Condensed abridged consolidated financial statements for the year ended 30 June 2015
MAS Real Estate Inc.
Registered in British Virgin Islands
Registration number 1750199
Registered as an external company in the Republic of South Africa
Registration number 2010/000338/10
SEDOL (XLUX): B96VLJ5
SEDOL (JSE): B96TSD2
JSE share code: MSP
ISIN: VGG5884M1041
("MAS" or "the company")
CONDENSED ABRIDGED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015
Highlights
- 16,8% increase in adjusted NAV per share
- 66% growth in rental income
- 858% increase in net profit to €48,5 million
- Proposed final distribution of €6 445 604, or 2,20 euro cents per share*
- Portfolio increased by €227,6 million
- Encouraging progress on developments
- Replenished pipeline
- Historically low financing rates available
*based on the number of shares at year end
COMPANY information
Registered in the British Virgin Islands Company number 1750199
Registered as an external company in South Africa Registration number 2010/000338/10
JSE share code MSP
SEDOL (XLUX) B96VLJ5
SEDOL (JSE) B96TSD2
ISIN VGG5884M1041
Number of shares in issue as at 30 June 2015 291 787 889
Overview
It has been a good year for MAS. Substantial progress has been made on many fronts in the organisation and the results
are testament to the combination of team effort and appropriate strategy. The key financial metrics of the business for
the year are outstanding:
- Adjusted net asset value per share has grown from 103,8 euro cents per share to 121,2 euro cents per share, a gain
of 16,8% - an encouraging achievement on the back of a group still very much in the investment and build-up phase;
- Adjusted core income per share rose to 3,41 euro cents per share, as the benefits of the property acquisitions
began to be felt; and
- The portfolio loan-to-value, excluding treasury, is 4,8%. The low level of gearing leaves the group ready to
benefit from gearing and reinvestment into the replenished pipeline.
Strategy
We remain confident in and committed to our business strategy. Our aim is to achieve a sustainable income distribution
from a diversified Western European commercial property portfolio. To achieve this we focus on our core business
activities of:
- Acquiring well tenanted properties in strong and resilient locations;
- Asset managing the portfolio effectively to maximise the value created by the investments;
- Developing properties sustainably to maximise the income from, and growth in value of the investments; and
- Optimising capital structure of the business to enhance shareholder return, without undue exposure to excessive
risk.
Portfolio development and performance
We analyse our portfolio in four segments, as indicated in the table below:
Segment Detail
Income-generating Property for which the primary objective is extracting income return
property
Development property Property for which the primary objective is development in order to capture an element of increased
income return compared to acquisition of standing income-generating property
Investments Indirect real estate investments
Treasury Cash and liquid real-estate equity portfolio
Portfolio assembly progress (EUR million)
2015 2014
Income-generating property 164,4 39,7
Development property 84,1 25,1
Investments 79,6 35,7
Treasury 47,8 205,8
Income-generating property
The income-generating portfolio has grown by €124,7 million to €164,4 million. To rebalance and diversify the
portfolio, most of the recent income-generating acquisitions have been focused on Germany. There are real attractions
to investing in Germany at the current time: the economic strength of the jurisdiction at the core of Western Europe; a
strong legal system; a stable taxation regime; low corporate default; strong rental income; and the low cost of funding.
Debt rates in Europe are particularly low at present, which we are currently exploiting for our investors.
Development portfolio
New Waverley
The New Waverley development is situated in the heart of Edinburgh's old town. The £150 million regeneration scheme links
Waverley train station with the Royal Mile, re-integrating this historic yet neglected part of the capital into the
heart of the city. Our plans have been both ambitious and uniquely creative. The scheme encompasses a new public
square surrounded by cutting-edge office, retail, residential and leisure offerings.
The construction of the three pre-let hotels with their associated retail and leisure uses are now all well progressed,
with the topping out ceremony for the two Whitbread hotels held in June of this year. The completion of these hotels is
expected in the first half of 2016, and the Adagio hotel in time for Christmas that year. As the construction of the hotels
is now sufficiently advanced to permit a reliable valuation, it is pleasing to see the uplift of €11,2 million in the value
of the hotels, net of fees due to the developer. We expect further increases in value as these are completed, and as further
elements of the scheme are progressed.
North Street Quarter
The North Street Quarter development, in Lewes, East Sussex, is also progressing well. Our planning application was submitted
shortly before year-end, and the planning decision is expected within the next financial year. Our scheme offers substantial
benefits for the local community and sympathises with its unique and delicate setting in the South Downs National Park.
The sensitive location of the site, however, does mean that the planning process is more complicated than is typically the case.
This is the reason for the relatively long period of time taken from acquisition of the property to submission of
a planning application.
Langley Park
We also recently expanded our UK development portfolio with the acquisition of a 19 hectare industrial warehousing and
office park in Chippenham, for €40,3 million. Known as Langley Park, the property, located close to the town centre
and adjacent to the railway station, offers 75 000sqm of office and industrial space, and is a significant development
opportunity for the group. We expect to submit a planning application for up to 400 residential units in 2016, whilst
keeping the commercial elements with substantial tenants such as Siemens.
Investments
The investment portfolio has continued to perform strongly, driven by net gains in the value of the Karoo Fund of €20,8
million. This fund is being wound up in January 2016, and we expect to receive redemptions throughout the next six
months, whereafter the fund will terminate. The proceeds received will be invested into our investment property
portfolio pipeline.
During the year, €10,2 million was invested in acquiring a 4,2% direct stake in Sirius Real Estate Limited ("Sirius"),
where we already have an indirect exposure through the Karoo Fund. The investment in Sirius has performed well,
increasing in value by some 11,2% since acquisition. Sirius is an owner and leading operator of mixed-use,
multi-tenanted, branded business parks throughout Germany. Gains totalling €1,1 million have been recognised in profit
in the current year.
Treasury
Due to the low-interest rate environment, the group invested €30,0 million in a portfolio of European real estate equities
in order to achieve both exposure to European real estate returns, and to enhance the returns achievable on cash. This
portfolio has also performed well, with a gain of €4,3 million recognised in profit. In June 2015, the decision
was taken to liquidate the portfolio in anticipation of further imminent acquisitions and against a backdrop of increasing
stock market volatility.
Market and pipeline
Undoubtedly the market has recovered further over the period. Competition has increased with significant capital sums
seeking exposure to the markets that we target. Accordingly, careful consideration is required when acquisitions are
made to not overpay for assets. Indeed, we are extremely diligent in this regard, but opportunities nonetheless remain
for those with appropriate relationships and a proven track record of delivery on acquisitions. The pipeline is once
again full of value-enhancing transactions across Germany and the UK.
Key business initiatives for the next year
Our primary focus for the next year is to build on the strength of the investment portfolio. The acquisition pipeline
is strong, and the development portfolio is progressing well. The gearing of the portfolio will also provide some of
the funding required to optimise returns generated for stakeholders.
Operationally, the implementation of a new integrated property management and accounting information system should
streamline our operations at a time of a growing portfolio. For our team, several initiatives are being implemented to
ensure that we continue to attract, motivate and retain the best talent.
Presentation of financial statements
The condensed interim consolidated financial statements of the company and its subsidiaries (together referred to as the "group")
have been restated as a result of the decision to early adopt 'IFRS 9: Financial Instruments' in the current year (see note 3).
Outlook
The group's performance underlines the success of our actions in implementing our strategy. The investment portfolio is
now of meaningful size and quality, and puts us in a strong position in the context of further investment. We remain
vigilant towards movements in our investment markets, and we will continue to allocate capital in the markets and
sectors that demonstrate strong fundamentals. This gives us confidence that we are well positioned for continued
performance in the years ahead.
Distribution
The directors are pleased to propose a final distribution to shareholders of €6 445 604, or 2,20 euro cents per share
based upon the number of shares at year-end. Details of the distribution will follow in due course.
Reporting currency
The group's results are reported in euros.
Listings
MAS is listed on the Euro MTF Market of the Luxembourg Stock Exchange and on the Main Board of the Johannesburg Stock Exchange.
Assurance
This abridged report is extracted from audited information, but is not itself audited. The directors take full responsibility
for the preparation of the abridged report and for ensuring that the financial information has been correctly extracted from
the underlying audited annual financial statements. The auditors, KPMG Audit LLC, have issued their unmodified opinion on the annual
financial statements for the year ended 30 June 2015 and a copy of the audit opinion, together with the underlying audited annual
financial statements are available for inspection at the company's registered office.
Directors and changes thereto
Ron Spencer (non-executive chairman)
Lukas Nakos (chief executive officer)
Malcolm Levy (chief financial officer)
Jonathan Knight (chief investment officer) - appointed 12 August 2014
Gideon Oosthuizen (non-executive)
Pierre Goosen (non-executive) - appointed 12 August 2014
Morn'e Wilken (non-executive) - appointed 12 August 2014
Jaco Jansen (non-executive)
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Sixteen month
period ended
Year ended 30 June 2014
Euro Note 30 June 2015 Restated*
Revenue
Rental income 4 8 733 519 5 247 429
Service charge 4 589 637 -
Expenses
Portfolio related expenses (2 036 856) (665 096)
Investment advisor fees (1 249 295) (2 410 812)
Administrative expenses 5 (2 423 870) (884 564)
Net operating income 3 613 135 1 286 957
Fair value adjustments 6 27 877 364 707 528
Disposal of investment property 6 - 1 008 336
Exchange differences 7 17 660 295 3 931 722
Equity accounted earnings - 1 479
Profit before net finance costs 49 150 794 6 936 022
Finance income 8 4 676 199 348
Finance costs 8 (581 374) (876 699)
Profit before taxation 48 574 096 6 258 671
Taxation 9 (99 188) (1 198 435)
Profit for the year/period 48 474 908 5 060 236
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Foreign operations – foreign currency translation difference 6 575 768 156 323
Total comprehensive income for the year/period 55 050 676 5 216 559
Earnings per share (euro cents) 20 16,87 2,76
Diluted earnings per share (euro cents) 20 16,87 2,76
The notes 1 to 22 form part of these condensed abridged consolidated financial statements.
* See note 21
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As a
As at 30 June 2014 28 February 2013
Euro Note 30 June 2015 Restated* Restated*
Non-current assets
Goodwill 10 29 351 139 1 371 537 -
Investment property 11 248 538 806 64 751 842 57 012 693
Investments 12 12 346 864 35 743 617 -
Investment in associate - - 1 055 174
Loan to associate - - 2 433 270
Property, plant and equipment 15 136 - 47 577
Deferred taxation asset 9 737 015 52 886 -
Total non-current assets 290 988 960 101 919 882 60 548 714
Current assets
Investments 12 67 221 894 - -
Short-term loans receivable - - 256 885
Trade and other receivables 4 527 803 2 270 221 753 610
Treasury investments 13 2 604 979 - -
Cash and cash equivalents 45 111 775 205 800 188 24 708 091
Total current assets 119 466 451 208 070 409 25 718 586
Total assets 410 455 411 309 990 291 86 267 300
Equity
Share capital 14 305 671 992 289 978 080 67 423 236
Retained earnings/(loss) 40 269 910 (1 276 580) (3 674 324)
Foreign currency translation reserve 15 7 198 696 622 928 466 605
Shareholder equity 353 140 598 289 324 428 64 215 517
Non-current liabilities
Interest bearing borrowings 16 14 779 769 14 340 752 17 465 162
Financial instruments 17 6 545 482 2 104 606 2 522 790
Deferred taxation liability 9 1 143 646 926 285 -
Total non-current liabilities 22 468 897 17 371 643 19 987 952
Current liabilities
Interest bearing borrowings 16 968 120 1 757 425 491 460
Financial instruments 17 26 378 571 - -
Trade and other payables 4 795 360 1 536 795 1 572 371
Deferred consideration 2 703 865 - -
Total current liabilities 34 845 916 3 294 220 2 063 831
Total liabilities 57 314 813 20 665 863 22 051 783
Total shareholder equity and liabilities 410 455 411 309 990 291 86 267 300
Actual number of ordinary shares in issue 291 787 889 279 483 999 66 238 363
Net asset value per share (euro cents) 121,0 103,5 96,9
Adjusted net asset value per share (euro cents)# 121,2 103,8 96,9
*See note 21
# Net assets have been adjusted for deferred taxation
The notes 1 to 22 form part of these condensed abridged consolidated financial statements.
These condensed abridged consolidated financial statements were approved by the board of directors
on 10 September 2015 and signed on their behalf by:
Ron Spencer Lukas Nakos
Chairman Chief Executive Officer
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Sixteen
month period
ended
Year ended 30 June 2014
Euro Note 30 June 2015 Restated*
Operating activities
Profit for the year/period 48 474 908 5 060 236
Adjustments for:
Depreciation 5 18 884 14 941
Fair value adjustments 6 (27 877 364) (707 528)
Exchange differences 7 (17 660 295) (3 931 722)
Finance income 8 (4 676) (199 348)
Finance costs 8 581 374 876 699
Share of earnings in associate - (1 479)
Gain on disposal of investment property - (1 008 336)
Taxation expense 9 99 188 1 198 435
Changes in:
Trade and other receivables (2 257 582) (1 516 611)
Trade and other payables 3 258 565 (35 576)
Cash generated from/(used in) operating activities 4 633 002 (250 289)
Taxation paid 9 (371 447) (325 036)
Net cash from/(used in) operating activities 4 261 555 (575 325)
Investing activities
Acquisitions of investment property and capitalised development costs 11 (162 632 461) (4 424 841)
Acquisition of subsidiary net of cash acquired 10 (12 500 000) (2 015 573)
Acquisition of investments 12 (10 178 432) -
Acquisition of treasury investments 13 (30 000 000) -
Proceeds from the sale of investment property - 10 148 032
Proceeds from the sale of investments 12 20 214 050 -
Proceeds from the sale of treasury investments 13 31 696 715 -
Repayment of short term loans - (256 885)
Interest received 8 4 676 112 953
Cash (used in)/from investing activities (163 395 452) 3 563 686
Financing activities
Proceeds from the issue of share capital 14 - 180 391 564
Proceeds from borrowings - 440 718
Repayment of borrowings (1 789 650) (2 578 100)
Interest paid 8 (581 374) (876 699)
Distributions paid (3 721 477) (167 909)
Cash (used in)/generated from financing activities (6 092 501) 177 209 574
Net (decrease)/increase in cash and cash equivalents (165 226 398) 180 197 935
Cash and cash equivalents at the beginning of the year/period 205 800 188 24 708 091
Effect of movements in exchange rate fluctuations 4 537 985 894 162
Cash and cash equivalents at the end of the year/period 45 111 775 205 800 188
The notes 1 to 22 form part of these condensed abridged consolidated financial statements.
* See note 21
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Foreign
Retained (loss)/ currency
earnings translation
Euro Note Share capital Restated* reserve Total
Balance at 1 March 2012 42 154 015 (1 295 506) 683 935 41 542 444
Comprehensive income for the year
Loss for the year - (886 893) - (886 893)
Other comprehensive loss - - (217 330) (217 330)
Total comprehensive loss for the year - (886 893) (217 330) (1 104 223)
Transactions with the owners of the group
Issue of shares 25 269 221 - - 25 269 221
Distributions (1 491 925) - (1 491 925)
Total transactions with the owners of the group 25 269 221 (1 491 925) - 23 777 296
Balance at 28 February 2013 67 423 236 (3 674 324) 466 605 64 215 517
Comprehensive income for the period
Profit for the period - 5 060 236 - 5 060 236
Other comprehensive income - - 156 323 156 323
Total comprehensive income for the period - 5 060 236 156 323 5 216 559
Transactions with the owners of the group
Issue of shares 14 222 554 844 - - 222 554 844
Distributions - (2 662 492) - (2 662 492)
Total transactions with the owners of the group 222 554 844 (2 662 492) - 219 892 352
Balance at 30 June 2014 289 978 080 (1 276 580) 622 928 289 324 428
Comprehensive income for the year
Profit for the year - 48 474 908 - 48 474 908
Other comprehensive income - - 6 575 768 6 575 768
Total comprehensive income for the year - 48 474 908 6 575 768 55 050 676
Transactions with the owners of the group
Issue of shares 14 15 693 912 - - 15 693 912
Distributions - (6 928 418) - (6 928 418)
Total transactions with the owners of the group 15 693 912 (6 928 418) - 8 765 494
Balance at 30 June 2015 305 671 992 40 269 910 7 198 696 353 140 598
The notes 1 to 22 form part of these condensed abridged consolidated financial statements.
* See note 21
NOTES TO THE CONDENSED ABRIDGED CONSOLIDATED FINANCIAL STATEMENTS
1. Reporting entity
MAS Real Estate Inc. (the "company") is domiciled in the British Virgin Islands. These condensed abridged consolidated
financial statements as at and for the year ended 30 June 2015 comprise the company and its subsidiaries (together
referred to as the "group" or "MAS" and individually as "group entities").
MAS is a real estate investment group with a portfolio of commercial properties in Western Europe. The group aims to
provide investors with an attractive, sustainable euro-based distribution and growth in value over time through its
acquisition, development and asset management strategy. The current investment focus of the group is on Germany,
Switzerland and the UK.
2. Basis of preparation
Statement of compliance
These condensed abridged consolidated financial statements have been prepared in accordance with the measurement and
recognition requirements of International Financial Reporting Standard IAS 34: Interim Financial Reporting, the
Johannesburg Stock Exchange ("JSE") Listings Requirements, the Luxembourg Stock Exchange ("LuxSE") rules and regulations
and applicable legal and regulatory requirements of the BVI Business Companies Act 2004.
In the prior reporting period the group prepared consolidated financial statements in accordance with International
Financial Reporting Standards as adopted by the EU. However, as a result of the company transferring its listing to the
Main Board of the JSE, the group has prepared these condensed abridged coconsolidated financial statements in accordance
with International Financial Reporting Standards adopted by the IASB ("IFRS").
In accordance with IFRS 1 the group's accounting policies were assessed and it was concluded the change to IFRS did not
materially affect the accounting policies or the manner in which the financial statements are prepared or presented, as
such there have been no adjustment to prior reported figures as a result of this change. In accordance with IFRS 1 this
has been explained further in note 22.
In accordance with JSE Listings Requirement 8.62 (d) the company's own financial statements have not been disclosed as
they do not contain significant additional information that is not included in these condensed abridged consolidated
financial statements.
3. Significant accounting policies
The accounting policies applied in the preparation of these condensed abridged consolidated financial statements are
consistent with those applied in the preparation of the consolidated financial statements for the sixteen months period
ended 30 June 2014, except for the changes in accounting policies detailed below and as noted above in respect of IFRS
Change in accounting policy
The group has applied IFRS 9 (2013) ("IFRS 9") in the current and prior reporting period. Although this standard is
effective for annual periods beginning on or after 1 January 2018, the group has early adopted the standard as at 1 July
2014. The standard includes the following categories for the classification and measurement of financial assets:
* Financial assets at amortised cost: Financial assets held within a business model whose objective is to hold
assets in order to collect contractual cash flows that are solely payments of principal and interest on the
principal amount outstanding.
* Financial assets at fair value through other comprehensive income: Financial assets include investments in equity
instruments that are not held for trading and where the fair value is option is elected.
* Financial assets at fair value through profit or loss ("FVTPL"): Financial assets acquired for realising capital
gains from fluctuations in market prices.
The impact of the early adoption of IFRS 9 has been summarised in note 21.
New and amended standards and interpretations not yet adopted
Below is a summary of amendments/improvements to standards and interpretations that are not yet effective and were not
early adopted:
Amendments/improvements to standards and interpretations not yet effective IASB effective for annual
periods beginning on or
after
IFRS 14 Regulatory Deferral Accounts 1 January 2016
Accounting for Acquisitions of Interests in Joint Operations – Amendments to IFRS 11 1 January 2016
Clarification of Acceptable Methods of Depreciation and Amortisation – Amendments to IAS 16 and IAS 38. 1 January 2016
Equity Method in Separate Financial Statements – Amendments to IAS 27 1 January 2016
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 1 January 2016
and IAS 28
Annual Improvements to IFRSs – 2012-2014 Cycle 1 January 2016
Investment entities: Applying the Consolidation Exception – Amendments to IFRS 10, IFRS 12 and IAS 28 1 January 2016
Disclosure Initiative – Amendments to IAS 1 1 January 2016
IFRS 15 revenue from contracts with customers 1 January 2018
Agriculture: Bearer Plants – Amendments to IAS 16 and IAS 41 1 January 2016
The directors have not yet assessed the impact of adopting these standards and interpretations.
The following accounting policies are those which have been changed from the accounting policies applied in the
consolidated financial statements for the sixteen months period ended 30 June 2014.
Financial instruments
i. Financial assets
The group classifies its financial assets in to the following categories: financial assets at amortised cost and
financial assets at fair value. Financial assets are recognised when the group becomes party to the contractual
provisions of the asset.
Financial assets at amortised cost
Financial assets are classified as financial assets at amortised cost only if both of the following criteria are met:
the financial asset is held within a business model whose objective is to hold assets in order to collect contractual
cash flows; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding. Interest is the consideration for the time value
of money and credit risk associated with the principal amount outstanding.
The group may classify financial assets that meet the criteria to be classified as financial assets at amortised cost as
financial assets at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or
recognition inconsistency that would arise if the financial asset were measured at amortised cost.
Financial assets classified as financial assets at amortised cost are recognised initially at fair value plus any
directly attributable transaction costs at the settlement date. Subsequent to initial recognition, these financial
assets are measured at amortised cost using the effective interest method, less any impairment losses.
Financial assets classified as financial assets at amortised cost comprise: Trade and other receivables and cash and
cash equivalents.
Financial assets at fair value
A financial asset is classified as fair value if it does not meet either criteria for classification of a financial
asset at amortised cost. The group initially recognises these financial assets at trade date, and attributable
transaction costs are recognised in profit or loss as incurred. Financial assets at fair value through profit or loss
are subsequently measured at fair value, and changes therein are recognised in profit or loss in the period in which
they occur.
The group may irrecoverably elect on initial recognition to present changes in the fair value of an individual financial
asset in other comprehensive income. The group only makes this election if the financial asset is an equity instrument
that is not held for trading.
For equity investments for which the election is made, gains and losses recognised in other comprehensive income are not
transferred to profit or loss on disposal. These gains and losses are reclassified to retained earnings.
Financial assets classified as fair value comprise equity and fund investments within the group's Investment and
Treasury Investment.
Derecognition of financial assets
The group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it
transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which
substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred
financial assets that is created or retained by the group is recognised as a separate asset or liability.
ii. Financial liabilities
The group classifies its financial liabilities in to the following categories: financial liabilities at amortised cost
and financial liabilities at fair value. Financial liabilities are recognised when the group becomes party to the
contractual provisions of the liability.
Financial liabilities at amortised cost
All financial liabilities are classified as financial liabilities at amortised cost unless they meet the criteria for
classification as financial liabilities at fair value.
These financial liabilities are initially recognised at fair value plus any directly attributable transactions costs at
the settlement date. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using
the effective interest method, less any impairment losses.
Financial liabilities classified as financial liabilities at amortised cost comprise: interest bearing borrowings and
trade and other payables.
Financial liabilities at fair value
Financial liabilities are classified as financial liabilities at fair value if they are: financial liabilities that are
held for trading; derivative financial instruments; financial liabilities designated as fair value; financial
liabilities that arise when a transfer of a financial liability does not qualify for derecognition or when the
continuing involvement applies; financial guarantees; and commitments to provide loans at a below-market interest rate.
The group may elect to designate financial liabilities as fair value financial liabilities that would otherwise meet the
criteria to be classified as a financial liability at amortised cost, if doing so eliminates or significantly reduces a
measurement or recognition inconsistency that would arise if the financial liability were measured at amortised cost.
The group initially recognises financial liabilities at fair value at trade date, and attributable transaction costs are
recognised in profit or loss as incurred. Financial liabilities at fair value through profit or loss are subsequently
measured at fair value, and changes therein are recognised in profit or loss in the period in which they
occur.
Financial liabilities classified as financial liabilities at fair value comprise: derivative financial instruments
included in financial liabilities.
Derecognition of financial liabilities
The group derecognises a financial liability when the contractual obligations of the liability expire, i.e. when the
obligation specified in the contract is discharged or cancelled or expires.
iii. Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any taxation effects.
iv. Impairment
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine
whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates
that an incurred loss event has occurred after the initial recognition of the asset, and that the loss event had a
negative effect on the estimated future cash flows of that asset which can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between
its carrying amount and the present value of the estimated future cash flows discounted at the asset's original
effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against loans and
receivables. Interest on the impaired asset continues to be recognised to the extent that it is probable that the
interest will be collected. When a subsequent event (e.g. repayment by a debtor) causes the amount of impairment loss to
decrease, the decrease in impairment loss is reversed through profit or loss.
Finance income and finance costs
The group's finance income and costs include the following;
- Interest income
- Interest expense
Interest income or expense is recognised using the effective interest rate method.
4. Revenue
Sixteen month
Year ended period ended
Euro 30 June 2015 30 June 2014
Rental income 8 733 519 5 247 429
Service charge 589 637 -
9 323 156 5 247 429
Revenue derived from the following tenants represents more than 10% of the group's revenue and is included within the
income-generating property segment of the group:
Year ended Sixteen month period ended
Euro 30 June 2015 30 June 2014
Toom Baumarket Gmbh 1 650 000 -
Die Bauhaus AG 1 374 824 -
DPD Schweiz AG 1 180 220 1 433 181
Howdens Group Limited 868 673 1 042 733
Aldi 576 332 914 427
5 650 049 3 390 341
The future aggregate minimum rental receivable under non-cancellable operating leases is as follows:
As at As at
Euro 30 June 15 30 June 14
No later than 1 year 13 327 092 3 006 044
Greater than 1 year and less than 5 years 62 612 949 20 819 926
Greater than 5 years 121 736 011 66 031 830
197 676 052 89 857 800
5. Administrative expenses
Year ended Sixteen month period ended
Euro 30 June 2015 30 June 2014
Employee benefits (872 799) -
Legal and professional expenses (737 135) (57 593)
Listing expenses (220 090) (148 712)
Corporate advisers (117 457) (54 970)
JSE (35 299) (37 185)
Transfer secretaries (51 242) (35 474)
Bourse de Luxembourg (9 950) (16 892)
Other (6 142) (4 191)
Office costs (132 250) -
Directors' fees (127 117) (179 578)
Audit and accounting fees (108 966) (275 674)
Company administration expenses (97 820) (12 997)
General expenses (77 006) (79 085)
Company secretarial expenses (31 803) (130 925)
Depreciation (18 884) -
(2 423 870) (884 564)
Legal and professional expenses include fees paid to Corona Real Estate Partners Limited of €331 228 (2014: nil), a
related party (see note 19); and fees incurred by MAS Property Advis Notors Limited of €280 621 (2014: nil).
6. Fair value adjustments and disposal of investment property
Sixteen month
period ended
Euro Year ended 30 June 2014
30 June 2015 Restated*
Fair value adjustments
Gain on fair value of investments 46 786 228 1 186 890
Gain on fair value of treasury investments 4 301 694 -
Gain/(loss) on fair value of investment property 5 718 442 (623 630)
(Loss)/gain on fair value of financial instruments (28 929 000) 144 268
27 877 364 707 528
Disposal of investment property
Gain on disposal of investment property - 1 008 336
- 1 008 336
Summarised as follows:
Fair value of investments
Karoo Fund 12 45 651 311 1 186 890
Sirius Real Estate Limited ("Sirius") 12 1 134 917 -
46 786 228 1 186 890
Fair value of treasury investments
Treasury investments 13 4 301 694 -
4 301 694 -
Fair value of investment property
United Kingdom 11 11 837 028 (729 799)
Germany 11 (5 502 304) 310 000
Switzerland 11 (616 282) (203 831)
5 718 442 (623 630)
Fair value of financial instruments
Interest rate swap - Petrusse Capital S.a.r.l. 17 (305 024) 91 483
Interest rate swap - Inventive Capital S.a.r.l. 17 (7 464) 52 785
Attacq Limited financial liability 17 (24 896 101) -
Development management fee 17 (1 488 165) -
Priority participating profit dividend 17 (2 232 246) -
(28 929 000) 144 268
Disposal of investment property
United Kingdom 11 - 821 976
Germany 11 - 186 360
- 1 008 336
*The group has early adopted IFRS 9, with retrospective application. These figures have therefore been restated.
The impact of adopting IFRS 9 on the group's primary statements has been summarised in note 21.
7. Exchange differences
Exchange gains and losses arise from the revaluation of the monetary assets and liabilities. It is not the policy of the
group to hedge currencies held between euro, sterling and Swiss franc. As a result, exchange differences arise
predominantly from the intra-group funding of foreign operations (see note 19). In the current year, this totalled a
gain of €17 660 295 (2014: €3 931 722).
8. Finance income and finance costs
Sixteen month
period ended
Year ended 30 30 June 2014
Euro June 2015 Restated*
Finance income
Interest earned on bank deposits at amortised cost 4 676 86 395
Interest earned on loans at amortised cost - 112 953
4 676 199 348
Finance costs
Interest paid on bank debt at amortised cost (581 374) (876 699)
(581 374) (876 699)
*The group has early adopted IFRS 9, with retrospective application. These figures have therefore been restated. The
impact of adopting IFRS 9 on the group's primary statements has been summarised in note 21.
9. Taxation
The company, which is domiciled in the British Virgin Islands, is not subject to tax in that jurisdiction. Operating
subsidiaries of the group, however, are exposed to taxation in the jurisdictions in which they operate and, potentially,
in the jurisdictions through which the SPV investment companies are held.
In the UK, the group provides for taxation in the investment SPV's at the rate of 20% of taxable profits, being net
rentals less allowable property expenses and interest. In the current year, UK normal taxation of €241 594 (2014: €287
815) has been provided for.
In Switzerland, the group is liable to cantonal and federal taxes, in addition to a wealth tax. The effective income
tax rate for income from the Swiss portfolio is 20,673%, with wealth tax charged at a rate of 0,1695% of net assets.
For the period under review the Swiss portfolio was in a taxable loss position as a result of capital allowances on the
property, and hence no income tax is payable. A wealth tax payable of €10 652 (2014: €8 951) has been accrued.
In Germany, the group is taxed on net rental income, with an effective corporate income tax and solidarity tax rate of
15,825%. For the year under review the German portfolio corporation income tax payable of €119 201 (2014: €28 270) has
been accrued.
Corporate taxation charge and deferred taxation
Year ended Sixteen month period ended
Euro 30 June 2015 30 June 2014
Current year taxation (371 447) (325 036)
Deferred taxation income/(expense) 272 259 (873 399)
Taxation expense (99 188) (1 198 435)
Reconciliation of deferred taxation:
Deferred taxation brought forward 873 399 -
Current year deferred taxation (272 259) 873 399
Foreign exchange movement in OCI (194 509) -
Deferred taxation liability carried forward 406 631 873 399
The deferred taxation liability results from the following types of differences:
As at As at
Euro 30 June 2015 30 June 2014
Deferred taxation on temporary differences between accounting and fiscal value of investment property 737 015 52 886
Deferred taxation asset 737 015 52 886
Deferred taxation on temporary differences between accounting and fiscal value of investment property 1 143 646 926 285
Deferred taxation liability 1 143 646 926 285
Net deferred taxation liability 406 631 873 399
Reconciliation of effective taxation rate
Sixteen month
Year ended period ended
Euro 30 June 2015 30 June 2014
Profit before taxation 48 574 096 6 258 671
Taxation using the company's domestic rate 0,00% - 0.00% -
Effect of taxation rates in foreign jurisdictions (0,76%) (371 447) (5,19%) (325 036)
Change in recognised deductible temporary differences
Revaluation of investment property 2,14% 1 040 682 (3,03%) (189 471)
Change in taxation base (1,58%) (768 423) (10,93%) (683 928)
(0,20%) (99 188) (19,15%) (1 198 435)
10. Goodwill
The group's goodwill comprises:
Euro As at As at
30 June 2015 30 June 2014
New Waverley 10 Limited (previously Artisan Investment Projects 10 Limited) 1 582 184 1 371 537
MAS Property Advisors Limited 27 768 955 -
29 351 139 1 371 537
Reconciliation of the group's carrying amount of goodwill:
Sixteen month
Year ended period ended
30 June 2015 30 June 2014
Euro MAS Property New Waverley 10 Total New Waverley 10
Advisors Limited Limited Limited
Cost
Opening balance - 1 371 537 1 371 537 -
Acquisition of subsidiary 24 970 329 - 24 970 329 1 371 537
Foreign exchange movement in OCI 2 798 626 210 647 3 009 273 -
Closing balance 27 768 955 1 582 184 29 351 139 1 371 537
Accumulated impairment losses
Opening balance - - - -
Acquisition of subsidiary - - - -
Foreign exchange movement in OCI - - - -
Closing balance - - - -
Carrying amount 27 768 955 1 582 184 29 351 139 1 371 537
Acquisition of subsidiary
On 15 October 2014 the group internalised the investment adviser by acquiring 100% of the share capital and voting
rights of MAS Property Advisors Limited.
The group acquired the investment advisor due to identified cost reductions as a result of incurring the operating
cost of the investment advisory services instead of a net asset based investment advisory fee. From the date of
acquisition to 30 June 2015 the group has had a reduction of €4 888 667 in relation to investment adviser fees which
would have been charged under the investment advisor agreement and incurred additional costs of €1 828 418 in the normal
course of operations.
In the prior period on 19 August 2013 the group acquired a 62,5% interest in New Waverley 10 Limited, the remaining
shares not owned by the group. The acquisition was treated as a step-acquisition, the group's pre-exiting carrying
amount of New Waverley 10 Limited was determined to be the fair value. Accordingly no gain or loss was recognised as a
result of the step-acquisition.
Consideration transferred:
2015 2014
MAS Property Advisors Limited New Waverley 10 Limited
Sterling Euro Sterling Euro
Cash 9 889 006 12 500 000 1 920 000 2 250 087
Equity instruments* 9 889 006 12 500 000 4 666 667 5 468 965
19 778 012 25 000 000 6 586 667 7 719 052
*The group issued 9 751 326 ordinary shares (2014: 5 111 182) (see note 14).
The board of MAS (BVI) Holdings Limited was advised as to the reasonableness of the acquisition of the investment
advisor by Java Capital.
The fair value of the ordinary shares issued was based on the listed share price of the company at 16 October 2014 of
€1,28 per share (ZAR equivalent R19,95 per share) (2014: €1,07 per share (share (ZAR equivalent R15,81 per share)).
The group incurred acquisition-related costs of €59 788 (2014: nil) on legal and due diligence fees. These costs have
been included in the profit or loss within administrative expenses.
The following table summarises the fair value of assets and liabilities that were acquired at the date of acquisition:
2015 2014
MAS Property Advisors Limited New Waverley 10 Limited
Sterling Euro Sterling Euro
Property, plant and equipment 23 473 29 671 - -
Investment property - - 9 191 005 10 679 948
Trade receivables - - 91 894 106 781
Cash and cash equivalents - - 201 819 234 514
Interest bearing borrowings - - (7 055 920) (8 198 979)
Foreign currency translation reserve - - 1 434 1 666
23 473 29 671 2 430 232 2 823 930
There were no differences between the carrying amounts and the fair values of the assets and liabilities.
The group's pre-existing investment advisory contractual relationship with MAS Property Advisors Limited was determined
to have been at market value and settled on acquisition. Accordingly, the carrying amounts of net assets acquired were
determined to be the identifiable net asset at fair value.
The goodwill arising on acquisitions has been recognised as follows:
2015 2014
MAS Property Advisors Limited New Waverley 10 Limited
Sterling Euro Sterling Euro
Consideration transferred 19 778 012 25 000 000 6 586 667 7 719 052
Fair value of identifiable net assets (23 473) (29 671) (2 430 232) (2 823 930)
Additional debt acquired - - (3 941 686) (4 580 239)
Movement in foreign currency translation reserve - - - (1 695)
Fair value of pre-existing interest in New Waverley 10 Limited - - 910 799 1 058 349
19 754 539 24 970 329 1 125 548 1 371 537
The goodwill arising on the acquisition of MAS Property Advisors Limited has been allocated to MAS Property Advisors
Limited as a single cash generating unit and represents the future discounted cost savings to the group. The goodwill
arising on New Waverley 10 Limited was allocated to the New Waverley development and represents a portion of the
estimated future value above that of the current carrying amount of the New Waverley development.
Impairment
New Waverley 10 Limited
No impairment charge arose as a result of the group's annual impairment test of goodwill in relation to New Waverley 10
Limited (2014: nil).
The recoverable amount of the New Waverley 10 Limited CGU has been determined based on the New Waverley development
appraisal by the group's external quantity surveyors, Gleeds, adjusted for: a total development management fee payable
to New Waverley Advisors Limited; a total profit participation payable to New Waverley Holdings Limited; the fair value
adjustment recognised by the group in respect of the pre-let hotels at the New Waverley development; and the development
management fee and profit participation financial liability already recognised by the group.
Management has determined that a reasonably possible change to the key assumptions would not result in an impairment.
MAS Property Advisors Limited
No impairment charge arose as a result of the group's annual impairment test of goodwill in relation to MAS Property
Advisors Limited.
The recoverable amount of the MAS Property Advisors Limited CGU was based on the value in use, as determined using a
discounted cash flow. The cash flow was forecast for a period of 9 years, which is the remaining term of the investment
advisory agreement. Budgeted EBITDA was based on expectations of future outcomes taking into account past experience
adjusted for anticipated net asset growth of the group and increases in operating expense.
The following key assumptions were used in the impairment assessment:
Inputs
Pre-tax discount rate 7,51%
Annual increase in revenue 5,00-6,00%
Annual increase in operating expenses 5,00%
Budgeted period 9 years
No cash flows have been assumed beyond the budgeted period, and accordingly no growth is assumed beyond the forecast
period. Management has determined that a reasonably possible change to the key assumptions would not result in an
impairment.
11. Investment property
The group's investment property comprises income-generating property and development property:
As at As at
Euro 30 June 2015 30 June 2014
Income-generating property 164 390 519 39 650 572
Development property 84 148 287 25 101 270
248 538 806 64 751 842
The group's investment property is measured at fair value. The group holds three classes of investment property: Retail;
Industrial; and mixed use developments under construction ("Mixed use") in three jurisdictions (UK, Germany and
Switzerland).
As at 30 June 2015 UK Germany Switzerland
Euro Mixed use Industrial Retail Retail Industrial Total
Opening balance 25 101 270 8 359 590 4 866 030 7 900 000 18 524 952 64 751 842
Property acquisitions 16 262 250 24 821 334 - 90 488 931 - 131 572 515
Capitalised expenditure 22 194 819 - - - 183 723 22 378 542
Capitalised acquisition costs - 1 441 896 - 7 239 508 - 8 681 404
Capitalised retentions - - - 2 703 865 - 2 703 865
Fair value adjustment 14 881 638 (523 880) (2 520 730) (5 502 304) (616 282) 5 718 442
Foreign exchange movement in OCI 5 708 310 3 503 536 466 100 - 3 054 250 12 732 196
Closing balance 84 148 287 37 602 476 2 811 400 102 830 000 21 146 643 248 538 806
As at 30 June 2014 UK Germany Switzerland
Euro Mixed use Industrial Retail Residential Retail Industrial Total
Opening balance 8 474 979 7 531 550 5 445 890 7 183 940 9 750 000 18 626 334 57 012 693
Business combinations 9 808 953 - - - - - 9 808 953
Capitalised expenditure 4 424 841 - - - - - 4 424 841
Disposals - - - (7 183 940) (2 160 000) (9 343 940)
Fair value adjustment - 232 761 (962 560) - 310 000 (203 831) (623 630)
Foreign exchange movement in OCI 2 392 497 595 279 382 700 - - 102 449 3 472 925
Closing balance 25 101 270 8 359 590 4 866 030 - 7 900 000 18 524 952 64 751 842
Changes in fair values are recognised as gains and losses in fair value adjustments in the profit or loss. There are no
realised gains in the current year (2014: €1 008 336).
Investment properties are subject to operating leases. The group's investment property portfolio generated €8 733 519
(2014: €5 247 429) in rental income and €589 637 (2014: nil) in service charge income with portfolio related expenses of
€2 036 856 (2014: €665 096) recognised in profit or loss.
Bank borrowings of €15 747 889 (2014: €16 098 177) are secured on investment property (see note 16).
The group has capital commitments of €44 045 990 in respect of capital expenditures contracted for at the reporting
date.
New Waverley 10 Limited has a development management agreement with New Waverley Advisors Limited, a related party, for
the development and construction of the New Waverley site in Edinburgh. This development management agreement includes
development management fees, together with a profit participation on the 'B shares'. The group has provided for the fees
proportionate to the fair value adjustment in the New Waverley development, see notes 17 and 19.
The group has capitalised costs incurred from related parties amounting to €19 958 467 (2014: €2 807 115) during the
year (see note 19).
On the acquisition of the Heppenheim and Bruchsal investment properties, the group retained a portion of the purchase
price per the respective Sale and Purchase Agreements ("SPA"). These retentions will be released to the vendor at such
time when they complete the retention activities. These amounts have been accounted for as deferred consideration. The
Heppenheim and Bruchsal properties are classified within Germany, Retail.
Measurement of fair values
Valuation process for level 3 investment property
On an annual basis the fair value of investment property is determined by external, independent property valuers, who
have appropriate recognised professional qualifications and recent experience in the location and category of the
property being valued. For details of the respective valuers used refer to end of report.
For all investment properties their current use equates to the highest and best use. The external valuations received
are initially reviewed by the relevant internal asset manager and compared to the expectation of what fair value would
be for individual investment properties. If the asset manager is in agreement with the valuation, the valuation reports
are then checked by the finance team to confirm their numerical and methodological accuracy. Lastly, the investment
property valuation is reviewed by the Audit Committee.
Development properties where fair value cannot be reliably determined, but for which the group expects the fair value
will be reliably determinable as construction progresses, are measured at cost less impairment until the fair value
becomes reliably determinable, as cost less impairment is considered the best estimate of fair value.
Fair value hierarchy
The fair value measurement of all the group's investment properties has been categorised as level 3 in the fair value
hierarchy based upon the significant unobservable inputs into the valuation technique used.
The following table shows the carrying amount and fair value of the group's investments in the fair value hierarchy as
at 30 June 2015:
As at 30 June 2015 Fair value
Euro Carrying amount Level 1 Level 2 Level 3
Income-generating property 164 390 519 - - 164 390 519
Development property 84 148 287 - - 84 148 287
248 538 806 - - 248 538 806
As at 30 June 2014 Fair value
Euro Carrying amount Level 1 Level 2 Level 3
Income-generating property 39 650 572 - - 39 650 572
Development property 25 101 270 - - 25 101 270
64 751 842 - - 64 751 842
Valuation technique and significant unobservable inputs
There has been a change in the valuation technique in respect of three pre-let hotels at the New Waverley mixed use
development in the UK. At the reporting date external independent property valuers reliably determined the fair value of
these three pre-let hotels. In accordance with the accounting policy, these hotels have been fair valued at the
reporting date. In the prior reporting period these hotels were held at cost less impairment as fair value was not
reliably determinable and cost less impairment was considered the best estimate of fair value. The remainder of the New
Waverley development continues to be held at cost less impairment as fair value can still not be reliably determined and
cost is the best indication of fair value. There have been no further changes in the valuation technique.
The following table shows the valuation technique used in measuring the fair value of investment property, as well as
the significant unobservable inputs used.
Investment Valuation technique Significant Inter-relation between
property type unobservable inputs key unobservable inputs
and fair value
measurement
Income-generating Discounted cash flows: The valuation model considers the present value of net cash flows to be Risk adjusted The estimated fair
property generated from the property, taking into account expected rental growth rates, void periods, discount rates value would increase
occupancy rates, lease incentive costs such as rent-free periods and other costs not paid by (decrease) if:
tenants. The expected net cash flows are discounted using risk-adjusted discount rates. Among Market rent Expected market rental
other factors, the discount rate estimation considers the quality of a building and its location, growth was higher
tenant credit quality and lease terms. (lower)
Net rental growth The occupancy rate was
higher (lower)
Reversionary The reversionary
discount rate discount rate was lower
(higher)
The risk adjusted
discount rate was lower
(higher)
Development Discounted cash flows less cost to complete: The discounted cash flow is determined on the same Risk adjusted The estimated fair
property basis as income-generating properties based on the completed development property. Costs to discount rates value would increase
complete as determined by external quantity surveyors are deducted from the discounted cash flow. (decrease) if:
Market rent Expected market rental
growth were higher
(lower)
Net rental growth The occupancy rate were
higher (lower)
Reversionary The reversionary
discount rate discount rate were
lower (higher)
Costs to complete The risk adjusted
discount rate were
lower (higher)
The costs to complete
were lower (higher)
Completion dates were
earlier (later)
Cost less impairment: Costs directly associated with the construction of investment property are Capitalised costs The estimated fair
capitalised. An impairment review is performed to the extent that there are indicators of value would increase
impairment. As fair value cannot be reliably determined cost is the best indication of fair (decrease) if:
value. Impairment Impairment were lower
(higher)
Fair value sensitivity analysis
As at 30 June 2015
Income-generating property
Significant unobservable inputs
Euro Discount rate Market rent Net rental growth Reversion discount rate
Sensitivity Sensitivity Sensitivity Sensitivity
Country Sector Technique Valuation Input % Change Valuation Input p.a Change Valuation Input % Change Valuation Input % Change Valuation
UK Industrial DCF 37 602 476 7,00 - 8,00 +1% 34 158 510 2 103 749 +5% 39 008 175 2,00 +1% 37 953 90 7,00 - 8,00 +1% 34 228 795
-1% 41 946 088 -5% 36 196 775 -1% 37 251 050 -1% 41 875 803
Retail DCF 2 811 400 7,50 +1% 2 766 418 267 083 +5% 2 923 856 - +1% 2 811 400 - +1% 2 811 400
-1% 2 859 194 -5% 2 642 716 -1% 2 811 400 -1% 2 811 400
Germany Retail DCF 102 830 000 5,25 – 7, 65 +1% 96 430 000 538 356 - +5% 103 970 000 (0,82) – +1% 104 930 000 5,65 – 7,00 +1% 95 770 000
-1% 109 970 000 1 870 909 -5% 101 780 000 1,18 -1% 100 930 000 -1% 111 830 000
Switzerland Industrial DCF 21 146 643 4,40 +1% 18 428 886 951 284 +5% 22 279 842 1,00 +1% 21 761 259 - - -
-1% 26 274 848 -5% 20 464 803 -1% 21 482 761 - -
Development property
30 June 2015
Significant unobservable inputs
Euro Discount rate Costs to complete
Sensitivity Sensitivity
Country Sector Technique Valuation Input % Change Valuation Input Change Valuation
UK Mixed use DCF 35 288 845 4,75 – 5,50 +1% 23 129 540 39 213 255 +10% 31 367 520
-1% 54 160 367 -10% 39 210 171
As at 30 June 2014
Income-generating property
30 June 2014
Significant unobservable inputs
Euro Discount rate Market rent Net rental growth Reversion discount rate
Sensitivity Sensitivity Sensitivity Sensitivity
Country Sector Technique Valuation Input% Change Valuation Input p.a Change Valuation Input % Change Valuation Input % Change Valuation
UK Industrial DCF 8 359 590 7,25 +1% 8 110 050 298 000 +5% 8 421 975 1,00 +1% 8 796 285 7,00 +1% 8 234 820
-1% 8 733 900 -5% 8 172 435 -1% 8 110 050 -1% 8 671 515
Retail DCF 4 866 030 - +1% - 240 000 +5% 5 728 228 - +1% - 5,50 +1% 4 568 525
-1% - -5% 5 201 090 -1% - -1% 6 747 360
Germany Retail DCF 7 900 000 5,88 +1% 7 540 000 96 946 – +5% 8 010 000 - - - 7,38 -7,63 +1% 7 320 000
-1% 8 260 000 138 557 -5% 7 770 000 - - -1% 8 690 000
Switzerland Industrial DCF 18 524 952 4,40 +1% 15 423 750 814 844 +5% 18 697 698 1,00 +1% 17 998 488 - - -
-1% 22 029 228 -5% 17 957 358 -1% 18 237 042 - -
12. Investments
The carrying amount of the group's investments at 30 June 2015 was as follows:
As at
As at 30 June 14
Euro 30 June 15 Restated*
Non-current
Karoo Fund - 35 743 617
Sirius Real Estate Limited 12 346 864 -
12 346 864 35 743 617
Current
Karoo Fund 67 221 894 -
67 221 894 -
*The group has early adopted IFRS 9, with retrospective application. These figures have therefore been restated. The
impact of adopting IFRS 9 on the group's primary statements is presented in note 21.
The investments are classified as FVTPL. Accordingly they are measured at fair value at the reporting date with changes
in fair value being recognised in profit or loss. These investments have been classified as FVTPL because the
contractual terms of the financial assets do not give rise to cash flows that are solely payments of principal and
interest on the amount outstanding.
On 5 December 2014 the group acquired a 4,2% shareholding in Sirius for €10 178 432. This has been fair valued at 30
June 2015 and a gain of €1 134 917 was recognised in fair value adjustments in the profit or loss. The group has
acquired additional shares in Sirius to the value of €2 584 618 as part of its treasury strategy (see note 13) on
which there is an unrealised loss of €28 094 at the reporting date.
As at 30 June 2014 the Karoo Fund was classified as being held to maturity in accordance with IAS 39. In the current
year the group has early adopted IFRS 9 and the Karoo fund has been classified as FVTPL. The impact of adopting IFRS 9
is summarised in note 21. On 30 October 2014 and 21 February 2015 the Karoo Fund compulsorily redeemed a portion of the
investment amounting to €12 189 773 and €8 024 277 respectively. At 30 June 2015 the investment was fair valued at €67
221 894 and a gain of €45 651 311 was recognised in fair value adjustments in profit or loss.
Reconciliation of investments
Sixteen month
period ended
Year ended 30 June 14
Euro 30 June 15 Restated*
Opening balance 35 743 617 -
Acquisition 10 178 432 34 199 731
Capitalised fees - 356 996
Redemption (20 214 050) -
Fair value movement 46 786 228 1 186 890
Foreign exchange movement in OCI 7 074 531 -
79 568 758 35 743 617
A liability of €26 378 571 is due to Attacq Limited ("Attacq") when the investment in the Karoo Fund is realised,
see note 17.
*The group has early adopted IFRS 9, with retrospective application. These figures have therefore been restated. The
impact of adopting IFRS 9 on the group's primary statements has been summarised in note 21.
Fair value hierarchy
The following table shows the carrying amount and fair value of the group's investments in the fair value hierarchy as
at 30 June 2015:
As at 30 June 2015 Fair value
Euro Carrying amount Level 1 Level 2 Level 3
Karoo Fund 67 221 894 - 67 221 894 -
Sirius 12 346 864 12 346 864 - -
79 568 758 12 346 864 67 221 894 -
As at 30 June 2014 Fair value
Euro Carrying amount Level 1 Level 2 Level 3
Karoo Fund 35 743 617 - - 35 743 617
35 743 617 - - 35 743 617
Transfers between the levels in the fair value hierarchy are recognised at the reporting date. During the period the
Karoo Fund has been reclassified from level 3 to level 2 in the fair value hierarchy.
Reconciliation of transfer of the Karoo Fund
Fair value
Euro Carrying amount Level 1 Level 2 Level 3
Opening balance 35 743 617 - - 35 743 617
Transfer - - 35 743 617 (35 743 617)
Movement 31 478 277 - 31 478 277 -
67 221 894 - 67 221 894 -
Valuation process for level 3 investments
On an annual basis the fair value of investments is determined by external investment managers, having appropriate
valuation experience.
These valuations are initially reviewed by the group's analyst and compared to the expectation of fair value. The
valuation is then checked by the finance team to ensure the numerical and methodological accuracy. Lastly, the
investment valuation is reviewed by the Audit Committee.
Valuation techniques and unobservable inputs
As the prior period net asset value of the Karoo Fund did not reflect fair value, the valuation was determined by
applying discounts to each of the underlying investments held. The discounts applied related to: illiquidity; specific
risks facing each investment; and the percentage of total investment held. In the current period, such discounts are no
longer considered appropriate given the nature of assets held and progress in the underlying investments. Accordingly,
NAV is now considered the appropriate valuation technique to determine the fair value of the Karoo Fund.
At 30 June 2015 all inputs into the valuation are observable as the underlying investments are listed, with the
exception of a convertible debenture that is not significant to the fair valuation.
The following table shows the valuation technique used to measure investments held at fair value as well as the
unobservable inputs used for level 2 and significant unobservable inputs used for level 3 investments.
As at 30 June 2015
Level 2 Investments Valuation technique Inputs Inter-relationship between
inputs and fair value
measurement
Karoo Fund Fair value is based on the fund's reported net asset value NAV per share - €2 067 The estimated fair value
("NAV"). would increase (decrease)
if:
The NAV of the fund is valued by the fund's investment All inputs used by the fund's investment manager in NAV per share were higher
manager as follows: determining the fund's NAV are observable with the (lower).
Investments in equities by the Karoo Fund are valued at exception of a convertible debenture that is not
quoted prices in active markets. significant to the input for fair valuation.
Where there is not an active market, fair value is based on
broker quotes on similar contracts that are traded in an
active market and the quotes reflect the actual
transactions in similar instruments.
As at 30 June 2014
Level 3 Investments Valuation technique Significant Inter-relationship between significant
unobservable Inputs unobservable inputs and fair value measurement
Karoo Fund Fair value of the equity fund is determined by applying discounts to Illiquidity The estimated fair value would increase
each of the underlying investments held by the Karoo Fund. (decrease) if:
Specific risks facing Illiquidity was lower (higher)
each investment
Percentage of total Specific risks facing each investment were lower
investment held (higher)
Percentage of total investment held was lower
(higher)
Fair value sensitivity analysis
The group's investments classified as level 3 in the fair value hierarchy have been sensitised to show how the inputs
used in the valuation would have affected the valuation of the investment in the Karoo Fund as at 30 June 2014 as
follows:
Euro Sensitivity
Discount Input% Change absolute Valuation
Liquidity discounts on underlying investments 5,00 - 100,00 +1% 35 449 706
-1% 36 138 957
Discount rate 7,00 +1% 34 977 872
-1% 36 655 885
13. Treasury investments
Treasury investments comprise the group's short term treasury investments. The carrying amount of the group's treasury
investments at 30 June 2015 was as follows:
As at As
Euro 30 June 2015 At 30 June 2014
Sirius 2 556 524 -
Other 48 455 -
2 604 979 -
The treasury investments are classified as FVTPL. Accordingly they are measured at fair value at the reporting date with
changes in fair value being recognised in profit or loss. These investments have been classified as FVTPL because the
objective of the group's business model is to sell the instrument prior to its contractual maturity to realise its fair
value changes.
Due to the low interest rate environment, management sought better returns on the group's cash over the course of the
last year by investing in a portfolio of European real-estate equities. The portfolio gained €4 301 694, net of fees,
which is recognised in fair value adjustments (see note 6). Given the market volatility at the time, and in
anticipation of imminent acquisitions, the portfolio was substantially liquidated in June 2015.
Reconciliation of treasury investments
Sixteen month
Year ended period ended
Euro 30 June 2015 30 June 2014
Opening balance - -
Investment 30 000 000 -
Redemption (31 696 715) -
Fair value movement 4 301 694 -
Closing balance 2 604 979 -
Fair value hierarchy
The following table shows the carrying amount and fair value of the group's investment in the fair value hierarchy as at
30 June 2015:
As at 30 June 2015 Fair value
Euro Carrying amount Level 1 Level 2 Level 3
Sirius 2 556 524 2 556 524 - -
Other 48 455 - 48 455 -
2 604 979 2 556 524 48 455 -
Valuation techniques and unobservable inputs
The following table shows the valuation technique used to measure investments held at fair value as well as the
unobservable inputs used for level 2 treasury investments.
Investment type Valuation technique Inputs Inter-relationship between inputs
and fair value measurement
Other Investments in other investments are based on broker quotes on similar contracts that are Similar contracts The estimated fair value would
traded in an active market and the quotes reflect the actual transactions in similar increase (decrease) if:
instruments. Similar contract prices were higher
(lower)
14. Share capital
The ordinary share capital of the company has no par value and in addition the company has unlimited authorised share
capital as it is continued in the British Virgin Islands as a BVI Business company.
Number of Share Capital
shares Euro
Balance at 1 March 2013 66 238 363 67 423 236
Issued during the year
- Capital raised 173 987 429 180 391 564
- Acquisition of New Waverley 10 Limited (previously: Artisan Investment Projects 10 Limited) (see note 10) 5 111 182 5 468 965
- Acquisition of the Karoo Fund 31 962 365 34 199 731
- Scrip distributions 2 184 660 2 494 584
Balance at 30 June 2014 279 483 999 289 978 080
Issued during the year
- Acquisition of MAS Property Advisors Limited (see note 10) 9 751 326 12 486 971
- Scrip distributions 2 552 564 3 206 941
Balance at 30 June 2015 291 787 889 305 671 992
During the year the group incurred €13 029 (2014: €2 897 232) in expenses in relation to issuing shares. These were
offset against share capital.
15. Foreign currency translation reserve
The group recognised a foreign currency translation gain of €6 575 768 (2014: €156 323) resulting in a foreign currency
translation reserve at the reporting date of €7 198 696 (2014: €622 928).
This reserve results from the translation of foreign subsidiaries from a functional currency other than euros into the
presentation currency of euros. The assets and liabilities including goodwill and fair value adjustments arising on
business combinations are translated using the exchange rates at the reporting date. Items in the consolidated statement
of comprehensive profit or loss and other comprehensive income and consolidated statement of cash flows are translated
into euros using the actual, or approximate average rates of exchange for the transactions.
The resulting translation adjustments are recorded in other comprehensive income and accumulated in the foreign currency
translation reserve. Cumulative translation adjustments are recognised as income or expense upon partial or complete
disposal of a foreign entity. Exchange differences arising from the translation of the net investment in a foreign
operation are taken to other comprehensive income. These are recycled and recognised in the profit or loss upon disposal
of the operation.
16. Interest bearing borrowings
The carrying amount of the group's interest bearing borrowings as at 30 June 2015 was as follows:
As at As at
Euro 30 June 15 30 June 14
Non-current
Credit Suisse – DPD property 8 933 544 8 102 610
Sparkasse Bank – Aldi portfolio 5 846 225 6 238 142
14 779 769 14 340 752
Current
Credit Suisse – DPD property 576 203 493 560
Sparkasse Bank – Aldi portfolio 391 917 293 938
Santon Developments plc - Santon North Street property - 969 927
968 120 1 757 425
15 747 889 16 098 177
The interest bearing borrowings are held at amortised cost, accordingly interest is charged to profit or loss at the
effective interest rate. These liabilities have been classified as amortised cost because the group does not hold them
for trading purposes.
Petrusse Capital S.a.r.l., a group entity, received a loan of CHF 13 000 000 (€10 693 800) on 15 January 2010 from
Credit Suisse. This is a 15-year term floating rate loan at 90 bps above Swiss LIBOR (see note 17). The DPD property
purchased by Petrusse Capital S.a.r.l. is held as security against this loan. There are no conversion or redemption
rights for this loan. Amortisation repayments of CHF 150 000 (€144 050) per quarter began in June 2010 on this loan,
amortisation reduced to CHF 97 500 (€93 629) effective from 30 June 2015. The amount outstanding is CHF 9 902 500 (€9
509 747) as at 30 June 2015.
Inventive Capital S.a.r.l., a group entity, received a loan of €8 369 840 on 1 December 2009 from Sparkasse Bank. This
is a 20-year term floating rate loan at 95 bps above Euribor (see note 17). The Aldi portfolio purchased by Inventive
Capital S.a.r.l. is held as security against this loan. A repayment of €1 891 760 was made when the Tuttlingen property,
one of the six Aldi stores, was disposed of in the prior period. There are no conversion or redemption rights for this
loan. Amortisation repayments of €97 929 per quarter began in December 2014 and the amount outstanding is €6 238 142 as
at 30 June 2015.
17. Financial instruments
The carrying amount of the group's financial instruments as at 30 June 2015 was as follows:
As at As at
Euro 30 June 2015 At 30 June 2014
Non-current
Derivative financial instruments 2 603 535 2 104 606
Financial liabilities 3 941 947 -
6 545 482 2 104 606
Current
Financial liabilities 26 378 571 -
26 378 571 -
32 924 053 2 104 606
Derivative financial instruments
The group has hedged the interest rate exposure on the interest bearing borrowing (see note 16) from Credit Suisse and
Sparkasse Bank. These financial instruments are classified as FVTPL, accordingly they are measured at fair value at the
reporting date with changes in fair value being recognised in the profit or loss.
Reconciliation of derivative financial instruments
Euro Aldi DPD Total
Balance at 1 March 2013 1 462 658 1 060 132 2 522 790
Fair value adjustment (52 785) (91 483) (144 268)
Partial settlement of hedging instrument (278 000) - (278 000)
Foreign exchange movement in OCI - 4 084 4 084
Balance at 30 June 2014 1 131 873 972 733 2 104 606
Balance at 1 July 2014 1 131 873 972 733 2 104 606
Fair value adjustment 7 464 305 024 312 488
Foreign exchange movement in OCI - 186 441 186 441
Balance at 30 June 2015 1 139 337 1 464 198 2 603 535
75% of the Sparkasse Bank debt (see note 16) used to purchase the Aldi portfolio was hedged with Bayern LB via an
interest rate swap at a fixed rate of 4,2%, and 25% fixed via an interest rate cap with a strike at 4,0%, on 20 October
2009. Both the hedge and the cap started on 1 December 2009, the completion date of the property. The fair value of
this hedge was €1 139 337 as at 30 June 2015 (2014: liability of (€1 131 873)). In the prior year the group disposed of
the Tuttlingen store, which resulted in a payment of €270 000 to settle the relevant portion of the interest hedge.
70% of the Credit Suisse debt (see note 16) used to purchase the DPD property was hedged directly with Credit Suisse
via a forward-starting interest rate swap at 2,76% on 14 September 2009. The start date was 15 January 2010. The fair
value of this hedge was €1 464 198 as at 30 June 2015 (2014: liability of €972 733).
Fair value hierarchy
The following table shows the carrying amount and fair value of the group's derivative financial instruments in the fair
value hierarchy as at 30 June 2015:
As at 30 June 2015 Fair value
Euro Carrying amount Level 1 Level 2 Level 3
Aldi 1 139 337 - 1 139 337 -
DPD 1 464 198 - 1 464 198 -
2 603 535 - 2 603 535 -
As at 30 June 2014 Fair value
Euro Carrying amount Level 1 Level 2 Level 3
Aldi 1 131 873 - 1 131 873 -
DPD 972 733 - 972 733 -
2 104 606 - 2 104 606 -
Valuation techniques and unobservable inputs
The following table shows the valuation technique used to measure investments held at fair value as well as the
unobservable inputs used for level 2 financial instruments.
Derivative financial Valuation technique Inputs Inter-relationship between inputs
instrument type and fair value measurement
Interest rate swaps The fair value is based on discounting future cash flows using the interest rate Credit margin The estimated fair value would
swaps curves plus the historic charged credit margin at the dates when the cash flows increase (decrease) if:
will take place. Credit margin were lower (higher)
Financial liabilities
The group's financial liabilities comprise:
As at As at
Euro 30 June 2015 30 June 2014
Non-current
Development management fee 1 576 779 -
Priority participating profit dividend 2 365 168 -
3 941 947 -
Current
Attacq financial liability 26 378 571 -
26 378 571 -
30 320 518 -
Reconciliation of financial liabilities:
Attacq Development Priority
financial management participating
Euro liability fee profit dividend Total
Balance at 1 July 2014 - - - -
Fair value adjustment 24 896 101 1 488 165 2 232 246 28 616 512
Foreign exchange movement in OCI 1 482 470 88 614 132 922 1 704 006
Balance at 30 June 2015 26 378 571 1 576 779 2 365 168 30 320 518
Development management fee and Priority participating profit dividend
The group entered into a development management agreement with New Waverley Advisors Limited for the development and
construction of the New Waverley site in Edinburgh. This development management agreement splits the profit as follows:
The group
* Return on capital invested of 7.5% (the "Priority Return")
* A maximum of 75% of 10% of the Development Value ( the "Priority Participating Profit Dividend")
* A maximum of 75% of the Development Value after deducting the Developers Additional Fee and the Priority
Participating Profit Dividend
New Waverley Advisors Limited
* 1/3 of the Priority Return (the "Developers Priority Fee")
* A maximum of 25% of 10% of the Development Value ( the "Developers Additional Fee")
New Waverley Holdings Limited
* A maximum of 25% of the Development Value after deducting the Developers Additional Fee and the Priority
Participating Profit Dividend
The agreement provides that once a development profit (the "Development Profit") has been realised a development fee is
due to New Waverley Advisors Limited.
The Development Profit is the value of the development (defined as income and capital returns on realisations of
lettings and sales, plus rent) less a 7.5% per annum return on capital invested by the group (the "Priority Return").
The development fee due to New Waverley Advisers Limited is equal to 1/3 of the Priority Return (the "Developers
Priority Fee"), subject to there being adequate proceeds after return of capital and payment of the Priority Return.
In addition to the Developers Priority Fee, the group will pay to New Waverley Advisers Limited an additional developers
fee (the "Developers Additional Fee") which is limited to a maximum of 10% of the Development Value. This is calculated
as 25% of the development profit after deducting the Priority Return and Developers Priority Fee (the "Development
Value") but accrues only to the extent that a dividend of 75% can be made to the group at the same time ("Priority
Participating Profit Dividend").
Lastly, the remaining Development Value (after deducting the Developers Additional Fee and the Priority Participating
Profit Dividend) is split 75%/25% to the group and the holder of the B shares, New Waverley Holdings Limited
respectively.
As a consequence of the three pre-let hotels at New Waverley being fair valued (see note 11) there are financial
liabilities due to New Waverley Advisers Limited and New Waverley Holdings Limited on the current unrealised profit of
the development.
These financial liabilities have been classified as FVTPL. This matches the cost of the financial liabilities with the
gain on the related investment directly in profit or loss.
Attacq financial liability
Under the purchase agreement of the Karoo Fund (see note 12) Attacq is entitled to a contingent adjustment (the
"Adjustment") in the consideration paid to it by the group. This contingent adjustment is dependent upon the value at
which the Karoo Fund redeems. The contingent adjustment will be share-based and would amount to €26 378 571 if the
current reported net asset value were to be realised. The Karoo Fund's NAV as at 30 June 2015 was €161 780 243.
At the point when the Karoo Fund is realised ("the Realised Value") an Adjustment will be made as follows:
1. To the extent that the Realised Value is below the purchase price, 25% of such deficit shall be deemed to be
a cost to Attacq, who shall have a corresponding number of consideration shares bought back by MAS for nil
consideration and subsequently cancelled.
2. To the extent that the Realised Price is above the purchase price and below 85% of €49 382 605, no further
MAS shares will be issued to Attacq.
3. To the extent that the Realised Price is above 85% and below 100% of €49 382 605, such a surplus shall be
deemed to be a benefit to Attacq, who shall be issued a corresponding number of additional MAS shares at a
price per share equal to the 30-day volume weighted average price of a MAS share at the point when the Karoo
Fund is realised.
4. To the extent that the Realised Price is above 100% of €49 382 605, 50% of such further surplus shall be
settled through the issue of additional MAS shares to Attacq at a price per share equal to the 30-day volume
weighted average price of a MAS share at the point when the Karoo Fund is realised.
The Karoo Fund is due to be fully redeemed on 31 January 2016.
This financial liability has been classified as FVTPL by opting to use the fair value option. This matches the cost of
the financial liability with the gain on the related investment directly in profit or loss.
Measurement of fair values
Fair value hierarchy
The following table shows the carrying amount and fair value of the group's derivative financial instruments in the fair
value hierarchy as at 30 June 2015:
As at 30 June 2015 Fair value
Euro Carrying amount Level 1 Level 2 Level 3
Development management fee 1 576 779 - - 1 576 779
Priority participating profit dividend 2 365 168 - - 2 365 168
Attacq Limited financial liability 26 378 571 - 26 378 571 -
30 320 518 - 26 378 571 3 941 947
Valuation process of level 3 financial liabilities
The fair value of the level 3 financial liability in respect of New Waverley Advisors Limited and New Waverley Holdings
Limited is calculated annually. The investment property valuation process (see note 11) is part of this valuation
process as a consequence of the financial liability to New Waverley Advisors Limited and New Waverley Holdings Limited
being derived from the fair value of New Waverley investment property. The fair value of the financial liability is
calculated and based on the fair value of the New Waverley investment property. The fair valuation is then reviewed by
the finance manager and chief financial officer before being reviewed by the Audit Committee.
Valuation techniques and unobservable inputs
The following table shows the valuation technique used to measure investments held at fair value as well as the
unobservable inputs used for level 2 and significant unobservable inputs used for level 3 financial instruments:
Level 3 financial liability Valuation technique Significant Inter-relationship between significant
unobservable inputs unobservable inputs and fair value
measurement
Development management fee and Discounted cash flows: Expected market The estimated fair value would increase
Priority participating profit rental growth (decrease) if:
dividend Fair value is based on the profitability of the New Waverley Occupancy rate Expected market rental growth were higher
development. See note 11, for the valuation technique in (lower)
respect of New Waverley. Reversionary discount The occupancy rate were higher (lower)
rate
Risk adjusted The reversionary discount rate were lower
discount rates (higher)
Cost to complete The risk adjusted discount rate were
lower (higher)
Completion dates The costs to complete were lower (higher)
Completion dates were earlier (later)
Level 2 Valuation technique Inputs Inter-relationship between
financial inputs and fair value
liability measurement
Attacq Fair value is based on the fund's reported net asset value NAV per share - €2 067 The estimated fair value
financial ("NAV"). would increase (decrease)
liability if:
The NAV of the fund is valued by the fund's investment manager All inputs used by the fund's investment manager in NAV per share were higher
as follows: determining the fund's NAV are observable with the (lower).
Investments in equities by the Karoo Fund are valued at quoted exception of a convertible debenture that is not
prices in active markets. significant to the input for fair valuation.
Where there is not an active market, fair value is based on
broker quotes on similar contracts that are traded in an
active market and the quotes reflect the actual transactions
in similar instruments.
Fair value sensitivity analysis
As at 30 June 2015
Discount rate Cost to complete
Sensitivity Sensitivity
Financial liability Technique Valuation Input % Change Valuation Input Change Valuation
Development management fee DCF - less cost to complete 1 576 779 4,75 – 5,50 +1% - 39 213 255 +10% 1 245 294
-1% 3 463 931 -10% 1 968 911
Priority participating profit dividend DCF - less cost to complete 2 365 168 4,75 – 5,50 +1% - 39 213 255 +10% 1 716 321
-1% 5 195 896 -10% 2 953 366
18. Operating segments
The group has the following four strategic divisions identified as reportable segments:
Reportable segment Description
Income-generating Consists of all the income-generating investment property in the portfolio.
property
Development property Consists of development property namely the New Waverley development in Edinburgh, North Street Quarter development in Lewes and the
Langley development in Chippenham.
Investments Consists of the holding in the Karoo Fund and Sirius.
Corporate and treasury Consists of all of the cash holdings outside of the other reporting segments, treasury investments and goodwill on the acquisition of MAS
Property Advisors Limited.
The group's chief operating decision maker is determined to be the executive management team. The executive management
team analyses the performance and position of the group by aggregating the group into the four reportable segments.
These reportable segments have different risk profiles and generate revenue/income from different sources, accordingly,
it allows the executive management team to make better informed strategic decisions for the group. Management reports
are prepared and reviewed on a quarterly basis by the executive management team to facilitate this process.
30 June 2015
Income-generating Development Corporate and
Euro property property Investments treasury Total
Statement of comprehensive income
External revenue 8 885 744 437 412 - - 9 323 156
Inter-segment revenue - - - - -
Segment (loss)/profit before tax (3 559 523) 11 113 166 26 749 365 14 271 088 48 574 096
Interest income 90 47 - 4 539 4 676
Interest cost (576 350) (5 024) - - (581 374)
Depreciation - - - (18 884) (18 884)
Other material non-cash items
Fair value adjustments (9 475 685) 11 161 228 21 890 127 4 301 694 27 877 364
Foreign exchange 2 771 - 5 043 582 12 613 942 17 660 295
Adjusted core income 5 560 556 (66 675) 4 737 213 (443 251) 9 787 843
Statement of financial position
Segment non-current assets 165 127 532 85 730 472 12 346 864 27 784 092 290 988 960
Segment current assets 9 918 844 1 149 173 67 221 894 41 176 540 119 466 451
Segment non-current liabilities 18 526 950 3 941 947 - - 22 468 897
Segment current liabilities 5 405 117 2 637 785 26 378 571 424 443 34 845 916
30 June 14
Income-generating Development Investments Corporate and
Euro property property Restated* treasury Total
Statement of comprehensive income
External revenue 4 741 159 506 270 - - 5 247 429
Inter-segment revenue - - - - -
Segment profit before tax 4 432 254 6 531 870 308 949 578 6 258 671
Interest income 91 4 - 199 253 199 348
Interest cost (816 987) (59 712) - - (876 699)
Depreciation (14 941) - - - (14 941)
Other material non-cash items
Fair value adjustments (479 362) - 1 186 890 - 707 528
Foreign exchange (89) - (31 893) 3 963 704 3 931 722
Adjusted core income 2 533 606 641 653 870 308 1 111 535 5 157 102
Statement of financial position
Segment non-current assets 40 452 451 25 723 814 35 743 617 - 101 919 882
Segment current assets 1 818 984 451 237 - 205 800 188 208 070 409
Segment non-current liabilities 17 371 643 - - - 17 371 643
Segment current liabilities 1 705 683 1 155 707 - 432 830 3 294 220
*The group has early adopted IFRS 9, with retrospective application. These figures have therefore been restated. The
impact of adopting IFRS 9 on the group's primary statements has been summarised in note 21.
Where assets/liabilities and income/expense are shared by reportable segments they are allocated to each respective
reportable segment based on a rational driver of use or ownership of the asset/liabilities, income/expense.
Geographical information
The group invests in investment property in Western Europe.
The geographical information below analyses the group's revenue and non-current assets by the company's country of
domicile and the jurisdiction in which the underlying assets are held; UK, Germany and Switzerland.
Revenue
Sixteen
month
Year ended period ended
Euro 30 June 2015 30 June 2014
BVI - -
UK 3 336 893 2 899 821
Germany 4 806 043 914 427
Switzerland 1 180 220 1 433 181
9 323 156 5 247 429
Non-current assets
As at As at
Euro 30 Jun 15 30 Jun 15
BVI - -
UK 166 275 302 75 442 044
Germany 103 567 015 7 952 886
Switzerland 21 146 643 18 524 952
290 988 960 101 919 882
19. Related parties
Parent and ultimate controlling party
The group has no ultimate controlling party, but is controlled by its ordinary shareholders in aggregate.
Transactions with key management
Year ended 30 June 2015
Basic Short-term Long-term Shareholding Shareholding
Euro Role salary Benefits incentive incentive direct indirect
Lukas Nakos CEO 152 149 - - - 106 100 659
Malcolm Levy(a) CFO 142 641 - - - 11 632 1 462 699
Jonathan Knight CIO 57 056 - - - 504 964 -
Ron Spencer Chairman 24 500 - - - 10 970 -
Gideon Oosthuizen NED 23 250 - - - 250 000 -
Jaco Jansen NED 23 250 - - - - -
Morn'e Wilken NED 10 000 - - - 53 823 226 560
Pierre Goosen NED 10 000 - - - - 783 677
442 846 - - - 831 495 2 573 595
a. In addition, the directors fees of €24 940 were paid directly to MAS Property Advisors Limited (2014: €103
579). These fees ceased from a group perspective on 15 October 2015, when Malcolm Levy became an employee of the
group.
Sixteen month period ended 30 June 2014
Basic Short-term Long-term Shareholding Shareholding
Euro Role salary Benefits incentive incentive direct indirect
Lukas Nakos(b) CEO - - - - 104 100 659
Malcolm Levy(a) CFO 103 579 - - 10 379 -
Ron Spencer Chairman 25 333 - - - 10 764 -
Gideon Oosthuizen NED 25 333 - - - - -
Jaco Jansen NED 25 333 - - - - -
179 578 - - - 21 247 100 659
a. This amount was paid directly to MAS Property Advisors Limited, the investment adviser, and is included in the
professional services fees.
b. Lukas Nakos is the CEO of MAS Property Advisors Limited. His services to the group form part of the arrangements
under the Investment Advisory Agreement.
Subsidiaries
The following entities have a reporting date of 30 June 2015 and are all 100% held subsidiaries of the group:
Company Name Business activity Domicile Share capital
MAS (BVI) Holdings Limited Holding company British Virgin Islands EUR 100
MAS Property Advisors Limited Investment adviser Isle of Man GBP 100
European Property Holdings S.a.r.l. Holding company Luxembourg EUR 35 000
MAS (IOM) Holdings Limited Holding company Isle of Man EUR 100
MAS Mezzi Limited Lending company Isle of Man EUR 100
Braehead Properties Limited Investment company Isle of Man GBP 1 834 546
Sauchiehall Street Properties 1 Limited Investment company Isle of Man GBP 3 526 310
Santon North Street Limited Investment company Isle of Man GBP 100
Malling Brooks Limited Investment company Isle of Man GBP 100
New Waverley 10 Limited (Previously Artisan Investment Projects 10 Limited) Investment company Isle of Man GBP 10 140 576
New Waverley 11 Limited (Previously Artisan Investment Projects 11 Limited) Dormant company Isle of Man GBP 1
New Waverley 12 Limited (Previously Artisan Investment Projects 12 Limited) Dormant company Isle of Man GBP 1
Chippenham Properties Limited Investment company Isle of Man GBP 100
Langley Properties Limited Investment company Isle of Man GBP 100
Petrusse Capital S.a.r.l. Investment company Luxembourg CHF 4 260 000
Inventive Capital S.a.r.l. Investment company Luxembourg EUR 475 000
Interlude Capital S.a.r.l. Investment company Luxembourg EUR 12 500
Impromptu Capital S.a.r.l. Investment company Luxembourg EUR 12 500
Intermezzo Capital S.a.r.l. Investment company Luxembourg EUR 12 500
Intonata Capital S.a.r.l. Investment company Luxembourg EUR 12 500
Istempo Capital S.a.r.l. Investment company Luxembourg EUR 12 500
The aggregate intercompany indebtedness between subsidiaries at 30 June 2015 was as follows:
Euro As at As at
Intercompany receivable Intercompany payable 30 June 15 30 June 14
MAS Real Estate Inc. MAS (BVI) Holdings Limited 282 170 038 99 885 616
MAS Property Advisors Limited 30 139 -
MAS Property Advisors Limited MAS (BVI) Holdings Limited 398 120 -
MAS (BVI) Holdings Limited MAS (IOM) Holdings Limited 48 276 426 37 334 664
MAS Mezzi Limited 87 523 863 31 413 692
European Property Holdings S.a.r.l. 9 413 341 4 155 498
Petrusse Capital S.a.r.l. 3 641 095 3 059 475
Inventive Capital S.a.r.l. 1 584 627 4 374 782
Interlude Capital S.a.r.l. 9 830 743 9 649 050
Impromptu Capital S.a.r.l. 28 280 199 78 278
Intermezzo Capital S.a.r.l. 25 469 090 -
Intonata Capital S.a.r.l. 20 972 116 -
Istempo Capital S.a.r.l. 12 177 148 -
MAS Mezzi Limited Braehead Properties Limited 6 967 606 8 564 644
Sauchiehall Street Properties 1 Limited 1 697 615 8 049 174
Santon North Street Limited 15 059 830 11 729 732
New Waverley 10 Limited (Previously Artisan Investment Projects 10 21 835 272 11 698 740
Limited)
Chippenham Properties Limited 30 426 450 -
Langley Properties Limited 20 139 110 -
Braehead Properties Limited MAS (IOM) Holdings Limited 141 125
Sauchiehall Street Properties 1 Limited 2 740 973 125
Santon North Street Limited 141 125
Chippenham Properties Limited 141 -
Langley Properties Limited 141 -
Interlude Capital S.a.r.l European Property Holdings S.a.r.l 520 000 -
Impromptu Capital S.a.r.l. 1 545 339 -
Intermezzo Capital S.a.r.l. 1 383 812 -
Intonata Capital S.a.r.l. 1 069 024 -
Istempo Capital S.a.r.l. 605 816 -
New Waverley 10 Limited (Previously Artisan Investment Projects 10 New Waverley 11 Limited (Previously Artisan Investment Projects 11 6 913 4 557
Limited) Limited)
New Waverley 12 Limited (Previously Artisan Investment Projects 12 6 829 4 557
Limited)
Other related party transactions:
Income/(expenses) Capitalised for the year/period
Euro for the year/period ended ended Balances receivable/(payable)
30 June 2015 30 June 2014 30 June 2015 30 June 2014 30 June 2015 30 June 2014
MAS Property Advisors Limited
Investment advisor fee (1 249 295) (2 410 812) - - - (204 053)
Transaction fee - - 352 500 341 997 - -
Oncharged staff costs (123 269) (457 158) - - - -
(1 372 564) (2 867 970) 352 500 341 997 - (204 053)
New Waverley Advisers Limited
Oncharged development costs - - 19 605 967 2 465 118 33 432 14 431
Development management fee (note 17)(1) (1 488 165) - - - (1 576 779) -
(1 488 165) - 19 605 967 2 465 118 (1 543 347) 14 431
New Waverley Holdings Limited
Development profit participation fee (note 17)(1) (2 232 246) - - - (2 365 168) -
(2 232 246) - - - (2 365 168) -
Corona Real Estate Partners Limited
Legal and professional expenses (331 218) - - - 37 251 -
(331 218) - - - 37 251 -
Attacq
Karoo Fund financial liability (note 17)(1) (24 896 102) - - - (26 378 571) -
(24 896 102) - - - (26 378 571) -
Artisan Real Estate Investors Limited
Oncharged administrative expenses 6 435 (76 422) - - 12 737 -
6 435 (76 422) - - 12 737 -
(30 313 860) (2 944 392) 19 958 467 2 807 115 (30 237 098) (189 622)
All related party balances are unsecured and repayable on demand
(1) Differences between income/(expence) and the corresponding receivable/(payable) related to foreign exchange movements recognised in OCI.
MAS Property Advisors Limited ("MAS Prop")
MAS Prop is a real estate advisory company. During the period MAS Prop was acquired by the group, and, at the reporting
date is a 100% owned subsidiary of the group (see note 10). Prior to the acquisition MAS Prop was owned by a group of
investors of which Lukas Nakos and Malcolm Levy, the chief executive officer and chief financial officer of the group
respectively, had significant influence.
Prior to the group's acquisition of MAS Prop, the group paid €1 372 564 (2014: €2 867 970) in respect of investment
adviser fees and oncharged staff costs. These fees were charged to the group in accordance with the investment advisory
agreement and on an arm's length basis.
Transaction fees in relation to the acquisition of investment property of €352 500 (2014: €341 997) were charged prior
to the group's acquisition of MAS Prop. These fees were charged to the group in accordance with the investment advisory
agreement and on an arm's length basis and have been capitalised within investment property.
Artisan Real Estate Investors Limited ("Artisan")
Artisan is a real estate management company and is owned by a group of investors of which Lukas Nakos and Malcolm Levy,
the chief executive officer and chief financial officer, of the group respectively have significant influence.
New Waverley Advisers Limited ("NW Advisers")
NW Advisers is a real estate developer and is a 100% owned subsidiary of Artisan, as such it is controlled by Artisan
which is a related party of the group.
During the year NW Advisers on-charged expenses in relation to the development of New Waverley which amounted to €19 605
967 (2014: €2 465 118). These have been capitalised as part of the New Waverley development within investment property
(see note 11). These on-charges were charged to the group in accordance with the development management agreement and
were on an arm's length basis.
In addition, the group has provided for a development management fee as a result of the revaluation of the three pre-let
hotels at the New Waverley development (see note 17). This fee is in accordance with the development management
agreement and is on an arm's length basis.
New Waverley Holdings Limited ("NW Holdings")
NW Holdings is a real estate developer and is a 60% owned subsidiary of Artisan. As such it is controlled by Artisan
which is a related party of the group.
At the reporting date the group has provided for a development management profit participation fee as a result of the
revaluation of the three pre-let hotels at the New Waverley development (see note 17). This fee is in accordance with
the development management agreement and is on an arm's length basis.
Corona Real Estate Partners Limited ("Corona")
Corona is a real estate management company with six staff, and is owned by Jonathan Knight who is the sole shareholder.
Jonathan is also chief investment officer of the group.
During the year, the group used the professional services of Corona and incurred expenses of €331 218 (2014:€0), which
were charged to the group on an arm's length basis. At the end of the reporting period €37 251 (2014: €0) was owed by
Corona to the group. Professional services fees are expensed in the profit or loss within Administrative expenses -
Legal and professional expenses (see note 5).
Attacq
Attacq is a significant shareholder in the company and has significant influence over the group.
The group purchased the Karoo Fund from Attacq in the prior period for an all share consideration of €34 199 731 (see note 12).
Under the purchase agreement of the Karoo Fund, Attacq is entitled to a contingent adjustment (the "Adjustment")
in the consideration paid to them by the group. This contingent adjustment is dependent upon the value at
which the Karoo Fund redeems. The liability recognised in 2015 is €26 378 571 (see note 17) and is calculated as if
the current reported net asset value were to be realised. The Karoo Fund's NAV as at 30 June 2015 was €161 780 243.
20. Earnings per share and diluted earnings per share
Basic and diluted earnings per share
The calculation of basic earnings per share has been based on the following profit attributable to ordinary shareholders
and the weighted-average number of ordinary share outstanding.
Profit attributable to ordinary shareholders
Sixteen-month
Euro Year ended period ended
30 June 2015 30 June 2014
Profit for the year attributable to the owners of the group 48 474 908 5 060 236
48 474 908 5 060 236
Weighted average number of ordinary shares
Sixteen-month
Euro Year ended period ended
30 June 2015 30 June 2014
Issued ordinary share at 1 July/1 March 279 483 999 66 238 363
Effect of shares issued for capital raise - 92 430 822
Effect of shares issued related to business combinations 6 911 654 5 111 182
Effect of shares issued related to the Karoo Fund acquisition - 17 736 341
Effect of shares issued for scrip distributions 872 468 1 552 140
Weighted average number of ordinary shares 287 268 121 183 068 848
Basic earnings per share
Sixteen-month
Year ended period ended
Euro 30 June 2015 30 June 2014
Profit attributable to ordinary shareholders 48 474 908 5 060 236
Weighted-average number of ordinary shares 287 268 121 183 068 848
Basic earnings per shares (euro cents) 16,87 2,76
There are no dilutionary instruments in issue and therefore basic earnings and diluted earnings
are the same.
There has been no change to previously reported basic and diluted earnings per share as a result of the
early adoption of IFRS 9.
Adjusted core income and adjusted core income per share
Sixteen-month
period ended
Year ended 30 June 2014
Euro 30 June 2015 Restated*
Profit for the year attributable to the owners of the group 48 474 908 5 060 236
Adjusted for:
Fair value adjustments (27 877 364) (707 528)
Fair value of the Karoo Fund - 1 186 890
Disposal of investment property - (1 008 336)
Exchange differences (17 660 295) (3 931 722)
Capital raising fees and structure costs 504 581 595 891
Deferred taxation (272 259) 873 399
Realised profits on the Karoo Fund redemptions 4 921 557 -
Realised profits on treasury portfolio 1 696 715 -
Realised profits on investment property disposal - 2 453 149
Income shortfall guarantee - 635 123
Adjusted core income 9 787 843 5 157 102
Weighted-average number of ordinary shares 287 268 121 183 068 848
Adjusted core income per share (euro cents) 3,41 2,82
*As a result of the group early adopting IFRS 9 adjusted core income and adjusted core income per share for 30 June 2014
has been restated as follows:
Impact of change in accounting policy
Euro As previously reported Adjustment# As restated
Net fair value adjustments (528 974) 528 974 -
Disposal of investment property - (1 008 336) (1 008 336)
Fair value adjustments - (707 528) (707 528)
Fair value of the Karoo Fund - 1 186 890 1 186 890
(528 974) - (528 974)
#See note 21
There are no dilutionary instruments in issue and therefore adjusted core income and diluted adjusted core income are
the same.
Headline earnings and headline earnings per share
In accordance with the Circular 2/2013 as issued by the South African Institute of Chartered Accountants, headline
earnings and headline earnings per share for year ended 30 June 2015 is as follows:
Year ended Sixteen month period ended
30 June 2015 30 June 2014
Restated*
Euro Gross Net Gross Net
Profit for the year/period 48 474 908 48 474 908 5 060 236 5 060 236
Adjusted for:
Revaluation of investment property (5 718 442) (6 759 124) 623 630 434 159
Profit on disposal of investment property - - (1 008 336) (998 284)
Headline earnings 42 756 466 41 715 784 4 675 530 4 496 111
Weighted-average number of ordinary shares 287 268 121 287 268 121 183 068 848 183 068 848
Headline earnings per share (euro cents) 14,88 14,52 2,55 2,46
* The JSE Listings Requirements require the calculation of headline earnings and diluted headline earnings per share and
the disclosure of a detailed reconciliation of headline earnings to the earnings numbers used in the calculation of
basic earnings per share, to be in accordance with the requirements of IAS 33 – Earnings per Share. Disclosure of
headline earnings is not a requirement of IFRS. The directors do not use headline earnings or headline earnings per
share in their analysis of the group's performance, and do not consider it to be a useful or relevant metric for the
group. The directors make no reference to headline earnings or headline earnings per share in their commentaries.
Instead, the directors use adjusted core income. There are no dilutionary instruments in issue and therefore headline
earnings and diluted headline earnings are the same.
Headline earnings and headline earnings per share for 30 June 2014 has been restated as follows:
Impact of error
Euro As previously reported Adjustment As restated
Net Net
Revaluation of investment property 623 630 (189 471) 434 159
Profit on disposal on investment property - (998 284) (998 284)
Headline earnings 5 683 866 (1 187 755) 4 496 111
Headline earnings per share (euro cents) 3,10 (0,64) 2,46
21. Change in accounting policy
Except for the early adoption of IFRS 9, the group has consistently applied the accounting policies as set out in the
note 3 for all periods presented in these condensed abridged consolidated financial statements.
The group has early adopted IFRS 9: Financial Instruments, with an initial application date of 1 July 2014. The
rationale for the early adoption of IFRS 9 was a result of the Karoo Fund compulsorily redeeming a portion of the
group's investment in the fund, consequently the investment was required to be reclassified in accordance with IAS 39
from held-to-maturity to available-for-sale as the redemption date was no longer fixed or determinable. Financial assets
classified as available-for-sale are measured at fair value at the reporting date with changes in fair value being
recognised within other comprehensive income. As the group is an investment business, it was considered that fair value
movements in relation to all such investments should be recognised directly in profit or loss, and not in reserves for
certain investments, and in profit or loss for others. The adoption of IFRS 9 results in more reliable and relevant
information.
The IFRS 9 standard includes the following categories for the classification and measurement of financial assets:
* Financial assets at amortised cost: Financial assets held within a business model whose objective is to hold
assets in order to collect contractual cash flows that are solely payments of principal and interest on the
principal amount outstanding.
* Financial assets at fair value through other comprehensive income: Financial assets include investments in equity
instruments that are not held for trading and where the fair value option is elected.
* Financial assets at FVTPL: Financial assets acquired for realising capital gains from fluctuations in market
prices.
There have been no alterations to the measurement basis of any financial instruments held by the group as a result of
the adoption of IFRS 9 with the exception of the Karoo Fund (see note 12).
As at 30 June 2014 the Karoo Fund was classified as held-to-maturity in accordance with IAS 39, and measured at
amortised cost, whereby such amortised cost approximated fair value.
On adoption of IFRS 9 the group has retrospectively classified the investment in the Karoo Fund as FVTPL. Financial
assets at FVTPL are measured at fair value, and changes therein are recognised in profit or loss.
There is no impact on the consolidated statement of financial position or the consolidated statement of changes in
equity. The impact of adopting IFRS 9 is as follows:
Consolidated statement of financial position
1 March 2013
Impact of change in accounting policy
Euro As previously reported Adjustment As restated
Investments - - -
- - -
30 June 2014
Impact of change in accounting policy
Euro As previously reported Adjustment As restated
Investments 35 743 617 - 35 743 617
35 743 617 - 35 743 617
Consolidated statement of profit or loss and other comprehensive income
30 June 2014
Impact of change in accounting policy and reclassification
Euro As previously reported Adjustment As restated
Net/(gain) loss on investment property activity* 528 974 (528 974) -
Fair value adjustments - 707 528 707 528
Net finance (costs)/income* 509 539 (509 539) -
Finance income - 199 348 199 348
Finance costs - (876 699) (876 699)
Disposal of investment property* - 1 008 336 1 008 336
1 038 513 - 1 038 513
*These adjustments do not relate to IFRS 9, rather they are reclassifications of prior year reported numbers to match
the classification of similar transactions in the reporting period ending 30 June 2015. These adjustments have been made
to aid comparability for the users of these condensed abridged consolidated financial statements.
Consolidated statement of cash flows
30 June 2014
Impact of change in accounting policy
Euro As previously reported Adjustment As restated
Finance income (1 386 238) 1 186 890 (199 348)
Movement in fair value adjustments 479 362 (1 186 890) (707 528)
(906 876) - (906 876)
22. First time adoption of IFRS
In the prior reporting period the group prepared the consolidated financial statements in accordance with International
Financial Reporting Standards as adopted by the EU. However, as a result of the company transferring its listing to the
Main Board of the JSE, the group has prepared these condensed abridged consolidated financial statements in accordance
with IFRS.
The group has adopted the following standards for the year beginning 1 July 2014 as a result of preparing these
consolidated financial statements in accordance with IFRS:
IAS 27 Consolidated and Separate Financial Statements – Reissued as IAS 27 Separate Financial Statements (as amended in May 2011)
IAS 28 Investments in Associates – Reissued as IAS 28 Investments in Associates and Joint Ventures (as amended in May 2011)
IAS 32 Financial Instruments Presentation – Amendments to application guidance on the offsetting of financial assets and financial
liabilities (December 2011)
IFRS 10 Consolidated Financial Statements (May 2011)
IFRS 11 Joint Arrangements (May 2011)
IFRS 12 Disclosure of Interests in Other Entities (May 2011)
Annual improvements to IFRSs – 2010 to 2012 cycle
Annual improvements to IFRSs – 2011 to 2013 cycle
This change implies, under IFRS 1, that the group is technically preparing the financial statements in accordance with
IFRS for the first time. In accordance with IFRS 1, the group's accounting policies and newly adopted standards were
assessed, and it was concluded the change to IFRS as adopted by the IASB did not materially affect the accounting
policies or the manner in which the financial statements are prepared or presented. As such there have been no
adjustment to prior reported figures and no further disclosure has been made in respect of IFRS 1.
23. Subsequent events
No material events have occurred between the reporting date and signature date of these condensed abridged consolidated
financial statements.
Company Information
Company information and advisors
Registered office in the BVI
MAS Real Estate Inc.
Midocean Chambers
Road Town, Tortola
British Virgin Islands
Correspondence address
MAS Real Estate Inc.
25 Athol Street
Douglas
Isle of Man
IM1 1LB
Company secretary
Helen Cullen ACIS
(Associate of the Institute of
Chartered Secretaries & Administrators)
Independent auditor
KPMG Audit LLC
Heritage Court
41 Athol Street
Douglas
Isle of Man
IM99 1HN
JSE sponsor
Java Capital Trustees and Sponsors Proprietary Limited
2nd Floor
6a Sandown Valley Crescent
Sandown
Sandton
2196
Johannesburg
South Africa
Luxembourg legal adviser
M Partners
56, rue Charles Martel
L-2134
Luxembourg
Luxembourg administrator
Hoche Partner Trust Services SA
121 Avenue de la Faiencerie
L-1511
Luxembourg
BVI administrator
Midocean Management and Trust Services (BVI) Limited Midocean Chambers,
P. O. Box 805, Road Town, Tortola, British Virgin Islands VG1110
Registrar/ Transfer secretaries
British Virgin Islands
Computershare Investor Services (BVI) Limited
Registration number 003287V
Woodbourne Hall
P O Box 3162
Road Town, Tortola
British Virgin Islands
South Africa
Computershare Investor Services Proprietary Limited
Registration number 2004/003647/07
Ground floor
70 Marshall Street
Johannesburg 2001
P O Box 61051, Marshalltown 2107
Depository
Computershare Investor Services PLC
The Pavilions
Bridgewater Road
Bristol,
BS13 8AE
Property valuers
Germany
Cushman & Wakefield LLP
Rathenauplatz 1
60313 Frankfurt am Main
Germany
DTZ Zadelhoff Tie Leung GmbH
Eschersheimer Landstrasse 6,
60322 Frankfurt (M),
Germany
JLL
Wilhelm-Leuschner-Strasse 78
D-60329 Frankfurt
Germany
Switzerland
Wüest Partner AG
Bleicherweg 5
8001
Zürich
Switzerland
UK
Colliers International
50 George Street
London
W1U 7GA
Gerald Eve LLP
72 Welbeck Street
London
W1G 0AY
GVA Grimley Limited
Quayside House
127 Fountainbridge
Edinburgh
EH3 9QG
Posting of integrated annual report and notice of annual general meeting
Shareholders are advised that the company's integrated annual report was dispatched on
14 September 2015 and is available on the company's website www.masrei.com. The integrated annual
report contains a notice of annual general meeting of the company which will be held at 25 Athol Street,
Douglas, Isle of Man on 28 January 2016 at 10.00 am (GMT).
The last day to trade in order to be eligible to participate in and vote at the annual general meeting is Friday,
14 January 2016 and the record date for voting purposes is Friday, 22 January 2016.
14 September 2015
Sponsor
Java Capital
Date: 14/09/2015 11:00:00
Supplied by www.sharenet.co.za
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