTFOLIO
NEPI Rockcastle invests in listed securities whose portfolios consist predominantly of quality assets, which
outperform competitors and reduce the impact of negative market fluctuations. There is an increasing focus on
positioning the portfolio to facilitate the efficient deployment of capital into direct property assets.
Various changes have been implemented in this respect:
- during the first six months of 2017 the portfolio has been focused on Continental Europe, as economic
prospects in the region are improving, and this bias will continue as long as applicable;
- the portfolio has been diversified further, and exposure increased to highly liquid assets;
- exposure to the USD has been reduced since third quarter of 2016; and
- following the merger of NEPI and Rockcastle, the functional currency of the listed portfolio was changed
from USD to EUR.
As indicated, the Company's current pipeline of acquisitions and developments expected to be completed this
year is substantial and will necessitate a reduction in the quantum of the listed portfolio.
CASH MANAGEMENT AND DEBT
As of 30 June 2017, NEPI and Rockcastle had in aggregate EUR63.6 million in cash and undrawn unsecured revolving
facilities of EUR305 million. NEPI Rockcastle's pro-forma gearing ratio (interest bearing debt less cash divided
by investment property and listed property shares) was 24%.
The average interest rate for NEPI, including hedging costs was 3.3%. As of 30 June 2017, fixed-coupon bonds
represented 61.1% of NEPI's outstanding debt, and out of the remaining debt exposed to Euribor, 92% was hedged
with interest rate caps and 8% with interest rate swaps (including joint ventures).
The average interest rate for Rockcastle, including hedging costs was 1.8%. As of 30 June 2017, the outstanding
debt exposed to Euribor was 93.1% hedged.
PROSPECTS AND EARNINGS GUIDANCE
Distributable earnings per share for the year 2017 are expected to be approximately 17% higher than the 2016
pro-forma distribution of 41.21 euro cents per share published in the NEPI Rockcastle Prospectus, in line with
guidance previously announced by NEPI and Rockcastle. This guidance is based on the assumptions that a stable
macroeconomic environment prevails, no major corporate failures occur, planned developments remain on schedule,
and is sensitive to the impact of acquisitions currently in the pipeline. This forecast has not been audited or
reviewed by NEPI Rockcastle's auditors and is the responsibility of the Board.
By order of the Board of Directors,
Alex Morar Spiro Noussis
Co-Chief Executive Officer Co-Chief Executive Officer
Mirela Covasa
Chief Financial Officer
22 August 2017
All amounts in EUR'000 unless otherwise stated
NEPI CONSOLIDATED STATEMENT OF FINANCIAL POSITION 30 Jun 2017 31 Dec 2016 30 Jun 2016
ASSETS
Non-current assets 2 847 257 2 674 176 2 150 727
Investment property 2 708 396 2 546 772 2 043 175
Investment property in use 2 501 001 2 370 760 1 845 324
Investment property under development 181 395 176 012 197 851
Advances for investment property 26 000 - -
Goodwill 58 390 58 390 39 010
Investments in joint ventures 38 475 22 023 18 556
Long-term loans granted to joint ventures 30 556 31 015 31 955
Other long-term assets 10 844 15 299 17 315
Financial assets at fair value through profit or loss 596 677 716
Current assets 81 814 107 538 123 358
Trade and other receivables 34 871 40 539 53 039
Financial investments at fair value through profit or loss 6 721 18 979 19 556
Cash and cash equivalents 40 222 48 020 50 763
Investment property held for sale 11 780 15 525 21 479
Total assets 2 940 851 2 797 239 2 295 564
EQUITY AND LIABILITIES
Total equity attributable to equity holders 2 025 675 1 814 552 1 548 555
Share capital 3 340 3 215 3 027
Share premium 1 439 703 1 368 171 1 213 293
Share-based payment reserve 4 797 4 797 4 797
Currency translation reserve (1 229) (1 229) (1 229)
Accumulated profit 579 064 439 598 329 354
Non-controlling interest - - (687)
Total liabilities 915 176 982 687 747 009
Non-current liabilities 768 773 831 995 661 667
Bank loans 171 165 260 593 139 111
Bonds 395 628 394 819 394 042
Deferred tax liabilities 184 072 158 864 110 589
Other long-term liabilities 17 908 17 403 16 619
Financial liabilities at fair value through profit or loss - 316 1 306
Current liabilities 146 403 150 692 85 342
Trade and other payables 60 272 71 536 7 829
Bank loans 82 738 17 999 3 476
Bonds 3 393 61 157 74 037
Total equity and liabilities 2 940 851 2 797 239 2 295 564
NEPI CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 30 Jun 2017 30 Jun 2016
Net rental and related income 90 981 64 403
Revenues from rent and expense recoveries 128 911 93 292
Property operating expenses (37 930) (28 889)
Administrative expenses (7 300) (4 676)
EBITDA 83 681 59 727
Acquisition fees (1 523) (1 542)
Fair value adjustments of investment property 92 171 15 839
Fair value (loss)/gain on financial investments at fair value through profit or loss (104) 484
Dividends received from financial investments 363 393
Net result on sale of financial investments 193 (630)
Foreign exchange loss (13) (51)
Gain/(Loss) on disposal of investment property 695 (235)
Profit before net finance expense 175 463 73 985
Net finance expense (8 179) (5 805)
Finance income 1 411 2 802
Finance expense (9 590) (8 607)
Changes in fair value of financial instruments 236 (724)
Share of profit of joint ventures 13 686 2 916
Profit before tax 181 206 70 372
Income tax (26 315) (5 792)
Current tax expense (1 107) (351)
Deferred tax expense (25 208) (5 441)
Profit after tax 154 891 64 580
Total comprehensive income for the period 154 891 64 580
Non-controlling interest - 2 316
Profit for the period attributable to equity holders 154 891 66 896
Weighted average number of shares in issue 328 304 103 300 845 492
Diluted weighted average number of shares in issue 328 309 197 300 868 790
Basic earnings per share (euro cents) 47.18 22.24
Diluted earnings per share (euro cents) 47.18 22.23
All amounts in USD'000 unless otherwise stated
ROCKCASTLE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 30 Jun 2017 31 Dec 2016 30 Jun 2016
ASSETS
Non-current assets 1 791 527 1 739 084 2 421 613
Investment property 1 376 864 1 258 786 466 982
Straight-lining of rental revenue adjustment 847 199 39
Investment property under development 12 360 5 611 55 328
Intangible assets 7 968 7 341 -
Goodwill 17 820 17 433 -
Listed security investments 345 924 383 994 1 841 226
Property, plant and equipment 1 447 499 159
Investment in and loans to joint ventures - 37 000 31 619
Rockcastle management incentive loans 25 859 26 968 26 260
Deferred tax assets 2 438 1 253 -
Current assets 506 312 340 218 31 648
Investment income receivable 3 507 2 810 5 847
Cash and cash equivalents 26 756 24 090 16 355
Trade and other receivables 30 040 50 376 9 446
Equity derivative collateral 438 242 244 524 -
Financial assets at fair value through profit or loss 6 050 18 004 -
Income tax receivable 1 717 414 -
Total assets 2 297 839 2 079 302 2 453 261
EQUITY AND LIABILITIES
Total equity attributable to equity holders 1 668 184 1 556 106 1 578 817
Stated capital 1 423 989 1 383 676 1 351 387
Retained income 409 983 371 467 411 383
Non-distributable reserves (202 961) (168 723) (186 429)
Currency translation reserve 37 173 (30 314) 2 476
Non-controlling interest 228 532 116
Total equity 1 668 412 1 556 638 1 578 933
Total liabilities 629 427 522 664 874 328
Non-current liabilities 603 325 450 552 55 266
Interest-bearing borrowings 570 308 425 230 55 266
Other long-term liabilities 2 484 - -
Financial liabilities at fair value through profit or loss 420 - -
Deferred tax liabilities 30 113 25 322 -
Current liabilities 26 102 72 112 819 062
Trade and other payables 16 765 63 872 37 813
Interest-bearing borrowings 1 601 1 538 780 878
Financial liabilities at fair value through profit or loss 4 891 6 633 -
Income tax payable 2 845 69 371
Total equity and liabilities 2 297 839 2 079 302 2 453 261
Total number of shares in issue 963 155 909 945 502 019 930 994 319
Net asset value per share (USD) 1.73 1.65 1.70
ROCKCASTLE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 30 Jun 2017 30 Jun 2016
Net rental and related revenue 38 806 11 973
Rental revenue 50 762 15 612
Recoveries and contractual rental revenue 50 226 16 198
Straight-lining of rental revenue adjustment 536 (586)
Property operating expenses (11 956) (3 639)
Income from derivatives and listed security investments 22 839 47 519
Income from joint ventures 1 493 755
Fair value adjustment on sale of interest in joint ventures (27) -
Fair value (loss)/gain on investment property listed security investments and derivatives (10 177) 125 559
Adjustment resulting from straight-lining of rental revenue (536) 586
Fair value gain on investment property 6 823 4 822
Fair value gain on financial instruments at fair value through profit or loss 181 -
Fair value (loss)/gain on listed security investments (16 645) 120 151
Foreign exchange gain 7 833 11 744
Operating expenses (1 613) (1 407)
Profit before net finance costs 59 154 196 143
Net finance costs (2 875) (32 947)
Finance income 1 122 1 022
Finance costs (3 997) (33 969)
Profit before income tax expense 56 279 163 196
Income tax expense (3 214) (97)
Profit for the period attributable to equity holders of the company 53 065 163 099
OTHER COMPREHENSIVE INCOME NET OF TAX
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations - subsidiaries 67 487 (1 401)
Exchange differences on translation of foreign operations - minorities (28) -
Total comprehensive income for the period 120 524 161 698
Profit for the period attributable to: 53 065 163 099
Equity holders of the company 53 341 163 278
Non-controlling interest (276) (179)
Total comprehensive income for the period attributable to: 120 524 161 698
Equity holders of the company 120 828 161 999
Non-controlling interest (304) (301)
Weighted average number of shares in issue 955 211 659 924 099 338
Basic earnings per share (USD cents) 5.58 17.67
Basic earnings per share and headline earnings per share are based on the weighted average of 955 211 659 shares in issue
for the six months ended 30 June 2017 (six months ended 30 June 2016: 924 099 338 shares).
All amounts in EUR'000 unless otherwise stated
Currency
NEPI CONSOLIDATED STATEMENT Share Share Share-based translation Accumulated Non-controlling
OF CHANGES IN EQUITY capital premium payment reserve reserve profit interest Total
Balance at 1 January 2016 2 986 1 213 325 4 797 (1 229) 275 042 1 629 1 496 550
Transactions with owners 41 (32) - - (12 584) - (12 575)
- Issue of shares 41 (60) - - - - (19)
- Sale of shares issued under the
Initial Share Scheme - 28 - - - - 28
- Earnings distribution - - - - (12 584) - (12 584)
Total comprehensive income 66 896 (2 316) 64 580
- Profit for the period - - - - 66 896 (2 316) 64 580
Balance at 30 June 2016 3 027 1 213 293 4 797 (1 229) 329 354 (687) 1 548 555
Balance at 1 July 2016 3 027 1 213 293 4 797 (1 229) 329 354 (687) 1 548 555
Transactions with owners 188 154 878 - - (57 828) 687 97 925
- Issue of shares 188 154 860 - - - - 155 048
- Sale of shares issued under the
Initial Share Scheme - 18 - - - - 18
- Acquisition of non-controlling interest - - - - (22 124) 687 (21 437)
- Earnings distribution - - - - (35 704) - (35 704)
Total comprehensive income - - - - 168 072 - 168 072
- Profit for the period - - - - 168 072 - 168 072
Balance at 31 December 2016 3 215 1 368 171 4 797 (1 229) 439 598 - 1 814 552
Balance at 1 January 2017 3 215 1 368 171 4 797 (1 229) 439 598 - 1 814 552
Transactions with owners 125 71 532 - - (15 425) - 56 232
- Issue of shares 125 71 514 - - - - 71 639
- Sale of shares issued under the
Initial Share Scheme - 18 - - - - 18
- Earnings distribution - - - - (15 425) - (15 425)
Total comprehensive income - - - - 154 891 - 154 891
- Profit for the period - - - - 154 891 - 154 891
Balance at 30 June 2017 3 340 1 439 703 4 797 (1 229) 579 064 - 2 025 675
NEPI CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 30 Jun 2017 30 Jun 2016
Profit after tax 154 891 64 580
Adjustments (59 047) (3 479)
Interest and coupon paid (18 202) (4 066)
Changes in working capital (10 422) 1 103
Cash flows from operating activities 67 220 58 138
Proceeds from issue of shares 71 657 9
Earnings distribution (15 425) (12 584)
Net movements in bank loans and bonds (70 650) (28 141)
Cash flows used in financing activities (14 418) (40 716)
Investments in acquisitions and developments (69 778) (273 959)
Net cash flow from/(used in) investments in financial assets 9 178 (19 310)
Cash flows used in investing activities (60 600) (293 269)
Net decrease in cash and cash equivalents (7 798) (275 847)
Cash and cash equivalents brought forward 48 020 326 610
Cash and cash equivalents carried forward 40 222 50 763
NEPI SEGMENTAL ANALYSIS Retail Office Industrial Corporate Total
30 June 2017 (unaudited)
Revenues from rent and expense recoveries 111 661 16 219 1 031 - 128 911
Profit before Net finance expense 157 897 17 955 739 (1 128) 175 463
Total Assets 2 486 407 404 506 15 944 33 994 2 940 851
Total Liabilities 378 854 56 650 2 476 477 196 915 176
30 June 2016 (unaudited)
Revenues from rent and expense recoveries 77 855 14 405 1 032 - 93 292
Profit before Net finance expense 70 315 4 622 808 (1 760) 73 985
Total Assets 1 841 129 371 960 16 683 65 792 2 295 564
Total Liabilities 284 694 60 834 2 435 399 046 747 009
NEPI RECONCILIATION OF PROFIT FOR THE PERIOD TO DISTRIBUTABLE EARNINGS 30 Jun 2017
Profit for the period 154 891
Reverse indirect result (78 498)
Foreign exchange (gain)/loss 13
Acquisition fees 1 523
Fair value adjustments of investment property for controlled subsidiaries (92 171)
(Profit)/Loss on disposal of investment property (695)
Fair value loss of financial investments 104
Net result on sale of financial investments (193)
Dividends and other income received from financial investments (363)
Fair value adjustment of financial assets and liabilities for controlled subsidiaries (236)
Deferred tax expense for controlled subsidiaries 25 208
Adjustments related to joint ventures
Fair value adjustment on sale of interest in joint ventures -
Fair value adjustments of investment property for joint ventures (13 875)
Fair value adjustment of financial assets and liabilities for joint ventures (310)
Deferred tax expense for joint ventures 2 424
Foreign exchange loss/(gain) for joint ventures 73
Company specific adjustments (778)
Amortisation of financial assets (881)
Realised foreign exchange loss for controlled subsidiaries (79)
Realised foreign exchange (loss)/gain for joint ventures 1
Accrued dividend for financial investments 181
Non-controlling interest -
Antecedent dividend 1 277
Distributable earnings for the period 76 892
Less: Distribution declared (76 892)
Interim distribution (76 892)
Earnings not distributed -
Number of shares entitled to distribution 334 027 068
Distributable earnings per share for the period (euro cents) 23.02
Less: Distribution declared per share (euro cents) (23.02)
Interim distribution per share (euro cents) (23.02)
Earnings not distributed (euro cents) -
NEPI RECONCILIATION OF PROFIT
FOR THE PERIOD TO HEADLINE EARNINGS 30 Jun 2017 30 Jun 2016
Profit for the period attributable to equity holders 154 891 66 896
Fair value adjustments of investment property for controlled subsidiaries (92 171) (15 839)
Loss on sale of investment property held for sale (695) 235
Tax effects of adjustments for controlled subsidiaries 15 417 2 965
Fair value adjustments of investment property for joint ventures (13 875) (4 369)
Tax effects of adjustments for joint ventures 2 220 699
Headline earnings 65 787 50 587
Weighted average number of shares in issue 328 304 103 300 845 492
Diluted weighted average number of shares in issue 328 309 197 300 868 790
Headline earnings per share (euro cents) 20.04 16.81
Diluted headline earnings per share (euro cents) 20.04 16.81
NEPI RECONCILIATION OF NET ASSET VALUE TO ADJUSTED NET ASSET VALUE 30 Jun 2017 30 Jun 2016
Net Asset Value per the Statement of financial position 2 025 675 1 548 555
Loans in respect of the Initial Share Scheme - 36
Deferred tax liabilities for controlled subsidiaries 184 072 110 589
Goodwill (58 390) (39 010)
Deferred tax liabilities for joint ventures 8 376 4 972
Adjusted Net Asset Value 2 159 733 1 625 142
Net Asset Value per share (euro) 6.06 5.12
Adjusted Net Asset Value per share (euro) 6.47 5.37
Number of shares for Net Asset Value per share 334 027 068 302 700 153
Number of shares for adjusted Net Asset Value per share 334 027 068 302 714 153
NEPI BASIS OF PREPARATION
These unaudited condensed consolidated financial results for the six months ended 30 June 2017 have been prepared in accordance with IAS 34
Interim Financial Reporting and the JSE Listings Requirements. The accounting policies which have been applied are consistent with those used
in the preparation of the financial statements for the year ended 31 December 2016. These unaudited condensed consolidated financial results
have not been reviewed or reported on by the NEPI's external auditors.
All amounts in USD'000 unless otherwise stated
ROCKCASTLE CONSOLIDATED STATEMENT Non- Non- Currency
OF CHANGES IN EQUITY controlling distributable translation
Stated capital Retained income interest reserves reserve Total
Balance at 31 December 2015 1 312 080 251 232 - (147 414) 3 877 1 419 775
Profit for the period - 163 278 (179) - - 163 099
Shares issued and dividend paid 39 307 (42 142) - - - (2 835)
Equity contribution - - 295 - - 295
Transfer to non-distributable reserves - 39 015 - (39 015) - -
Exchange differences on translation of foreign operations - - - - (1 401) (1 401)
Balance at 30 June 2016 1 351 387 411 383 116 (186 429) 2 476 1 578 933
Profit for the period - 22 140 537 - - 22 677
Shares issued and dividend paid 32 289 (44 350) - - - (12 061)
Transfer to non-distributable reserves - (17 706) - 17 706 - -
Exchange differences on translation of foreign operations - - (121) - (32 790) (32 911)
Balance at 31 December 2016 1 383 676 371 467 532 (168 723) (30 314) 1 556 638
Profit for the period - 53 341 (276) - - 53 065
Shares issued and dividend paid 40 313 (49 063) - - - (8 750)
Transfer to non-distributable reserves - 34 238 - (34 238) - -
Exchange differences on translation of foreign operations - - (28) - 67 487 67 459
Balance at 30 June 2017 1 423 989 409 983 228 (202 961) 37 173 1 668 412
ROCKCASTLE CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 30 Jun 2017 30 Jun 2016
Profit before income tax 53 065 163 099
Adjustments 3 267 (130 949)
Distributions received from joint ventures 1 408 729
Interest received 3 058 -
Interest and coupon paid (5 607) (7 440)
Changes in working capital (17 314) 93 972
Cash flows from operating activities 37 877 119 411
Earnings distribution (8 636) (2 835)
Net movements in bank loans and bonds 158 330 (135 656)
Other payments (528) -
Cash flows from financing activities 149 166 (138 491)
Investments in acquisitions and developments (31 926) (140 296)
Net cash flow (used in)/from investments in financial assets (152 451) 169 621
Cash flows (used in)/from investing activities (184 377) 29 325
Net increase in cash and cash equivalents 2 666 10 245
Cash and cash equivalents brought forward 24 090 6 110
Cash and cash equivalents carried forward 26 756 16 355
Direct Listed
ROCKCASTLE SEGMENTAL ANALYSIS property securities Corporate Total
30 June 2017 (unaudited)
Profit before income tax expense 42 482 18 626 (4 829) 56 279
Total Assets 1 481 424 794 332 22 083 2 297 839
30 June 2016 (unaudited)
Profit before income tax expense 12 728 151 310 (842) 163 196
Total Assets 575 459 1 851 324 26 478 2 453 261
ROCKCASTLE RECONCILIATION OF PROFIT FOR THE PERIOD TO DISTRIBUTABLE EARNINGS 30 Jun 2017
Profit for the period 53 065
Reverse indirect result (20 524)
Foreign exchange (gain)/loss (7 833)
Acquisition fees -
Fair value adjustments of investment property for controlled subsidiaries (6 823)
(Profit)/Loss on disposal of investment property -
Fair value loss of financial investments 16 645
Net result on sale of financial investments -
Dividends and other income received from financial investments (22 839)
Fair value adjustment of financial assets and liabilities for controlled subsidiaries (181)
Deferred tax expense for controlled subsidiaries 480
Adjustments related to joint ventures
Fair value adjustment on sale of interest in joint ventures 27
Fair value adjustments of investment property for joint ventures -
Fair value adjustment of financial assets and liabilities for joint ventures -
Deferred tax expense for joint ventures -
Foreign exchange loss/(gain) for joint ventures -
Company specific adjustments 22 612
Amortisation of financial assets -
Realised foreign exchange loss for controlled subsidiaries -
Realised foreign exchange (loss)/gain for joint ventures -
Accrued dividend for financial investments 22 711
Non-controlling interest (99)
Antecedent dividend 466
Distributable earnings for the period 55 619
Less: Distribution declared (55 619)
Interim distribution (55 619)
Earnings not distributed -
Number of shares entitled to distribution 963 155 909
Distributable earnings per share for the period (USD cents) 5.775
Less: Distribution declared per share (USD cents) (5.775)
Interim distribution per share (USD cents) (5.775)
Earnings not distributed (USD cents) -
ROCKCASTLE RECONCILIATION OF PROFIT
FOR THE PERIOD TO HEADLINE EARNINGS 30 Jun 2017 30 Jun 2016
Basic earnings - profit for the period attributable to equity holders 53 341 163 278
Adjusted for:
fair value gain on investment property (net of tax effect) (5 527) (3 906)
fair value adjustment on sale of interest in joint ventures 27 706
Headline earnings 47 841 160 078
Headline earnings per share (USD cents) 5.01 17.32
Rockcastle has no dilutionary instruments in issue.
ROCKCASTLE PREPARATION, ACCOUNTING POLICIES AND AUDIT OPINION
Rockcastle is required to publish financial results for the six months ended 30 June 2017 in terms of Rule 8 of the Securities (Disclosure Obligations
of Reporting Issuers) Rules 2007. Accordingly, this announcement presents the financial results of Rockcastle in respect of the six month period from
1 January 2017 to 30 June 2017 as well as the comparative results from the prior period.
The accounting policies which have been applied are consistent with those used in the preparation of the audited financial statements for the year
ended 31 December 2016. Cash and cash equivalents exclude restricted cash held by the prime brokers serving as collateral for the listed security
portfolio. The balance as at 30 June 2017 was USD 438 242 000 (30 June 2016: USD Nil).
The summarised unaudited consolidated interim financial statements for the six months ended 30 June 2017 ("financial statements") have been prepared
in accordance with the measurement and recognition requirements of International Financial Reporting Standards ("IFRS"), the requirements of IAS 34:
Interim Financial Reporting, and the Securities Act of Mauritius 2005.
The financial statements have not been reviewed or reported on by Rockcastle's external auditors.
Copies of the financial statements and the statement of direct and indirect interests of each officer of the company, pursuant to rule 8(2)(m) of
the Securities (Disclosure Obligations of Reporting Issuers) Rules 2007, are available free of charge, upon request at Rockcastle's registered address.
Contact person: Mrs Smitha Algoo.
This communiqué is issued pursuant to section 88 of the Securities Act of Mauritius 2005. Rockcastle Board of Directors accepts full responsibility for
the accuracy of the information contained in these financial statements.
The directors of Rockcastle are not aware of any matters or circumstances arising subsequent to the period ended 30 June 2017 that require any
additional disclosure or adjustment to the financial statements. These financial statements were approved by Rockcastle Board of Directors.
For further information please contact: NEPI Rockcastle Plc, Mirela Covasa: +40 21 232 1398
JSE sponsor: Java Capital: +27 11 722 3050
www.nepirockcastle.com
Date: 22/08/2017 11:00:00 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
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