Reviewed Provisional Financial Results for the year ended 28 February 2018 and cash dividend declaration
GAIA Infrastructure Capital Limited
(previously GAIA Capital Proprietary Limited)
Incorporated in the Republic of South Africa
(Registration number 2015/115237/06)
Share Code: GAI, ISIN ZAE000210555
("GAIA") or "the Company")
Reviewed Provisional Financial Results
for the year ended 28 February 2018 and cash dividend declaration
- Tangible NAV* per share at R10.53 pre-final dividend distribution
- Gross assets under management growth from R503.9 million to R763.7 million
- Maintenance of an inflationary increase in dividends to shareholders with a final cash dividend
declaration of 42.0 cents per share
- Headline earnings per share up 19.5% to 78.4 cents per share
- Total revenue up 15.5% to R62.0 million
- Net cash of R26.7 million
- Successful transition from SPAC** to a fully fledged investment holding company
- Second investment concluded in the year under review
- Strong pipeline of investment opportunities yielding above target investment return
* Net asset value.
** Special purpose acquisition company.
Effective December 2016, GAIA transitioned to a fully fledged investment holding company compared
to the 12 months to 28 February 2017 of the Company trading largely as a SPAC. The Dorper Wind Farm
which was acquired on 20 December 2016 performed to the satisfaction of the Company with the
highlight for the year under review being the acquisition of an effective see-through economic
interest of 20% in the Noblesfontein Wind Farm on 19 September 2017 for R188 million ("the
Revenue increased to R62.0 million (2017: R53.6 million) for the year under review, comprised of
dividend and interest income generated from the investments in Dorper and Noblesfontein, as well as
favourable fair value gains from the Noblesfontein Transaction. GAIA received dividend income of
R60.0 million (2017: R15.6 million) from GAIA Financial Services (RF) Proprietary Limited
("GAIA Financial Services") which in turn received income from the Company's underlying investments
in Dorper and Noblesfontein. Income received from Noblesfontein was included for only five months
of the year. The 2019 financial year will enjoy the benefits of a full year of dividend income from
the Noblesfontein Transaction. The Company earned interest income of R4.3 million over the reporting
period (2017: R33.0 million) mainly from the Coronation Money Market Fund. The reduction from the
prior year was as a result of the funds being deployed on operating expenses including transaction
costs on the Noblesfontein Transaction.
The expense to revenue ratio increased as GAIA increased its capacity to enable it to absorb the
growth expected from operating as an investment holding company with operating expenses increasing
to R18.5 million (2017: R8.8 million). Operating expenses included acquisition costs incurred for
the Noblesfontein Transaction and other transactional costs related to the sourcing of investment
opportunities in accordance with the shareholder-approved Investment Policy.
Expenses by function
Function Opex*(Rm) % AUM** Opex*(Rm) % AUM**
Corporate governance 6.1 0.8 3.3 0.7
Investment management 4.8 0.6 3.4 0.7
Capital raising 2.4 0.3 1.5 0.3
Deal pipeline sourcing 3.1 0.4 0.1 0.0
Other 2.1 0.3 0.5 0.1
18.5 2.4 8.8 1.8
* Operating expenditure.
** Assets under management.
Assets under management (Rm) 2018 2017
Noblesfontein - SARGE 88.7 -
Noblesfontein - GAIA SPV 169.2 -
Dorper - GAIA RE 1 505.8 503.9
ASSETS UNDER MANAGEMENT COMMENTARY
On 19 September 2017, GAIA notified shareholders of the successful conclusion of the Noblesfontein
Transaction through GAIA Financial Services acquiring C Preference Shares in GAIA SPV (RF)
Proprietary Limited ("GAIA SPV") for an aggregate subscription price of R130 million and, as a
result, acquiring an effective economic interest of 13.0% in the combined distributions linked to
the ordinary shares and shareholder loan claims against Coria (PKF) Investments 28 (RF) (Pty)
Limited ("Noblesfontein Wind Farm"). In addition, GAIA Financial Services acquired a further
effective economic interest of 7.03% of the distributions linked to the ordinary shares in the
Noblesfontein Wind Farm through a subscription of A Preference Shares and B Preference Shares in
South African Renewable Green Energy (Pty) Limited ("SARGE") for an aggregate subscription price
of R57 million.
GAIA Financial Services obtained funding to facilitate, inter alia, its subscription for the GAIA
SPV C Preference Shares; and subscription for the SARGE Preference Shares by way of the issue, by
it, of A Preference Shares and B Preference Shares to Rand Merchant Bank Investments and Advisory
Proprietary Limited for an aggregate subscription price of approximately R188 million in terms of
the GAIA Financial Services Preference Share Subscription Agreement.
Noblesfontein Wind Farm is a Round 1 Renewable Energy Independent Power Producer Procurement
Programme ("REIPPPP") wind project comprising c.73.8 MW of electricity generation capacity and
located between the towns of Three Sisters and Victoria West in the Northern Cape of South Africa.
The wind farm achieved commercial operation date on 12 July 2014.
Dorper's asset performance has been consistent with the forecast figures on total electricity
production for the period under review. The average actual capacity factor was also consistent with
average forecast capacity factor at 33%.
GAIA has adopted an accounting policy of measuring its investments at fair value through profit or
loss with fair value movements on its assets under management recognised in the Statement of
Profit or Loss. However, the R501 million investment in the Dorper Wind Farm was through an
acquisition of a 34.9% equity stake in GAIA RE 1 Proprietary Limited for R265 million and a
convertible loan of R235 million. The convertible loan may be settled either through the acquisition
of (i) minority interest in three (3) additional renewable solar energy assets and fulfilment of all
applicable conditions precedents, or (ii) additional equity exposure to the Dorper Wind Farm. The
Company has recognised the R235 million convertible loan at amortised cost with the fair value
movement on the investment to be recognised on conversion of the convertible loan into equity
The cash flows of GAIA's underlying assets are typically of a predictable nature, resulting in an
inflation-linked dividend growth investment case. GAIA (Tax reference number: 9473/844/17/4) paid
its interim cash dividend of R13.7 million (24.84 cents per share) for the six months ended
31 August 2017, paid in November 2017.
Notice is hereby given that the board of directors ("the Board") have declared a final gross cash
dividend of 42.0 cents (33.6 cents net of dividend withholding tax) per ordinary share for the
period ended 28 February 2018. The dividend has been declared from income reserves. A dividend
withholding tax of 20% will be applicable to all shareholders who are not exempt from or do not
qualify for a reduced rate of dividend withholding tax.
This brings the total dividend for the 2018 financial year to 66.84 cents per share, which is
5.3% more than the comparable dividend for the 2017 financial year. The Board previously announced
its intention to increase the dividend annually by the rate of inflation.
The issued share capital at the declaration date is 55 151 000 ordinary shares.
The salient dates for the dividend will be as follows:
Last day of trade to receive a dividend Tuesday, 3 July
Shares commence trading "ex" dividend Wednesday, 4 July
Record date Friday, 6 July
Payment date Monday, 9 July
Share certificates may not be dematerialised or rematerialised between Wednesday, 4 July 2018 and
Friday, 6 July 2018, both days inclusive.
This final cash dividend amounting to R23.2 million has not been recognised as a liability in
these reviewed condensed financial statements.
GAIA's primary focus, the secondary market in infrastructure equity, continues to present
significant opportunities which are not dependent on whether new infrastructure projects are
continually developed. The Company's investment case was buoyed by Government's renewed commitment
to facilitate private sector investment into the selected infrastructure sectors in which GAIA
invests, being energy, water and sanitation, and transportation infrastructure.
GAIA focuses on core infrastructure assets for which the cash flows can be forecast with a low
margin of error. These are assets that are mature beyond their demand ramp-up phase, functioning
in established and transparent regulatory environments, serving demographically and economically
sound service areas and have minimal obsolescence or technology risks.
GAIA has a diversified pipeline of approximately R1.7 billion of exclusive investment opportunities
for which it requires equity funding to execute. The Company continues to engage with the equity
capital markets to raise funding to enable execution of these value-accretive investments in
accordance with the Company's Investment Policy for the benefit of its stakeholders. The investment
pipeline yields are above target investment return of CPI +6% (gross of fees) on a blended basis.
CHANGES TO THE BOARD
In accordance with paragraph 3.59(a) of the JSE Limited Listings Requirements, shareholders are
advised that Ms Tamee Soudien-Witten resigned as Finance Director and as an Executive Director of
the Board, with effect from 9 February 2018. The Chief Executive Officer, Ms Prudence Lebina,
fulfils the duties and responsibilities of Finance Director whilst the Board is in the process of
identifying a suitable successor to fill the position of Finance Director.
Condensed Statement of Financial Position
as at 28 February 2018
Total assets 586 718 588 436
Non-current assets 506 286 503 680
Current assets 80 432 84 756
Cash and cash equivalents 26 729 84 756
Trade and other receivables 53 703 -
Total equity and liabilities 586 718 588 436
Share capital 545 852 545 852
Retained income 34 728 40 234
Total liabilities 6 138 2 351
Shares in issue 55 151 55 151
Net asset value per share (Rand) 10.53 10.63
Condensed Statement of Comprehensive Income
for the year ended 28 February 2018
Total revenue 62 019 53 685
Interest income 4 284 33 040
Dividend income 60 330 15 563
Net fair value gain/(loss) (2 596) 5 083
Total operating expenses (18 456) (8 799)
Finance costs (2) (5)
Taxation (346) (8 706)
Net profit for the year 43 215 36 175
Basic earnings per share (cents) 78.36 65.59
Headline earnings per share (cents) 78.36 65.59
Condensed Statement of Changes in Equity
for the year ended 28 February 2018
Share Retained Total
capital income equity
R'000 R'000 R'000
Balance at 1 March 2016 - Audited 545 852 4 059 549 910
Net profit for the year - 36 175 36 175
Balance at 1 March 2017 - Audited 545 852 40 234 586 086
Net profit for the year - 43 215 43 215
Dividends paid - (48 720) (48 720)
Balance at 28 February 2018 - Reviewed 545 852 34 728 580 580
Condensed Statement of Cash Flows
for the year ended 28 February 2018
Cash flows from operating activities
Cash (used in)/generated from operations (3 079) 39 625
Finance costs (2) (5)
Dividends paid (48 720) -
Tax paid (1 067) (7 069)
Net cash (used in)/generated from operating activities (52 869) 32 551
Cash flows from investing activities
Purchase of property, plant and equipment (454) -
Investment in financial asset (4 705) (501 000)
Net cash (used in) investing activities (5 159) (501 000)
Cash flows from financing activities
Repayment of related-party loan - (587)
Net cash from financing activities - (587)
Total cash movement for the year (58 027) (469 036)
Cash at the beginning of the year 84 756 553 792
Total cash at end of the year 26 729 84 756
Notes to the Condensed Financial Statements
for the year ended 28 February 2018
1. BASIS OF PREPARATION AND ACCOUNTING POLICIES
The reviewed provisional financial results have been prepared in accordance with the framework
concepts and the measurement and recognition requirements of International Financial Reporting
Standards ("IFRS") and interpretations of IFRS, as issued by the International Accounting
Standard Board, the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee, the Financial Pronouncements as issued by Financial Reporting Standards Council, the
JSE Limited Listings Requirements, and the requirements of the South African Companies Act, 71
of 2008, and the presentation and disclosure requirements of IAS 34 Interim Financial Reporting.
The provisional financial results have been prepared on the historic cost basis except that
financial assets and liabilities at fair value through profit and loss are stated at their fair
value. The results are presented in Rand, which is the Company's functional and presentation
The accounting policies applied in the preparation of the annual financial statements from which
the provisional financial statements were derived are in terms of IFRS and are consistent with
the previous annual financial statements.
The condensed provisional financial results have been prepared internally under the supervision
of the Chief Executive Officer, P Lebina CA(SA), and approved by the Board.
The condensed provisional financial results were reviewed by the Company's external auditor,
Deloitte and Touche. A copy of their unmodified review conclusion is available from the Company's
registered office. Any reference to future financial performance included in this announcement,
has not been reviewed or reported on by the external auditor. The auditor's report does not
necessarily report on all the information contained in this announcement. Shareholders are
therefore advised that in order to get a full understanding of the nature of the auditor's
engagement, they should obtain a copy of the auditor's report together with the accompanying
financial information from the Company's registered office.
3. SHARE CAPITAL
6 000 000 000 ordinary no par value shares.
Issued and fully paid
55 151 000 no par value shares, net of share issue cost 545 852 545 852
4. EARNINGS PER SHARE
In the year under review, earnings per share increased 19.5% to 78.4 cents per share compared
to 65.6 cents per share in 2017. There were no potential dilutive shares in issue, or headline
adjustments required, therefore diluted earnings per share and headline earnings per share were
in line with basic earnings per share.
On behalf of the Board
Chief Executive Officer
15 June 2018
Country of incorporation and domicile South Africa
KP Lebina (Chief Executive Officer and Interim Financial Director)
MMN Nieuwoudt (Chief Investment Officer)
KE Mbalo* (Chairman)
L de Wit
* Independent Non-Executive
37 Vineyard Road
Western Cape, 7708
Rand Merchant Bank (A division of FirstRand Bank Limited)
FirstRand Bank Limited
Deloitte & Touche
Computershare Investor Services (Pty) Limited
15 Biermann Avenue, Rosebank
Fusion Corporate Secretarial Services (Pty) Limited
Unit 7, Block C
Southdowns Office Park
Karee Street, Irene
Company registration number
Tax reference number
The financial statements where compiled under Prudence Lebina's supervision.
Date: 15/06/2018 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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