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THE PIVOTAL FUND LIMITED - Summarised unaudited consolidated financial results for the six months ended 31 August 2016

Release Date: 31/10/2016 11:05
Code(s): PIV     PDF:  
 
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Summarised unaudited consolidated financial results for the six months ended 31 August 2016

The Pivotal Fund Limited 
(Pivotal or the group) 
(Incorporated in the Republic of South Africa)
JSE share code: PIV ISIN: ZAE000196440
Registration number: 2005/030215/06

Summarised unaudited consolidated financial results 
for the six months ended 31 August 2016

Summarised consolidated statement of financial position
At 31 August 2016

                                       Unaudited  Unaudited     Audited
                                        Aug 2016   Aug 2015    Feb 2016
                                           R'000      R'000       R'000
Assets
Non-current assets                    13 381 486 11 420 623  11 989 983
Investment property                    7 792 251  8 197 831   8 771 992
Straight-line rental income accrual      358 799    350 497     397 305
Lease costs and incentives                58 541     49 074      54 501
Fair value of investment property      8 209 591  8 597 402   9 223 798
Investment property under
construction                           2 567 424  1 596 027   2 048 336
Interest in associate                    899 197    679 612       1 368
Intangibles and goodwill                 529 470    544 270     536 870
Plant and equipment                       44 156      3 312       2 987
Investments                            1 123 242          -      57 288
Interest rate swaps                        8 406          -     119 336
Current assets                         1 835 288    384 818   1 767 952
Trade and other receivables               81 010     86 542     113 388
Loans receivable                         152 352    101 770      97 226
Cash and cash equivalents                109 025    196 506     382 480
                                         342 387    384 818     593 094
Non-current assets held for sale       1 492 901          -   1 174 858
Total assets                          15 216 774 11 805 441  13 757 935
Equity and liabilities
Capital and reserves                   6 473 501  5 177 707   6 490 933
Stated capital                         4 559 813  4 004 089   4 548 753
Share-based payment reserve                7 986      2 027       5 037
Foreign currency translation reserve     146 925     65 800     234 351
Reserves                               1 758 777  1 105 791   1 702 792
Non-current liabilities                7 087 696  5 801 349   6 190 853
Interest-bearing liabilities           6 013 436  5 105 260   5 230 268
Interest rate swaps                            -      2 181           - 
Deferred taxation                      1 074 260    693 908     960 585
Current liabilities                    1 655 577    826 385   1 076 149
Trade and other payables                 210 743     98 310     192 548
Loans from shareholders                        -          -           - 
Interest-bearing liabilities           1 374 820    728 075     883 601
                                       1 585 563    826 385   1 076 149
Disposal group liabilities                70 014          -           -
Total equity and liabilities          15 216 774 11 805 441  13 757 935
Net asset value per share (R)              19.69      17.27       19.78
Net asset value per ordinary share,
excluding deferred taxation (R)            23.00      19.60       22.80

Summarised consolidated statement of comprehensive income 
for the six months ended 31 August 2016

                                       Unaudited   Unaudited     Audited
                                        Aug 2016    Aug 2015    Feb 2016
                                           R'000       R'000       R'000
Contractual rental income                416 175     374 630     777 804
Straight-line rental income accrual      (12 428)     38 935      85 743
Revenue                                  403 747     413 565     863 547
Property expenses                        (67 437)    (59 995)   (124 347) 
Net property income                      336 310     353 570     739 200
Other operating expenses                 (42 530)    (23 913)    (63 484) 
Operating profit                         293 780     329 657     675 716
Other income**                           279 730           -      21 259
Amortisation of intangibles               (7 400)     (7 400)    (14 800) 
Changes in fair value - other
financial liabilities                    (19 476)          -     (49 784)
Income from associates                  (147 625)     (2 882)    216 296
Changes in fair values                    38 631     164 959     680 027
- Investment properties                  149 561      91 038     481 041
- Financial instruments                 (110 930)     73 921     198 986
Income from operations                   437 640     484 334   1 528 714
Finance charges                         (304 184)   (208 350)   (437 004) 
Finance and other investment income       39 535       6 069      54 021
Profit before taxation                   172 991     282 053   1 145 731
Taxation                                (117 005)    (45 917)   (312 594)
- Current                               (3 330)          -           -
- Deferred                            (113 675)    (45 917)   (312 594) 
Profit after taxation                     55 986     236 136     833 137
Other comprehensive income
Items that are or may be reclassified 
to profit and loss:
Translation of foreign operations        (87 426)     65 800     234 351
Total comprehensive (loss)/income        (31 440)     301 936  1 067 488
Earnings per share
Basic profit is reconciled to 
headline earnings as follows:
Profit after taxation                     55 986     236 136     833 137
- Fair value adjustment on
investment property                     (149 561)    (91 038)   (481 041)
- Deferred tax thereon                    27 918      16 994     107 753
- Deferred tax as a result of rate
adjustment                                     -           -      89 105
- Fair value adjustment on               147 625           -    (243 924)
associate held properties
- Deferred tax thereon (10%)             (14 762)          -      24 392
Headline earnings                         67 206     162 092     329 422
Number of shares in issue (adjusted
for treasury shares)                 328 297 321 298 850 823 327 679 771
Weighted average number of shares
in issue                             327 862 120 298 500 048 311 573 209
Basic earning per share (cents)*              17          79         267
Headline earnings per share
(cents)*                                      20          54         106

* There are no dilutionary instruments in issue.
** Includes revaluations and forex adjustments on investments and loans.  

Summarised consolidated statement of changes in equity
for the six months ended 31 August 2016

                                         Unaudited Unaudited    Audited
                                          Aug 2016  Aug 2015   Feb 2016
                                             R'000     R'000      R'000
Opening balance                          6 490 933 4 849 504  4 849 504
Total comprehensive (loss)/income 
for the period                             (31 440)  301 936  1 067 488
Share-based payment expenses                 2 949     1 737      4 747
Issue of ordinary shares                    11 059    19 935    573 502
Share issue costs                                -         -     (3 263) 
Issue of preference shares                       -     4 595      4 595
Cancellation of preference shares                -         -     (5 640) 
Closing balance                          6 473 501 5 177 707  6 490 933

Summarised consolidated statement of cash flows 
for the six months ended 31 August 2016

                                       Unaudited   Unaudited     Audited
                                        Aug 2016    Aug 2015    Feb 2016
                                           R'000       R'000       R'000
Cash flows from operating activities
Cash generated from operations           338 704     301 792     603 796
Finance and other investment income        9 765       4 266      19 675
Finance charges                         (287 684)   (227 048)   (493 139) 
Taxation paid                              1 638           -           - 
Net cash generated from operating
activities                                62 423      79 010     130 332
Net cash utilised in investing
activities                            (1 755 156) (1 448 149) (2 129 605) 
Net cash generated from financing
activities                             1 419 278   1 322 405   2 138 513
Net (decrease)/increase in cash and
cash equivalents                        (273 455)    (46 734)    139 240
Cash and cash equivalents at the
beginning of the period                  382 480     243 240     243 240
Cash and cash equivalents at the end
of the period                            109 025     196 506     382 480

Condensed segmental analysis

R'000                                      Retail     Office   Other
Six months ended 31 August 2016 -
unaudited
Revenue, excluding straight-line lease
income adjustment                           183 532    227 026   5 617
Direct property operating expenses          (36 265)   (30 246)   (926) 
Segment results                             147 267    196 780   4 691
Fair value adjustment - investment
property                                     79 467     67 313   2 781
Investment properties                     4 100 703  6 047 507 628 805
Six months ended 31 August 2015 -
unaudited
Revenue, excluding straight-line lease
income adjustment                           171 161    197 857   5 612
Direct property operating expenses          (39 051)   (19 754) (1 190) 
Segment results                             132 110    178 103   4 422
Fair value adjustment - investment
property                                     40 306     41 829   8 903
Investment properties                     4 106 302  5 609 308 477 819
Year ended 29 February 2016
Revenue, excluding straight-line lease
income adjustment                           357 229    409 672  10 903
Direct property operating expenses          (76 643)   (46 810)   (894) 
Segment results                             280 586    362 862  10 009
Fair value adjustment - investment
property                                    131 538    297 134  52 369
Investment properties                     4 371 557  6 297 028 603 549

                                                       Held
R'000                                              for sale        Total
Six months ended 31 August 2016 - unaudited
Revenue, excluding straight-line lease income
adjustment                                                -      416 175
Direct property operating expenses                        -      (67 437) 
Segment results                                           -      348 738
Fair value adjustment - investment property               -      149 561
Investment properties                             1 490 838   12 267 853
Six months ended 31 August 2015 - unaudited
Revenue, excluding straight-line lease income
adjustment                                                -      374 630
Direct property operating expenses                        -      (59 995) 
Segment results                                           -      314 635
Fair value adjustment - investment property               -       91 038
Investment properties                                     -   10 193 429
Year ended 29 February 2016
Revenue, excluding straight-line lease income
adjustment                                                -      777 804
Direct property operating expenses                        -     (124 347) 
Segment results                                           -      653 457
Fair value adjustment - investment property               -      481 041
Investment properties                                     -   11 272 134

Commentary
1. Profile
Pivotal is a development-focused investment company listed on the JSE
main board, focusing on delivering sustainable capital returns through 
A- grade property developments and investments in South Africa and other 
selected countries. Pivotal's portfolio consists of geographically well 
diversified assets across South Africa and a growing investment base 
internationally. The property portfolio is divided into completed income 
producing properties and developments (including property under development 
and land held for future development). Completed income producing properties 
consist of well-located retail centres in established and expanding nodes 
and A-grade office precinct developments, which are enhanced by lifestyle 
elements such as piazzas, coffee shops and gyms.

Pivotal focuses on creating sustainable value for its investors by achieving 
above average portfolio growth through its extensive development pipeline, 
international investments and active management of its existing portfolio. 
To ensure long-term sustainability and high tenant retention, the A-grade 
nature of the properties is maintained by continuous re-investment through 
preventative maintenance, as well as with regular upgrades and refurbishments.

As at 31 August 2016, Pivotal's directly owned portfolio and indirect 
property portfolio was valued at R12.3 billion and R0.9 billion 
respectively.

2. Performance
Pivotal's net asset value per share excluding deferred tax (NAVPS) increased 
year-on-year by 17.35% to R23.00 at 31 August 2016 (31 August 2015: R19.60). 
The key drivers of growth over the 12 months were positive revaluations 
attributable to the completed portfolio, positive revaluations relating 
to offshore investments and an increase in net working capital generated 
from operating activities. The growth was negatively impacted by losses 
on foreign currency translation and negative fair value adjustments on 
interest rate swaps.

The growth in NAVPS for the 6 month period ended 31 August was 0.88%. 
This is mainly due to the negative fair value adjustments on interest 
rate swaps and foreign currency losses and tougher trading conditions 
in Nigeria impacting on the valuation of our investment in the Wings 
development in Lagos.

Given the nature of its business, Pivotal uses NAVPS as its key 
performance measure as it is considered a more relevant performance 
measure than earnings or headline earnings per share.

3. Property portfolio
Number of properties

                               Retail  Office Industrial  Africa  Total
Income producing                   11      24          3       -     38
Current development                 2       5          -       1      8
Land available for development      2      12          2       -     16


Independent property portfolio value at 31 August 2016
R billion                      Retail   Office  Industrial Africa Total
Income producing                  4.2      5.2         0.2    0.9  10.5
Current development               0.2      1.5           -      -   1.7
Land available for development    0.3      0.2         0.5      -     1
Total                             4.7      6.9         0.7    0.9  13.2

4. Vacancies
                                                       % of GRA vacant
Sector                                             Aug 2016     Aug 2015
Retail                                                  2.3          1.8
Office                                                  2.4          2.8
Total                                                   2.3          2.2

5. South African property transaction
The following transaction was concluded during the period:
Acquisition of a 20% undivided share in Galleria, Rosebank, for R100 million. 
The prime property, situated opposite the Rosebank Mall, currently has Times Media 
Group as a tenant. The intention however is to redevelop the site with premium 
grade offices and luxury residential apartments.

6. Current and future developments
6.1. Alice Lane Building 3, currently under construction, is on track to be 
completed in early Q2 2017. Building 3 has a gross rentable area of 35 000m2 of which 
22 000m2 has been let to Bowmans on a 12-year lease. Bowmans is one of South Africa's 
'big five' legal firms.

6.2. The second building of Westend Office Park in Centurion, measuring 5 079m2, 
was completed in Q1 2016. Westend Office Park is a 27 000m2 A- grade development 
which provides excellent security and access. The development is accessible from 
both the N1 and N14 freeways and is within walking distance of the Centurion 
Gautrain station and Centurion Mall. Pivotal holds a 25% undivided share in 
this development.

6.3. Strong tenant demand is being experienced at Hertford Office Park. The 
development is ideally located on the corner of Allandale and Bekker Roads, 
opposite the completed Mall of Africa. Buildings F (5 253m2) and G (5 944m2) 
have commenced construction with completion dates of Q4 2016 and Q1 2017 
respectively. Hertford Office Park will ultimately comprise 72 298m2 of 
gross rentable area, of which five buildings totalling 14 619m2 have been 
completed and fully let. Pivotal holds a 33.3% undivided share in Hertford 
Office Park.

6.4. Construction commenced on the second building, measuring 4 435m2,
at Monte Circle Office Park and is due to be completed in Q4 2016. Monte 
Circle, located in Fourways, is a 56 946m2 A-grade office park development 
and forms part of the Monte Casino precinct. Monte Circle provides excellent 
security and is easily accessible from the N1 freeway and other major 
transport routes. Pivotal holds a 17.56% undivided share in the Monte 
Circle Office Park and a 19.50% undivided share in the Monte Place 
development.

6.5. Construction commenced at Kyalami Corner shopping centre, in which Pivotal 
owns an 80% undivided share. The 27 823m2 retail development is ideally 
located at the Main Road/R55 arterial intersection and will offer upscale 
convenience shopping and dining. The centre will be anchored by Woolworths, 
Checkers and Virgin Active. The lower level will focus on convenience retail 
and select restaurants while the upper level is for home and lifestyle-oriented 
tenants, including Virgin Active. The centre is due to commence trading in 
Q2 2017.

6.6. During the period phase 1 construction commenced at the Loftus Park 
development in Pretoria. Loftus Park neighbours the iconic Loftus stadium. 
Phase 1 is mixed use comprising Offices (13 086m2), Retail (8 133m2), a 
Virgin Active Gym (3 475m2) and a 150 key hotel, all leading onto a 
landscaped and secure piazza. Phase 1 will be completed in Q1 2018. Phase 
2 of the development will be subject to tenant demand and comprises 
offices of 20 047m2. Pivotal holds a 50% undivided share in the 
development.

6.7. Building A (14 835m2), of the Hill on Empire development in
Parktown, is currently under construction and due for completion in Q2
2017. Hill on Empire is a 34 536m2 development in which Pivotal holds a
50% undivided share. Times Media Group has signed a 10-year lease for 
9 565m2 of building A.

6.8. The refurbishment of Wonderboom Junction commenced during the period 
with a completion date in Q4 2016. The refurbishment provides for the 
upgrade of the existing mall including new entrances, PV installation, 
gym relocation, new efficient parking layout and a refreshed restaurant 
and family area.

7. Interest in associate
During the previous period, Pivotal classified its 37.1% investment in 
Oando Wings Development Limited, which it holds through a 100% held subsidiary, 
SB Wings Limited, as held for sale due to a sale agreement between Pivotal 
and Mara Delta Property Holdings Limited (Mara Delta). During the current 
period ended 31 August 2016 the directors of Pivotal and Mara Delta, by 
mutual agreement between the parties, decided not to pursue the sale of 
Wings. The classification as held for sale was reversed and the investment 
in Oando Wings Development Limited was equity accounted in accordance with 
Pivotal's accounting policies. During the current period, there was a 
downward valuation of R234 million due to foreign exchange movements as 
well as deteriorating trading conditions in Nigeria that put pressure on 
leasing activity.

8. Mara Delta
Pivotal now holds 13 187 535 shares in Mara Delta, which represents an 
approximate 13.1% holding in Mara Delta. As at 31 August 2016 Pivotal's 
investment in Mara Delta, which is listed on the Stock Exchange of 
Mauritius, was valued at USD22.9 million.

9. Echo Polska Property B.V. (EPP)
Pivotal acquired approximately 6% of EPP for a consideration of
EUR31.15million. EPP listed on the JSE main board on 13 September 2016.
EPP has a high-quality portfolio of Polish commercial properties with 
attractive and secure yields, tenanted by a diverse range of primarily 
blue-chip global clients.

10. Interest-bearing liabilities and interest rate swaps
Pivotal currently has borrowings of R7.4 billion which represents gearing 
of 51.29% of the current property portfolio value. At 31 August 2016, 
the average cost of funding was 9.04% (31 August 2015: 9.34%) and 
interest rates have been fixed in respect of 81% of borrowings for an 
average period of 3.5 years. Pivotal has consistently applied its 
policy on fair value measurement in respect of derivatives and there 
has been no change in valuation techniques, nor have there been any 
transfers between level 1, level 2 and level 3 during the period 
under review.

11. Net asset value per share
The table below details the net asset value calculation per share:

                                   Aug 2016      Aug 2015       Feb 2016 
Group                                                      
Net asset value                                            
Total equity                  6 473 499 381 5 177 706 486  6 490 338 886 
Adjusted for:                                              
- Equity of preference                                     
share holders                    (9 523 017)  (15 163 287)    (9 523 017)
Total equity (net asset                                    
value) attributable to                                     
ordinary share holders        6 463 976 364 5 162 543 199  6 480 815 869 
Total number of ordinary                                   
shares in issue (adjusted                                  
for treasury shares)            328 297 321   298 850 823    327 679 771 
Net asset value per ordinary                               
share                                R19.69        R17.27         R19.78 
Reconciliation of net asset                                
value, excluding deferred                                  
tax, per ordinary share to                                 
total equity                                               
Total equity (net asset                                    
value) attributable to                                     
ordinary share holders        6 463 976 364 5 162 543 199  6 480 815 869 
Adjusted for:                                              
- Total deferred tax                                       
liability per note 6          1 074 260 469   693 907 529    960 585 014 
- Total deferred tax                                       
liability equity accounted                                 
and not included above           13 918 893             -     28 080 476 
Net asset value attributable                               
to ordinary share holders     7 552 155 726 5 856 450 728  7 469 481 359 
Total number of ordinary 
shares in issue (adjusted 
for treasury shares)            328 297 321   327 679 771   298 850 823
Net asset value per ordinary 
share (excluding deferred
tax)                                 R23.00        R22.80        R19.60

12. Changes in fair value
The portfolio, including investment properties and properties under 
development, was independently valued at 31 August 2016 which resulted 
in an increase in the portfolio value of R149.6 million. It is Pivotal's 
policy to value properties under development (including land) at cost until 
the fair value can be reliably measured, at which point the cost, plus 
the present value of the development margin is recognised on a
percentage completion basis. The recognition of fair value adjustments is
in line with the development spend S-curve, with a greater portion of 
development margin being recognised closer to completion of the development.

Key unobservable inputs used in determining property valuations are set 
out below:
                                                12-month
                                                 forward  Capitalisation 
Sector                                 Rate/m2 yield (%)        rate (%) 
Retail                                  17 204      7.99            7.70
Retail convenience                      18 412      8.13            8.18
Small regional/regional                 17 349      7.94            7.50
Office and industrial                   24 591      8.09            7.79
Offices - PTA/JHB                       25 011      8.08            7.83
Offices - CPT                           26 151      7.92            7.09
Industrial                               9 105      8.74            8.75
Total portfolio - Aug 2016              19 640      8.05            7.75
Total portfolio - Feb 2016              20 439      8.00            7.80

                                                                Weighted 
                                                                 average
                                                  reversionary  Discount  
                                                      rate (%)  rate (%) 
Sector
Retail                                                    8.40     13.44
Retail convenience                                        8.95     13.46
Small regional/regional                                   8.15     13.43
Office and industrial                                     8.48     13.45
Offices - PTA/JHB                                         8.50     13.44
Offices - CPT                                             7.75     13.50
Industrial                                                9.78     13.50
Total portfolio                                           8.45     13.44
Total portfolio - Feb 2016                                8.50     13.40

The property portfolio has been independently valued by Jones Lang LaSalle 
Proprietary Limited and Broll Valuation and Advisory Services Proprietary 
Limited, the Network Affiliate of CBRE Global.

13. Post balance sheet transactions
Shareholders are referred to the joint announcement published on SENS on
30 August 2016 in terms of which it was advised that the boards of Pivotal 
and Redefine Properties Limited (Redefine) have signed an implementation 
agreement setting out the terms and conditions upon which Redefine offered 
to acquire all of the Pivotal shares from Pivotal shareholders by way of a 
scheme of arrangement in terms of section 114 of the Companies Act, No. 71 
of 2008 to be proposed by the board of Pivotal between Pivotal and its 
shareholders (scheme). Shareholders are advised to consult the Pivotal 
scheme circular to be posted to shareholders on or about 31 October 2016 
for full details regarding the scheme as well as action required to be 
taken by shareholders in this regard.

14. Prospects
Notwithstanding the delivery to date of above average growth in net asset 
value, Pivotal's development focused business faces a number of
challenges in the current economic environment of stagnant growth 
and rising interest rates. Whilst Pivotal's income producing portfolio 
is expected to continue to perform satisfactorily, development activity 
and returns flowing there from will be under pressure in the short to
medium-term. Consequently, net asset value growth will be negatively 
impacted whilst the current economic conditions remain difficult.

As an alternative to the current development orientated structure of 
Pivotal, the Redefine transaction announced on 30 August 2016, offers 
Pivotal shareholders the opportunity to convert to a REIT structure and 
receive Redefine consideration shares and EPP settlement shares from which 
Pivotal shareholders will benefit due to bi-annual income distributions, 
exposure to hard currency earnings, enhanced liquidity as well as continued 
exposure to Pivotal's existing portfolio of A-grade properties.

These prospects have not been reviewed nor reported on by Pivotal's 
independent external auditors.

15. Basis of preparation and accounting policies
The summarised unaudited consolidated financial results for the period 
ended 31 August 2016 have been prepared in accordance with International 
Financial Reporting Standards (IFRS), the information required by 
IAS34: Interim Financial Reporting, the SAICA Financial Reporting Guides 
as issued by the Accounting Practices Committee, financial reporting 
pronouncements as issued by the Financial Reporting Standards Council, 
the requirements of the Companies Act of South Africa and the JSE Listings 
Requirements. The accounting policies are consistent, in all material 
respects, with those applied in prior periods, and are consistent with 
those applied in the previous annual financial statements for the year 
ended 29 February 2016.

Segmentation is based on the group's internal organisation and 
reporting to the entity's chief operating decision makers (EXCO). 
The reportable operating segments were identified based on the different 
sectors in which the entity operates, being retail and commercial. 
Other segments, including industrial assets and corporate costs, were 
aggregated in accordance with the guidelines set out in IFRS 8.

Segment results that are reported to EXCO include items directly 
attributable to a segment, as well as those that can be allocated 
on a reasonable basis.

16. Financial statements
These summarised unaudited financial results have not been reviewed nor 
reported on by the group's auditors. The results were approved by the 
Board of directors on 25 October 2016.

These results have been prepared under the supervision of the financial 
director, Aaron Suckerman (ACCA UK).

By order of the board

The Pivotal Fund Limited
31 October 2016

Directors: S Macozoma*#, A Dixon*# , C Ewing*#, MSB Neser*, DS Savage*, 
S Shaw-Taylor*, TS Sishuba*#, A Suckerman, JR van Niekerk, T Wixley*#.
*Non-executive #Independent

Registered office: Abcon House, Fairway Office Park, 52 Grosvenor Road, 
Bryanston, 2021

Postal address: PO Box 67663, Bryanston, 2021

Telephone: 011 510 9999

Website:  https://protect-za.mimecast.com/s/61YOB3imNmhb

VAT registration number: 431 022 9432

Tax reference number: 9395 691 158

Country of incorporation: Republic of South Africa

E-mail: admin@pivotalfund.co.za

Auditors: Grant Thornton South Africa

Commercial bankers: The Standard Bank of South Africa Limited 

Company secretary: Juba Statutory Services Proprietary Limited 

Sponsor: Java Capital

Transfer secretaries: Computershare Investor Services Proprietary
Limited

Property managers: Abreal Proprietary Limited

Date: 31/10/2016 11:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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