|L2D shareholders are advised that at the first annual general meeting of shareholders of the Company held at 12h00 on Friday, 10 May 2019 ("Annual General Meeting"), all the ordinary and special resolutions, as set out in the Notice of the Annual General Meeting, were passed by the requisite majority of votes of shareholders present in person or represented by proxy. |
L2D's performance in 2018, the corporate conversion and refreshed strategy were well received by the market in the first few months of 2019. It has also been encouraging to see that the key indicators of the business continue to show a steady upwards trajectory, especially vacancies and trading densities. The share price performed well in April 2019 and outperformed both the SAPY and All Share.
L2D's vision to be the leading South African precinct focused, retail-centred REIT remains relevant and the leadership is committed to drive it forward with passion to capture the opportunities of the fast-changing environment. L2D has a clear and focused strategy that is captured in the strategic pillars being: driving the future proofing of our assets, passionate people and grow to make an impact. There are five building blocks embedded within the driving to future proofing our assets strategic pillar, which are embracing technology, time is valuable, curating experiences, community place making and sustainable and flexible.
As announced to the press today, L2D is taking a bold step to eradicate plastic shopping bags across its malls by 1 January 2020. L2D believes that the future of retail is defined by a continued adaption of standards that meet national and global sustainability goals. The company has therefore embedded sustainability values into the fabric of the organisation to deliver on these essentials and to achieve its vision of a Net Zero sustainability target by 2030, which sees the reduction of usage of energy and water as well as an efficient waste management system. The commitment of L2D's valued tenants, many of whom have already made this declaration publicly, will be crucial in implementing the policy. The production of plastic, particularly single-use plastics is one of the environment's greatest risks, having reached an epidemic proportion.
L2D will be hosting a pre-close conference call at 14h00 on Tuesday, 28 May 2019 and will provide further details on its operational performance at that time.
|Shareholders are advised that L2D will be hosting a site visit at Eastgate shopping centre on Thursday, 11 April 2019.|
A copy of the presentation will be available on L2D's website from 10h00 onwards at www.liberty2degrees.co.za/investors/results-centre/
|The consolidated annual financial statements for the year ended 31 December 2018, on which PricewaterhouseCoopers Inc. expressed an unmodified opinion, contain no modifications to the summarised group results for the year ended 31 December 2018 which were released on the Stock Exchange News Service of the JSE Ltd. on Monday, 25 February 2019. An electronic version of the Company's Integrated Report, the Corporate Governance Report, the Annual Financial Statements and the Notice of Annual General Meeting and proxy form is available on the Company's website at www.liberty2degrees.co.za/investors/integrated-reports/.|
Notice of Annual General Meeting
Notice was given that the First Annual General Meeting (the "Annual General Meeting") of the shareholders of the Company (the "Shareholders") will be held on Friday, 10 May 2019 at 12h00 at the Liberty2D Offices, Fahrenheit Boardroom, STANLIB Building, Ground Floor, 17 Melrose Boulevard, Melrose Arch, Johannesburg.
|Shareholders of L2D are referred to the announcement released by Edcon Group ("Edcon") in relation to its recapitalisation and restructuring programme.|
L2D continues to support the recapitalisation process and notes that Edcon currently occupies 5.3% of L2D's total portfolio gross lettable area (GLA). This exposure is anticipated to reduce to 4.3% of total portfolio GLA by 31 December 2019 as part of a space rationalisation process as agreed with Edcon.
L2D's position remains as disclosed in its recently published summarised group results for the year ended 31 December 2018 and a further update will be made once the suspensive conditions are met and agreements finalised.
|Property portfolio revenue for the year jumped to R913.8 million (R665.9 million) whilst profit from operations excluding fair value adjustments rose to R581.0 million (R425.0 million). Total comprehensive income increased to R640.7 million (R538.0 million). In addition, headline earnings per share were higher at 59.86cps (56.29cps).|
Declaration of a cash distribution
The Board has approved and notice is hereby given of a distribution of 12.69 cents per share for the two months ended 31 December 2018 ("the distribution").
The quality of the L2D portfolio drove positive growth despite a difficult trading environment in South Africa. Demand for retail space in the portfolio was strong with reduced vacancies and was supported by an improved tenant mix in the space previously occupied by Stuttafords. The restructuring transaction was successfully implemented and aligns L2D's structure to the market while providing a platform for future growth. L2D's conservative gearing levels offer the capacity for acquisitions to enhance returns; however, the current cost of debt may have a dilutionary impact on future distributions. The uncertainty around the Edcon restructuring at the time of reporting these results makes it difficult to accurately determine distributions and valuations in the near term. Despite this uncertainty, as retail specialists L2D management remains focused on creating experiential spaces at its centres and thereby striving to prepare the assets for a rapidly changing retail environment.
L2D uses distribution per share as a relevant measure of financial performance. With the current uncertainty as well as challenging economic conditions in South Africa, L2D's guidance for the 2019 full-year distribution is for growth of 0% to 2%.
This guidance is reliant on the following key assumptions: forecasted net property income is based on contractual rental escalations and market-related renewals, appropriate allowances for vacancies have been incorporated into the forecast, no further dilutionary gearing is introduced and that no major tenant failures will occur.
|Shareholders of Liberty2D are advised that Mrs Jill Parratt will be stepping down as Company Secretary of Liberty2D, effective 25 February 2019.|
Mr Ben Swanepoel, Chief Risk and Compliance Officer, will accordingly assume the role of the Company Secretary on 25 February 2019. Ben has been a member of the Institute of Chartered Secretaries Southern Africa since July 2001 and has the relevant skills and experience to fulfill this role.
|Liberty2D will be hosting a pre-close investor call at 14h00 (CAT) on 28 November 2018 to provide investors with an update in respect of the financial year ending 31 December 2018. A recording and transcript of the call will be available on the Company?s website thereafter: www.liberty2degrees.co.za/investors/results-centre|
|Shareholders are advised that following the conversion of L2D to a Corporate REIT, the committees of the board of directors have been constituted as follows, effective 1 November 2018: Ms Zaida Adams, Mr Brian Azizollahoff and Mr Wolf Cesman have been appointed as members of the Audit and Risk Committee, with Mr Cesman chairing the Committee.|
Mr Angus Band, Ms Amelia Beattie, Mr Wolf Cesman and Ms Lynette Ntuli have been appointed as members of the Social, Ethics and Transformation Committee, with Ms Ntuli chairing the Committee. Mr Angus Band, Mr Wolf Cesman and Ms Lynette Ntuli have been appointed as members of the Remuneration and Nominations Committee, with Mr Cesman chairing the Remuneration Committee and Mr Band chairing the Nominations Committee.
Shareholders are reminded that the appointments of Mr Azizollahoff as Lead Independent Director and Ms Adams as independent non-executive director effective 1 August 2018 was announced in the Circular posted to shareholders and made available on L2D?s website on 27 July 2018. With these appointments, the independence of the board is further strengthened and the board?s transformation and gender diversity targets are met.
|Further to the Circular posted to Unitholders on Monday, 30 July 2018, as supplemented by the Supplementary Information published on SENS on Monday, 6 August 2018 in relation to the Proposed Transactions including the conversion of the CISIP to a corporate REIT in the form of New Liberty2D, Unitholders are advised that certain conditions precedent, as detailed in the Circular, are currently outstanding and accordingly, finalisation information is not able to be published today as per the timetable disclosed in the Circular.|
Further information regarding the timing of finalisation information in relation to both the Final CISIP Distribution and Proposed Transactions will be published on SENS by Friday, 21 September 2018. All other important dates and times remain as detailed in the Circular.
Capitalised terms used in this announcement bear the same meaning as the capitalised and defined terms used in the Circular.
|Further to the Circular posted to Unitholders on Monday, 30 July 2018 as supplemented by the Supplementary Information published on SENS on Monday 6 August 2018, unitholders are advised that at the General Meeting held today, 28 August 2018, the resolution was passed by the requisite majority of Unitholders present in person or represented by proxy at the General Meeting.|
The Proposed Transactions remains subject to the fulfilment, or waiver (if applicable), of certain conditions precedent. Unitholders will be advised once all the remaining conditions precedent to the Proposed Transactions have been fulfilled.
|Net rental and related income for the interim period increased to R272.8 million (R179.5 million), profit from operations rose to R255.2 million (R158.8 million), total earnings was recorded at R194.7 million (R313.6 million), while headline earnings per share was 28.77 cents per share (29.49 cents per share). |
Declaration of a cash distribution
The Manager has approved and notice is hereby given of a distribution of 29.31 cents per unit for the six months ended 30 June 2018 ("the distribution").
L2D is in the process of implementing the restructuring transactions as announced in the cautionary announcement dated 18 May 2018. This includes the conversion of the business to a corporate REIT, the internalization of the manager, the cancellation of the Liberty PUT option and the acquisition of an additional R1.2 billion of the property portfolio from Liberty. These assets include an undivided share of the hospitality assets forming part of the Sandton precinct. These transactions remain subject to regulatory approval with the unitholder vote scheduled for 28 August 2018. The Manager, on behalf of L2D, is entering into finance agreements in order to fund the total value of the proposed transaction and costs (R1.5 billion), as well as for a revolving credit facility of R100 million. The conservative amount of borrowings introduced as a consequence hereof will support an enhanced equity return going forward. The series of transactions proposed enhances the commercial structure in which the business operates and aligns it to REIT industry best practice. It also affords the business an improved platform from which to engage in value adding commercial opportunities and, in time, will contribute to aligning the unit trading price to the net asset value. The proposed transactions are expected to contribute to an enhanced distribution growth in the future which remains a primary measure of L2D's financial performance. In spite of the current weak economic environment and tough trading conditions retail sales are recovering, however, the Board remains cautious that a recovery is sustainable.
|Unitholders of Liberty Two Degrees (?Unitholders?) are referred to the detailed cautionary announcement released on the Stock Exchange News Service of the JSE Ltd. on 18 May 2018 and published in the press on 21 May 2018 in relation to the proposed: |
* cancellation of the Liberty Group Ltd. Put Option;
* acquisition of additional properties from the Liberty Property Portfolio; and
* internalization of the management company of Liberty Two Degrees and conversion of Liberty Two Degrees to a corporate REIT,
collectively, the ?Proposed Transaction?.
Unitholders are advised that the parties remain in discussions regarding the definitive terms of the Proposed Transaction and the conclusion of formal agreements. Unitholders should accordingly continue to exercise caution when dealing in their Liberty Two Degrees units until a further announcement is made.
|Unitholders are advised that Liberty Two Degrees (?L2D?) released its pre-close update for the period to 25 May 2018.|
This serves to provide investors with an update in respect to L2D's operational activities in the period focusing on:
*Overall operating environment and macro environmental impact on trading;
*Update on trading statistics supported by leasing activities at the centres;
*New developments and primary initiatives concluded during the period; and
*Outlook and focus areas going into the half-year period.
The update will be available on L2D's website www.liberty2degrees.co.za/
|Unitholders are advised that The Standard Bank of South Africa Ltd. has been appointed as Sponsor to Liberty Two Degrees on the JSE Limited, effective 16 April 2018.|
|Unitholders are advised that the fund?s integrated annual report, incorporating the audited annual financial statements for the year ended 31 December 2017, was dispatched on Thursday, 29 March 2018, and contains no changes from the summarised annual results for the year ended 31 December 2017, which were released on SENS on 19 February 2018. |
The integrated annual report is also available on the fund?s website ? www.liberty2degrees.co.za.
|Net rental and related income soared to R429.1 million (2016: R29.5 million), profit from operations climbed to R390.4million (2016: R26.4 million), total earnings rocketed to R514.9 million (2016: R96.6 million), while headline earnings per share grew to 56.25 cents per unit (2016: 4.80 cents per unit). |
Declaration of a cash distribution
The Manager has approved and notice is hereby given of a final distribution of 29.22000 cents per unit for the six months ended 31 December 2017.
The performance of the L2D assets is underpinned by the quality of the portfolio. In spite of the tough economic environment and the resultant impact on the consumer, the portfolio remains robust with strong underlying property income growth. As a consequence of the mid-year acquisition L2D has foregone higher yielding interest income in exchange for sustainable property income. The short term dilutionary impact is outweighed by the benefit of sustainable growth which better positions the portfolio going forward. The L2D balance sheet is ungeared with significant capacity to make complementary acquisitions. L2D uses distribution per unit as a relevant measure of financial performance. Management forecasts a full year distribution of approximately 60 cents per participatory unit for the 2018 financial year of which property income constitutes 99% in comparison to 62% forecasted at listing. This guidance is based on the following key assumptions:
- Forecast investment net property income is based on contractual rental escalations and market-related renewals;
- Appropriate allowances for vacancies have been incorporated into the forecast;
- No dilutionary gearing is introduced;
- No major corporate and tenant failures will occur; and
- L2D maintains a 31% share of the assets that it co-owns in the LPP.
|The Manager of Liberty Two Degrees announces the retirement of Mr John Sturgeon as a non-executive director with effect from 15 December 2017. The Manager would like to thank Mr John Sturgeon for his contribution to the Manager and Liberty Two Degrees during his term of office. |
|The Manager of Liberty Two Degrees announces the following changes to the members of the board committees, effective immediately.|
Audit and Risk Committee:
Mr Wolf Cesman (Chairman)
Mr Angus Band
Ms Lynette Ntuli
Mr Wolf Cesman (Chairman)
Mr Angus Band
Ms Lynette Ntuli
Mr Angus Band (Chairman)
Mr Wolf Cesman
Ms Lynette Ntuli
Social, Ethics and Transformation Committee:
Ms Lynette Ntuli (Chairman)
Mr Angus Band
Mr Wolf Cesman
Mr Wolf Cesman (Chairman)
Mr Angus Band
Ms Lynette Ntuli
|Liberty2D advises unitholders that it will be hosting a pre-close conference call at 14:00 (SA time) on Wednesday, 22 November 2017. The call will serve to provide investors with an update in respect of Liberty2D's business activities for the nine months to 30 September 2017.|
Amelia Beattie Liberty2D CEO, will address the following on the call:
- Overall operating environment and macro environmental impact on trading
- Update on trading statistics supported by leasing activities at the centres
- New developments and primary initiatives concluded during the period
- Outlook and focus areas going into year end
A playback facility will be available on Liberty2D's website https://www.liberty2degrees.co.za/ an hour after the call concludes. Trading statistics for period ended 31 September 2017, discussed on the call will also be available on the website after the call.
|The Manager of Liberty Two Degrees announced that Ms Lynette Ntuli, an independent non-executive director, has been appointed to the Audit and Risk Committee, effective immediately. |
The other members of the committee are Mr Angus Band and Mr Wolf Cesman.
|Unitholders are advised that supplementary information regarding the performance of the retail portfolio for the period ended 30 June 2017 can be found on the website of Liberty Two Degrees: http://www.liberty2degrees.co.za.|
|Liberty2D announced that Mr Michael Ilsley has resigned with immediate effect from the board.|
|Liberty2D published their maiden set of interim results. Net rental and related income came in at R179.5 million, profit from operations was R158.8 million, total earnings was recorded at R313.6 million, while headline earnings per share was 29.49 cents per share. |
Declaration of a cash distribution
The Manager has approved and notice is hereby given of a distribution of 30.00 cents per unit for the six months ended 30 June 2017.
The performance of the L2D assets is underpinned by the quality of the portfolio. In spite of the tough economic environment and the resultant impact on the consumer, the portfolio remains resilient. We are in the process of implementing the acquisition of a further proportional share in the co-owned portfolio to the value of R2.5 billion following the exercise of the PUT option by Liberty. The differential between interest earned (per the pre-listing statement forecasted at 8%) and the net yield earned on the real estate assets acquired, which is calculated as 6.8% may reduce our 2017 distribution set out in the pre-listing statement by 2.5 cents per unit. The net yield is calculated by dividing the expected net property income of these additional properties by the purchase price. The remaining assumptions in the pre-listing statement remain valid. The additional stake in these high quality assets that are already managed by SRFM, enhances the total return of the portfolio going forward. The forecast has not been reviewed or reported on by L2D's independent external auditors. L2D uses distribution per unit as a relevant measure of financial performance.
|Unitholders of Liberty Two Degrees are advised that Mr Angus Band has been appointed as an independent non- executive director and chairman of the board of the Manager, effective 26 July 2017. He has also been appointed to all sub-committees of the board. Mr. Band brings many years of business experience to the board.|
In addition, unitholders are further advised that the Manager has appointed Ms Lynette Ntuli as a director of the board, also effective 26 July 2017. Ms Ntuli is a property, asset management and infrastructure solutions specialist. The Manager of Liberty Two Degrees welcomes the appointment of the independent non-executive directors to its board and confirms that the relevant regulatory approval has been received.
|Liberty2D and its co-owners have recently signed a binding offer to lease the Nelson Mandela Square offices (?lease agreement?). The lease agreement is for 6 350 m2 of office space with an international tenant for a period of 5 years. The rental obligation date of the lease agreement is from 1 October 2017. The lease agreement will reduce Nelson Mandela Square?s office vacancy (currently at 4 599 m2 as at the end of February 2017) to zero. As a consequence hereof certain existing tenants in occupation at Nelson Mandela Square will be relocated into the Atrium on 5th and Sandton Office Tower thereby reducing vacancies in these offices. This lease agreement should also assist in underpinning the retail performance of both Nelson Mandela Square and Sandton City which are linked via a pedestrian bridge. This is a noteworthy deal in the Liberty2D portfolio, given the level of competition for office space in Sandton and shows the robust and quality nature of our assets. This, together with other leasing activities in Atrium on 5th in Sandton, reduces the overall office vacancy in Liberty2D to 4.5%.|
Supplementary information on the retail portfolio
Unitholders of Liberty2D are advised that supplementary information regarding the performance of the retail portfolio for the period ended 31 December 2016 can be found on the website of Liberty2D - hwww.liberty2degrees.co.za.
|Unitholders of Liberty Two Degrees are referred to the announcement released on 3 April 2017 and are advised that Mr Michael Ilsley, currently on the board as an independent non-executive director, will serve as the interim chairman, until such time a new chairman is appointed. |
As previously announced the Manager of Liberty Two Degrees is still in the process of appointing additional independent non-executive directors to its board, subject to regulatory approval, and will make further announcements when finalised.
|The Manager of Liberty2D announces that Mr Peter Moyo has resigned with immediate effect from the board. Subject to regulatory approval, the Manager of Liberty2D will announce a new chairman to its board in due course, and make a further announcement once finalised. The Manager is in the process of appointing additional independent non-executive directors to its board, subject to regulatory approval, and will make a further announcement in due course.|
|Liberty Two Degrees announced that, following approval by the Financial Services Board, Mr Jos? Snyders has been appointed as the financial director of the Manager replacing Mr John Sturgeon, effective 23 March 2017. |
Mr Sturgeon will remain on the board as a non-executive director, enabling continued support to the board and utilisation of his experience in this capacity.
The Manager of Liberty Two Degrees is in the process of appointing additional independent non-executive directors, subject to regulatory approval, to its board and will make a further announcement in due course.
|Unitholders are referred to the summarised results for the period ended 31 December 2016 published on SENS on 16 February 2017, wherein shareholders were advised of the maiden distribution of 4.85047 cents per unit for the period ended 31 December 2016. |
Following the Budget Speech delivered by the Minister of Finance, Pravin Gordhan, on 22 February 2017 wherein the dividends withholding tax rate was increased from 15% to 20%, the draft Rates and Monetary Amounts and Amendment of Revenue Laws Bill has amended section 64E of the Income Tax Act No. 58 of 1962 and the increased dividends withholding tax of 20% applies in respect of any dividend paid on or after 22 February 2017.
Non-resident unitholders are accordingly advised that the net distribution amount due to non-resident unitholders, unless the rate is reduced in terms of any applicable agreement for the avoidance of double taxation (?DTA?) between South Africa and the country of residence of the unitholder, is 3.88038 cents per share and not 4.12290 cents per unit as previously disclosed. The tax position in respect of the distribution received by or accrued to South African tax residents remains unchanged.
The salient dates and times and other information provided in respect of the distribution declaration announced on 16 February 2017 remain unchanged.
|The following results are the company?s maiden final results. Property portfolio revenue came in at R43.9 million. Profit from operations were R26.4 million whilst total earnings were recorded as R96.6 million. In addition, headline earnings per unit were 4.8 cents per unit. |
The board of the manager has approved and notice is hereby given of a maiden distribution of 4.85047 cents per unit for the period to 31 December 2016.
The scale and presence, quality and location of the retail assets, continue to position L2D as one of the premier real estate investment opportunities in South Africa. The historic capital expenditure incurred to maintain the high quality of the properties, provides a platform for good growth without incurring significant amounts of new capital to refresh the environments.
In the short term, L2D will focus its growth strategy in South Africa. Growth is expected from carefully identified quality acquisition targets, as well as the current development pipeline in respect of Liberty Midlands Mall, the Eastgate Complex and Melomed Hospital.
Looking at the year ahead, management is confident that the strategic approach of investing in high-quality assets that remain resilient and defensive during tough economic times, positions L2D for sustainable growth. L2D's objective is to deliver on the forecast distribution in its PLS of 65c per unit for the year ending 31 December 2017.
Given the nature of the business, L2D uses distribution per unit as its key performance measure as it is considered a more relevant performance measure than earnings or headline earnings per unit.
|Liberty Two Degrees is a portfolio created under the Liberty Two Degrees Scheme in terms of the CISCA to afford investors growth in income and capital by investing at fair prices in a balanced spread of immovable properties and related assets permitted by the Trust Deed. The Liberty Two Degrees Scheme was registered by the Registrar on 28 October 2016 and is to be managed by STANLIB REIT Fund Managers. Liberty Two Degrees will invest in the Liberty Property Portfolio immediately prior to the listing.|
The Liberty Property Portfolio is one of South Africa?s iconic, predominantly retail property portfolios with interests in assets such as the Sandton City Complex, the Eastgate Complex and Melrose Arch. The Liberty Property Portfolio comprises predominantly retail real-estate assets in South Africa. In Johannesburg, the retail assets are an interest in the Sandton City Complex, the Eastgate Complex and Nelson Mandela Square. Other retail assets are two regional shopping centres, being Liberty Midlands Mall in KwaZulu-Natal and Liberty Promenade Mitchells Plain in the Western Cape. The Liberty Property Portfolio also includes interests in the mixed-use precinct of Melrose Arch and the newly developed Botshabelo Mall.