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RESILIENT REIT LIMITED - Condensed unaudited consolidated interim financial statements for the six months ended 31 December 2018

Release Date: 15/02/2019 17:25
Code(s): RES RES34 RES35 RES41 RES40 RES36 RES38     PDF:  
 
Wrap Text
Condensed unaudited consolidated interim financial statements for the six months ended 31 December 2018

Resilient Reit Limited
Incorporated in the Republic of South Africa
Reg no 2002/016851/06
JSE share code RES ISIN ZAE000209557 
Company code BIRPIF
("Resilient" or "the Company" or "the Group")
(Approved as a REIT by the JSE)

www.resilient.co.za

Condensed unaudited consolidated interim financial statements 
for the six months ended 31 December 2018

Directors' commentary

Nature of the business
Resilient is an internally asset managed Real Estate Investment Trust ("REIT") 
listed on the JSE Limited. Its strategy is to invest in dominant regional retail 
centres with a minimum of three anchor tenants and let predominantly to national 
retailers. A core competency is the successful development of new malls and 
extensions to existing malls.

Resilient also invests in listed and offshore property-related assets. 

Distributable earnings
The Board has declared a dividend of 263,66 cents per share for the interim 
period ended December 2018. The operational performance of the portfolio 
was sound. However, this dividend is not comparable to that of the prior 
interim period as a result of the distribution of Fortress B shares to 
Resilient shareholders in May 2018 and as a consequence there is no 
inclusion of any income relating to this investment in the period under 
review. If the effect of the Fortress B distribution in the comparative 
period is eliminated then the dividend for December 2018 only declined 
by 2,2%. In addition, for the December 2017 interim period, Resilient 
calculated its dividend to be declared by including the amount of interest 
earned on the loans it advanced to the Siyakha Trusts. This was in the 
context of the Siyakha Trusts having positive net asset values. For 
December 2018, when the Siyakha Trusts' total liabilities exceeded its 
total assets, Resilient calculated distributable earnings by recognising 
interest accrued on the loans advanced to the Siyakha Trusts only to the 
extent that the accrued interest was matched by dividends declared for 
the same period in respect of the shares held by the Siyakha Trusts.

Commentary on results

South Africa
The sales growth for the portfolio was 4,7% and was in line with the inflation 
rate for the comparable period. This is positive in light of the difficult 
economic environment.

The comparable sales growth per province is set out below (Limpopo Mall, 
excluding its taxi centre component, Mams Mall and The Crossing Mokopane 
were excluded as these were under development):

                                                Comparable      Percentage of
                                              sales growth      SA properties
                                                         %           by value
Mpumalanga                                             9,6               15,3
North West                                             9,2                5,8
KwaZulu-Natal                                          4,7               21,1
Limpopo                                                3,9               23,0
Northern Cape                                          3,8                6,4
Gauteng                                                2,2               25,0
Eastern Cape                                           0,3                3,4

Mpumalanga's outstanding performance was largely due to comparable sales growth
of 18,8% at I'langa Mall. The mall is fully let and has entrenched its 
dominant position in the province. Secunda Mall's 8,2% comparable sales growth
was also pleasing.

The strong performance in the North West can be attributed to Mahikeng Mall's
19,7% sales growth. This is the result of an improved tenant profile which
attracts shoppers from the traditional CBD.

Circus Triangle in the Eastern Cape, albeit a small contributor, was negatively
affected by a taxi dispute. This will be remedied by improved direct access to 
the mall from an adjacent taxi rank and the introduction of a second food 
anchor.

The Northern Cape's performance was disappointing despite a good performance at 
Village Mall Kathu where sales growth of 7,1% was recorded. This is due to the 
subdued economic activity in Kimberley, where Diamond Pavilion only grew by 
1,3%. Continued good sales growth is expected in Kathu on the back of 
increased demand and high prices achieved for iron ore.

Resilient actively assesses the tenant profile and mix within each of its 
centres. On average, expiring leases with tenants that remained in occupation 
were renewed at a 1,3% increase on expiring rentals whilst leases concluded 
with new tenants were 6,3% higher than the rentals of the outgoing tenants.

Property acquisitions and extensions
Resilient increased its interest in Mahikeng Mall from 85% to 90% at a yield 
of 8,25% effective from July 2018.

The extension to The Crossing Mokopane was completed in November 2018 at a cost 
of R80,9 million and at a yield of 8,5%. The Checkers, Woolworths and Truworths 
stores were expanded; Sportscene, Cross Trainer, Skipper Bar and Side Step were 
introduced and a multi-level parking facility was constructed. This has 
favourably impacted on retail sales of the entire centre and reinforced its 
dominant position in the greater Mokopane.

The 56 000m2 GLA extension to Mams Mall opened on schedule in November 2018. 
A number of new tenants including Woolworths and Planet Fitness are in the 
process of fit-out and are not yet open for trading. Despite this, the 
footfall and trading figures are in line with projections. Construction of 
a free-standing Builders Superstore adjacent to the mall has commenced. 
New residential construction in the surrounding catchment area continues 
at a rapid pace which bodes well for the future of the mall.

The final portion of land required for the extension of Irene Village Mall 
has been transferred. The local authority has served notices on land owners 
affected by the planned substantial improvement to the road network in the 
area. These upgrades will significantly improve access to the mall. The 
Board is awaiting clarity on Edcon's financial position prior to approving 
the extension to the mall.

Substantial progress was achieved with Resilient's solar photovoltaic 
installation roll-out. The installations at Brits Mall, Diamond Pavilion 
and Mams Mall were completed and are online. The installations at Galleria 
Mall, I'langa Mall and Village Mall Kathu commenced and will be online by 
June 2019.

Vacancies
Resilient owns 28 retail centres with a GLA of 1,17 million square metres. 
The portfolio was 1,8% (Resilient's pro rata share) vacant at December 2018. 
Mams Mall (50% owned) had a vacancy of 10,9% at the interim reporting period 
end that has since reduced to 6,7%.The current portfolio vacancy is therefore
1,6%.

Edcon
Resilient previously agreed to the closure of the six free-standing Boardmans 
stores in the portfolio and also to the reduction of the three Jet Mart 
stores to the smaller Jet format. This reduced the exposure to Edcon to 6,4% 
(Edgars 3,5%, Jet 1,9%) of contractual rental income at December 2018. The Jet,
CNA and Red Square stores continue to trade well. The exposure to Edgars 
remains a concern. With the low vacancies at Resilient's malls, space that 
becomes available could be re-let. This will, however, result in periods of
lost income and additional redevelopment and fit-out costs.

Nigeria
Resilient owns 60,94% of Resilient Africa in partnership with Shoprite Checkers. 
Resilient Africa, together with local partners, owns Asaba Mall, Delta Mall, 
Owerri Mall and a well-located property with retail rights in Port Harcourt. 
Vacancies in the malls have reduced from 6,3% at June 2018 to 5,0% at 
December 2018.

The Nigerian economy grew by 1,9% in 2018 which supported increased footfall 
and growth in retail sales.

National elections are due to be held in February 2019 and will probably result 
in a period of uncertainty until there is clarity on the new government and 
its policies. The International Monetary Fund ("IMF") forecasts GDP growth of 
2,3% for the 2019 calendar year.

Listed portfolio

Resilient
                                 Dec 2018                     Jun 2018
                          Number of   Fair value       Number of    Fair value
                             shares        R'000          shares         R'000
Fortress B (FFB)#                              -       5 309 515        79 908
NEPI Rockcastle (NRP)    74 964 444    8 470 982      75 140 000     9 201 644
                                       8 470 982                     9 281 552
Lighthouse (LTE)*       102 618 098      810 683   2 052 361 996     2 709 119
                                       9 281 665                    11 990 671

# The remaining Fortress B position was sold during the period.
* During this interim period Lighthouse Capital (previously Greenbay Properties) 
returned capital to its shareholders and effected a share consolidation at a 
ratio of 1 for 20. Lighthouse was treated as an associate (equity accounted). 
The investment was impaired as its carrying value exceeded its recoverable 
amount.

The Siyakha Trusts
                                 Dec 2018                     Jun 2018
                          Number of   Fair value       Number of    Fair value
                             shares        R'000          shares         R'000
Fortress A (FFA)            947 525       17 273         947 525        14 592
Fortress B (FFB)        135 870 288    1 970 119     135 870 288     2 044 848
                                       1 987 392                     2 059 440
Resilient (RES)*         52 182 504    2 974 403      52 182 504     2 935 266
                                       4 961 795                     4 994 706
*Shares are held in treasury.

Broad-based black economic empowerment ("B-BBEE")
A circular dealing with the restructuring of the Siyakha Trusts to achieve 
separate B-BBEE ownership vehicles for Resilient and Fortress is being 
prepared. The restructuring is expected to be finalised by June 2019.

Changes to the board
Bryan Hopkins retires from the Board on 15 February 2019. The Board expresses 
its gratitude for his many years of hard work, particularly 
over the past 14 months. Following Bryan Hopkins' retirement, David Brown has 
been appointed chairman of the audit committee.

Stuart Bird, the previous CEO of Mr Price Group, has joined the Board as 
an independent non-executive director effective from 1 February 2019.

Financial commentary

Loan-to-value ratio, funding and facilities
Following the receipt of the proceeds from the disposal of the Portuguese 
assets of R1,1 billion and R2,1 billion received as a return of capital from 
Lighthouse, Resilient repaid R915 million of notes under its DMTN programme 
and R778 million of bank facilities.

The remaining funds were deposited into the Group's access facilities.

Resilient reduced cross-currency swaps by EUR42 million, being the pro rata 
share of Euro denominated debt, following the return of capital from Lighthouse. 
The loan-to-value ratio of the Group was 25,7% at December 2018. This ratio is 
based on the management accounts and excludes the debt of the Siyakha Trusts 
owed to Fortress for which there is no recourse to Resilient.

To date, 3 920 125 Resilient shares were acquired through the open market 
at an average price of R54,23 and are held in treasury.

Resilient has secured a new R570 million bank facility with direct property 
as collateral. The Company's underlying business remains sound and the Board 
is confident that it will be able to successfully renew expiring facilities.

Facility                             Amount                            Average
expiry                             'million                             margin
South Africa
Jun 2019                               R874                3-month Jibar+1,46% 
Jun 2020                             R4 554                3-month Jibar+1,66% 
Jun 2021                             R2 155                3-month Jibar+1,94% 
Jun 2022                             R3 148                3-month Jibar+1,89% 
Jun 2023                             R1 241                3-month Jibar+1,69% 
Jun 2024                               R270                3-month Jibar+1,80%
                                    R12 242                3-month Jibar+1,76%
Nigeria
Mar 2024                              USD45              90-day US Libor+6,25%

All facilities represent Resilient's proportionate share.

The funding in Nigeria is secured by the respective investment properties 
and there is no recourse to Resilient's South African balance sheet.

Interest rate derivatives
The following interest rate derivatives are in place in mitigation of 
South African interest rate risk:

Interest rate                        Amount                            Average
swap expiry                       R'million                        swap rate %
Jun 2020                                300                               6,15
Jun 2021                              1 000                               7,68
Jun 2022                                300                               8,08
Jun 2023                                100                               7,91
Jun 2024                                500                               7,78
Jun 2025                                100                               7,78
                                      2 300                               7,57

Interest rate                        Amount                            Average
cap expiry                        R'million                         cap rate %
Jun 2020                                300                               7,54
Jun 2021                                300                               7,92
Jun 2023                                500                               7,77
Jun 2024                              1 100                               7,98
Jun 2027                                500                               8,22
Jun 2028                                500                               7,92
                                      3 200                               7,93

The all-in weighted average cost of funding of Resilient was 9,00% at 
December 2018 and the average hedge term was 4,1 years.

The following interest rate derivatives are in place in mitigation of foreign 
interest rate risk:

                                 Amount       Average       Amount     Average
Interest rate cap expiry        EUR'000    cap rate %      USD'000  cap rate %
Jun 2022                         67 500          0,39
Jun 2023                         67 500          0,52       22 000        2,42
Jun 2024                         42 500          0,39
Jun 2025                         22 500          0,48
                                200 000          0,44       22 000        2,42


                                                      Offshoare 
                                                      listed in
Exposure to                        South Africa    South Africa        Nigeria
variable interest rates                    '000            '000           '000
Interest-bearing borrowings          R9 970 617
Currency derivatives                (R3 595 263)     R3 595 263
Foreign denominated debt              (R394 327)                      R394 327
Loans to co-owners                    (R593 184) 
Tenant loans advanced                  (R27 110)
Cash and cash equivalents             (R639 160)                      (R10 047)
Capital commitments contracted for     R244 553
Capital commitments approved            R27 000
                                     R4 993 126      R3 595 263       R384 280
Exchange rate                                             16,27          14,35
Exposure                             R4 993 126      EUR220 975      USD26 779
Interest rate derivatives
- swaps/caps                         R5 500 000      EUR200 000      USD22 000
Percentage hedged                     110,2% (R)     90,5% (EUR)    82,2% (USD)

Currency derivatives

Balance sheet hedging
The Board's policy is to use cross-currency swaps to mitigate exposure to 
foreign currency risk on its investments in Lighthouse and NEPI Rockcastle. 
This has the effect of obtaining funding in currencies similar to that of the 
underlying foreign investments. At December 2018, cross-currency swaps 
totalled EUR221 million at an exchange rate of R16,27 against investments 
of EUR564 million.

Income hedging
Foreign income is hedged in line with the following policy:
- Hedge 100% of the income projected to be received in the following 12 months;
- Hedge 67% of the income projected to be received in months 13 to 24; and
- Hedge 33% of the income projected to be received in months 25 to 36.

In line with this policy, the following hedges are currently in place:

                                                          NEPI
                                Lighthouse          Rockcastle         Nigeria
Forward rate against R                 EUR                 EUR             USD
Jun 2019                            R18,91              R18,28          R14,37
Dec 2019                            R18,89              R17,85          R14,39
Jun 2020                            R20,12              R18,85          R15,05
Dec 2020                            R19,79              R19,05          R14,23
Jun 2021                            R22,91              R20,27          R15,77

Due to the volatility in the exchange rates, 33% of the income projected to be 
received for each of December 2020 and December 2021 has not yet been hedged.

Summary of financial performance

                                 Dec           Jun           Dec           Jun
                                2018          2018          2017          2017
Dividend (cents 
per share)                    263,66        258,98        306,46        297,07
Shares in issue 
for IFRS                 368 851 371   371 536 240   371 771 496   352 056 149
Shares held 
in treasury:
Resilient Properties       3 920 125     1 235 256             -             - 
Shares held 
in treasury:
the Siyakha Trusts        52 182 504    52 182 504    53 182 504    49 204 060
Shares in issue 
and used for 
dividend per share
calculation              424 954 000   424 954 000   424 954 000   401 260 209
Management account 
information
Net asset value 
per share                     R64,65*       R66,18*      R105,35        R89,44
Loan-to-value ratio (%)**       25,7          30,1          20,1          24,8
Net property expense 
ratio (%)                       17,4          16,8          18,5          15,4
Gross property 
expense ratio (%)               36,1          35,0          36,1          35,6
Net total expense ratio (%)     16,1          15,9          15,5          13,7
Gross total expense 
ratio (%)                       30,9          29,3          28,5          28,1
IFRS accounting
Net asset value per share     R59,42        R61,49       R106,75        R81,38

* The Group's claims against the Siyakha Trusts exceed the value of the shares 
held as collateral. Under these circumstances, for calculating the net asset 
value per Resilient share, the total equity attributable to equity holders 
should be reduced by the loans the Group advanced to the Siyakha Trusts. The 
shares held by the Siyakha Trusts should then be ignored in the calculation. 
** The loan-to-value ratio is calculated by dividing total interest-bearing 
borrowings adjusted for cash on hand by the total of investments in property, 
listed securities and loans advanced. 

The loan-to-value ratio for the Group's Euro debt was 39,2% and for its 
US Dollar debt 48,7% at December 2018.

Special committee feedback
The Board believes that it has done everything reasonable within its power to 
investigate allegations of wrongdoing by the Company, its employees and 
directors. To date, no allegations have been substantiated by third parties 
and our own independent investigations have not revealed any wrongdoing on the 
part of the Company, its employees and directors. For more detail on the special 
committee's feedback refer to the SENS announcement of 13 December 2018 which 
is available on our website. We will continue to assist and support the 
Financial Sector Conduct Authority ("FSCA") and look forward to the swift 
conclusion of their investigation.

Prospects
Resilient is in the fortunate position of having a conservatively geared 
balance sheet with a predominantly strong corporate tenant profile. After 
a long bull market, global property markets have entered a period of greater 
uncertainty and decreased liquidity. Property markets are cyclical and Resilient 
is well-positioned to take advantage of opportunities that may arise.

Economic conditions in South Africa remain challenging. As a result, Resilient's 
distribution is forecast to be between 530 and 550 cents per share for the 
2019 financial year.

The forecast is based on the assumptions that there is no material deterioration 
of the macro-economic environment, that no major corporate failures will occur 
and that tenants will be able to absorb the recovery of rising utility costs 
and municipal rates. The forecast also assumes that Lighthouse and NEPI 
Rockcastle will achieve distributions in line with market expectations. 
This forecast and prospects have not been audited, reviewed or reported on 
by Resilient's auditor.

By order of the Board

Alan Olivier            Des de Beer                 Nick Hanekom
Chairman                Chief executive officer     Chief financial officer

Johannesburg
14 February 2019


Condensed consolidated statement of financial position

                                     Unaudited         Audited        Restated
                                      Dec 2018        Jun 2018        Dec 2017
                                         R'000           R'000           R'000
Assets
Non-current assets                  36 239 542      38 678 611      58 467 513
Investment property                 23 722 813      22 838 483      21 719 718
Straight-lining of rental 
revenue adjustment                     440 463         395 407         379 515
Investment property under 
development                            415 561         796 582         761 508
Investment in and loans to 
associate and joint venture            810 683       2 709 119       3 980 363
Investments                         10 458 374      11 340 992      30 501 125
Staff incentive loans                   39 188         184 657         557 373
Loans to co-owners                     147 066         140 124         250 497
Other financial assets                 159 172         222 302         269 377
Other assets                            46 222          50 945          48 037
Current assets                       1 475 288         950 960       1 366 047
Staff incentive loans                    2 022           5 461          16 297
Loans to co-owners                     447 419         182 537               - 
Trade and other receivables            274 182         183 349         225 696
Hammerson equity derivative                  -               -          68 860
Other financial assets                  70 114          49 958         536 695
Other assets                            20 967          19 616           7 880
Cash and cash equivalents              660 584         510 039         510 619
Non-current asset held for sale              -       1 063 057               -
Total assets                        37 714 830      40 692 628      59 833 560
Equity and liabilities
Total equity attributable 
to equity holders                   21 917 564      22 845 898      39 687 245
Stated capital                      13 822 359      13 822 359      16 504 668
Treasury shares                     (4 508 341)     (4 363 737)     (4 398 919) 
Currency translation reserve           204 996         115 481          44 624
Reserves                            12 398 550      13 271 795      27 536 872
Non-controlling interests               69 211          52 761          54 873
Total equity                        21 986 775      22 898 659      39 742 118
Total liabilities                   15 728 055      17 793 969      20 091 442
Non-current liabilities             12 607 505      14 754 431      17 971 113
Interest-bearing borrowings         11 502 861      13 703 284      15 992 402
Other financial liabilities             28 462          40 742          77 776
Deferred tax                            99 621          22 917         939 508
Amounts owing to non-controlling
shareholders                           976 561         987 488         961 427
Current liabilities                  3 120 550       3 039 538       2 120 329
Trade and other payables               362 735         390 680         390 283
Other financial liabilities             64 600         374 156          14 812
Other liabilities                       46 210          36 780          11 427
Income tax payable                         417          20 406               - 
Interest-bearing borrowings          2 646 588       2 217 516       1 703 807
Total equity and liabilities        37 714 830      40 692 628      59 833 560

Condensed consolidated statement of comprehensive income 

                                     Unaudited         Audited        Restated
                                       for the         for the         for the
                                    six months            year      six months
                                         ended           ended           ended
                                      Dec 2018        Jun 2018        Dec 2017
                                         R'000           R'000           R'000
Income statement
Recoveries and contractual 
rental revenue                       1 389 081       2 620 104       1 292 063
Straight-lining of rental 
revenue adjustment                      44 560          41 683          26 684
Revenue from direct property 
operations                           1 433 641       2 661 787       1 318 747
Revenue from investments               480 910       1 205 117         641 115
Total revenue                        1 914 551       3 866 904       1 959 862
Fair value (loss)/gain on 
investment property, 
investments and derivative
financial instruments                 (749 133)     (8 652 225)      5 574 091
Fair value gain on 
investment property                          -         745 274               -
Adjustment resulting from 
straight-lining
of rental revenue                      (44 560)        (41 683)        (26 684) 
Fair value (loss)/gain 
on investments                        (776 651)     (9 266 220)      5 416 313
Fair value gain/(loss) 
on currency
derivatives                            123 039        (107 557)        185 359
Fair value (loss)/gain 
on interest rate
derivatives                            (50 961)         17 961            (897) 
Property operating expenses           (508 064)       (931 041)       (472 543) 
Administrative expenses                (52 592)       (153 279)        (60 127) 
Foreign exchange (loss)/gain           (20 022)         76 386         (36 558) 
Profit on sale of interest 
in associate                                 -       3 538 393       3 538 393
Profit on sale of Locaviseu             17 818               -               -
Donations received by The Siyakha 1
Education Trust                              -          16 000               - 
Impairment of investment 
in associate                           (19 495)       (126 419)              -
Impairment of staff incentive 
loans receivable                       (20 956)        (72 685)              - 
Impairment of loans receivable               -         (33 876)              -
Amortisation of interest 
rate cap premiums                       (4 723)         (6 972)              -
Income/(loss) from associate 
and joint venture                      256 706        (179 466)         (5 036)
- distributable                         86 579         237 229         108 569
- non-distributable                    170 127        (416 695)       (113 605) 
Profit/(loss) before net 
finance costs                          814 090      (2 658 280)     10 498 082
Net finance costs                     (639 017)     (1 513 761)       (802 748) 
Finance income                          40 667          86 652          39 695
Interest received: 
loans and cash balances                 40 667          86 652          39 695
Finance costs                         (679 684)     (1 600 413)       (842 443) 
Interest on borrowings                (709 710)     (1 655 891)       (871 124)
Capitalised interest                    30 026          55 478          28 681
Profit/(loss) before income tax        175 073      (4 172 041)      9 695 334
Income tax                             (91 600)        866 648         (27 781) 
Profit/(loss) for the period            83 473      (3 305 393)      9 667 553
Other comprehensive 
income/(loss) net of tax
Items that may subsequently 
be reclassified to profit or loss
Exchange differences realised on 
disposal of Locaviseu                   (4 637)              -               -
Exchange differences on 
translation of foreign operations      124 847         (21 215)         (9 789) 
Total comprehensive 
income/(loss) for the period           203 683      (3 326 608)      9 657 764
Profit/(loss) for the period 
attributable to:
Equity holders of the Company           61 354      (3 320 347)      9 667 805
Non-controlling interests               22 119          14 954            (252)
                                        83 473      (3 305 393)      9 667 553
Total comprehensive income/(loss) 
for the period attributable to:
Equity holders of the Company          176 824      (3 346 165)      9 665 250
Non-controlling interests               26 859          19 557          (7 486)
                                       203 683      (3 326 608)      9 657 764
Basic earnings/(loss) 
per share (cents)                        16,57         (900,37)       2 645,73

Resilient has no dilutionary instruments in issue.

Condensed consolidated statement of cash flows

                                     Unaudited         Audited        Restated
                                       for the         for the         for the
                                    six months            year      six months
                                         ended           ended           ended
                                      Dec 2018        Jun 2018        Dec 2017
                                         R'000           R'000           R'000
Operating activities
Cash generated from operations       1 273 072       2 689 320       1 011 009
Interest paid                         (616 084)     (1 659 285)       (871 124) 
Dividends paid                        (960 518)     (2 296 325)     (1 127 822) 
Income tax paid                        (34 885)         (1 756)              - 
Cash outflow from 
operating activities                  (338 415)     (1 268 046)       (987 937) 
Investing activities
Development and improvement 
of investment property                (407 258)       (714 840)       (289 092) 
Acquisition of investment property     (77 694)              -               -
Increase of interest in associate            -        (942 859)       (788 035) 
Return of capital by associate       2 134 702               -               - 
Loans to joint venture repaid                -               -           1 701
Loans to joint venture advanced              -         (21 714)              - 
Acquisition of interest in 
joint venture                                -         (22 806)              - 
Share purchase trust loans advanced          -        (100 459)              - 
Share purchase trust loans repaid      124 553         450 286          54 179
Co-owner loans advanced               (271 824)       (110 165)        (38 001) 
Tenant loans repaid/(advanced)           5 585         (33 245)         (2 479) 
Acquisition of investments                   -        (370 547)       (285 840) 
Proceeds on disposal 
of investments                         105 967       2 489 911         517 253
Proceeds on disposal 
of Locaviseu                         1 063 258               -               - 
Cash flow on Hammerson 
equity derivative                            -          21 647          45 447
Interest received                       44 066         101 871          39 695
Cash flow on currency derivatives     (206 397)        187 345        (449 474) 
Cash flow on interest 
rate derivatives                        (5 972)       (134 361)        (65 126) 
Cash inflow/(outflow) 
from investing activities            2 508 986         800 064      (1 259 772) 
Financing activities
Decrease in interest-bearing 
borrowings                          (1 864 977)     (2 305 590)       (533 575)
Acquisition of additional 
interest in subsidiaries               (10 445)        (34 356)        (34 356) 
Proceeds on disposal of 
treasury shares                              -          69 671           9 979
Acquisition of treasury shares        (144 604)       (341 176)       (273 192) 
Raising of stated capital                    -       2 733 706       2 733 706
Cash (outflow)/inflow 
from financing activities           (2 020 026)        122 255       1 902 562
Increase/(decrease) in 
cash and cash equivalents              150 545        (345 727)       (345 147)
Cash and cash equivalents 
at the beginning of the period         510 039         855 766         855 766
Cash and cash equivalents 
at the end of the period               660 584         510 039         510 619
Cash and cash equivalents 
consist of:
Current accounts                       660 584         510 039         510 619

Cash flow from investing activities includes the following items available 
for distribution: net interest received on interest rate derivatives and 
cross-currency swaps of R139 million, interest received on loans and cash 
balances of R44 million and realised profits on forward exchange contracts 
of R57 million. Trade and other receivables include dividends of R87 million 
from Lighthouse that were received on 7 January 2019.

Condensed consolidated statement of changes in equity

                                                                      Currency
                                        Stated        Treasury     translation
                                       capital          shares         reserve
Unaudited                                R'000           R'000           R'000
Balance at Jun 2017                 13 521 054      (3 881 621)         59 380
Issue of shares                      2 983 614
Resilient shares held by 
the Siyakha Trusts                                    (517 298)
Acquisition of additional 
interest in subsidiaries
Exchange differences realised on
disposal of associate                                                    6 346
Exchange differences on 
translation of
foreign operations                                                      (2 555)
Profit/(loss) for the period
Dividend paid
Transfer to currency 
translation reserve                                                    (18 547)
Balance at Dec 2017                 16 504 668      (4 398 919)         44 624
Resilient shares held by 
the Siyakha Trusts                                     103 166
Shares acquired and held 
in treasury                                            (67 984) 
Distribution of Fortress 
B shares as a
return of capital                   (2 682 309)
Equity contributed by 
non-controlling shareholders
Exchange differences 
on translation of
foreign operations                                                     (23 263) 
(Loss)/profit for the period
Dividend paid
Transfer to currency 
translation reserve                                                     94 120
Balance at Jun 2018                 13 822 359      (4 363 737)        115 481
Shares acquired and held 
in treasury                                           (144 604)
Acquisition of additional 
interest in subsidiaries
Exchange differences 
realised on
disposal of Locaviseu                                                   (4 637)
Exchange differences 
on translation of
foreign operations                                                     120 107
Profit for the period
Dividend paid
Transfer to currency 
translation reserve                                                    (25 955) 
Balance at Dec 2018                 13 822 359      (4 508 341)        204 996


                                              Equity
                                              attri-
                                             butable         Non- 
                                           to equity  controlling        Total
                              Reserves       holders    interests       equity
Unaudited                        R'000         R'000        R'000        R'000
Balance at Jun 2017         18 950 569    28 649 382      120 311   28 769 693
Issue of shares                            2 983 614                 2 983 614
Resilient shares held 
by the Siyakha Trusts            4 177      (513 121)                 (513 121)
Acquisition of additional
interest in subsidiaries            (8)           (8)     (34 348)     (34 356)
Exchange differences 
realised on disposal 
of associate                                   6 346                     6 346
Exchange differences 
on translation of 
foreign operations                            (2 555)      (7 234)      (9 789)
Profit/(loss) for 
the period                   9 667 805     9 667 805         (252)   9 667 553
Dividend paid               (1 104 218)   (1 104 218)     (23 604)  (1 127 822) 
Transfer to currency
translation reserve             18 547             -                         - 
Balance at Dec 2017         27 536 872    39 687 245       54 873   39 742 118
Resilient shares held 
by the Siyakha Trusts          (43 474)       59 692                    59 692
Shares acquired and 
held in treasury                             (67 984)                  (67 984)
Distribution of 
Fortress B shares 
as a return of capital                    (2 682 309)               (2 682 309)
Equity contributed by 
non-controlling 
shareholders                                                   17           17
Exchange differences 
on translation of 
foreign operations                           (23 263)      11 837      (11 426) 
(Loss)/profit for 
the period                 (12 988 152)  (12 988 152)      15 206  (12 972 946)
Dividend paid               (1 139 331)   (1 139 331)     (29 172)  (1 168 503) 
Transfer to currency
translation reserve            (94 120)            -                         - 
Balance at Jun 2018         13 271 795    22 845 898       52 761   22 898 659
Shares acquired and 
held in treasury                            (144 604)                 (144 604)
Acquisition of additional
interest in subsidiaries           (36)          (36)     (10 409)     (10 445)
Exchange differences 
realised on disposal 
of Locaviseu                                  (4 637)                   (4 637)
Exchange differences 
on translation of 
foreign operations                           120 107        4 740      124 847
Profit for the period           61 354        61 354       22 119       83 473
Dividend paid                 (960 518)     (960 518)                 (960 518) 
Transfer to currency
translation reserve             25 955             -                         -
Balance at Dec 2018         12 398 550    21 917 564       69 211   21 986 775


Notes
1. Preparation and accounting policies
The condensed unaudited consolidated interim financial statements have been 
prepared in accordance with and contain the information required by IAS 34: 
Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by 
the Accounting Practices Committee and Financial Reporting Pronouncements as 
issued by the Financial Reporting Standards Council, the JSE Limited Listings 
Requirements and the requirements of the Companies Act of South Africa. This 
report complies with the SA REIT Association Best Practice Recommendations. 
This report was compiled under the supervision of Nick Hanekom CA(SA), the 
chief financial officer.

The accounting policies applied in the preparation of the condensed 
consolidated interim financial statements are consistent with the accounting 
policies applied in the preparation of the previous consolidated financial 
statements, with the exception of the adoption of new and revised standards 
which became effective during the period.

The Group's investment properties are valued internally by the directors 
at interim reporting periods and externally by an independent valuer for 
year-end reporting. In terms of IAS 40: Investment Property and IFRS 7: 
Financial Instruments: Disclosure, investment properties are measured at 
fair value and are categorised as level 3 investments.

The revaluation of investment property requires judgement in the 
determination of future cash flows from leases and an appropriate 
capitalisation rate which varies between 7,3% and 9,3%.

Changes in the capitalisation rate attributable to changes in market 
conditions can have a significant impact on property valuations. A 25 
basis points increase in the capitalisation rate will decrease the value 
of investment property by R714,2 million. A 25 basis points decrease 
in the capitalisation rate will increase the value of investment 
property by R760,1 million. A 1% increase in vacancy for a full year 
will decrease the value of investment property by R295,5 million. 
A change in the assumption on maintenance cost will not have a 
significant impact on the fair value of investment property.

In terms of IFRS 9: Financial Instruments and IFRS 7, the Group's 
currency and interest rate derivatives are measured at fair value 
through profit or loss and are categorised as level 2 investments. 
In terms of IFRS 9, investments are measured at fair value being 
the quoted closing price at the reporting date and are categorised 
as level 1 investments.

There were no transfers between levels 1, 2 and 3 during the period. 
The valuation methods applied are consistent with those applied in 
preparing the previous consolidated financial statements.

The directors are not aware of any matters or circumstances arising 
subsequent to December 2018 that require any additional disclosure or 
adjustment to the financial statements.

The condensed consolidated interim financial statements have not 
been audited or reviewed by Resilient's auditor.

2. Lease expiry profile                                               Based on
                                           Based on                contractual
                                      rentable area             rental revenue
Lease expiry: South Africa                        %                          %
Vacant                                          1,8
Jun 2019                                        9,7                       11,1
Jun 2020                                       14,1                       17,3
Jun 2021                                       17,7                       20,0
Jun 2022                                       12,7                       14,6
Jun 2023                                       14,4                       15,5
> Jun 2023                                     29,6                       21,5
                                              100,0                      100,0

3. Segmental analysis
                                     Unaudited         Audited        Restated
                                       for the         for the         for the
                                    six months            year      six months
                                         ended           ended           ended
                                      Dec 2018        Jun 2018        Dec 2017
                                         R'000           R'000           R'000
Total assets
Retail: South Africa                23 380 380      22 889 442      21 672 845
Retail: Nigeria                      1 392 499       1 320 299       1 287 291
Retail: Portugal                             -       1 063 057         882 283
Corporate: South Africa             12 930 925      15 397 480      35 978 916
Corporate: Nigeria                      11 026          22 350          12 225
                                    37 714 830      40 692 628      59 833 560
Total liabilities
Retail: South Africa                   310 295         279 275         254 969
Retail: Nigeria                         31 689          25 320          23 222
Corporate: South Africa             14 236 514      16 384 819      18 781 830
Corporate: Nigeria                   1 149 557       1 104 555       1 031 421
                                    15 728 055      17 793 969      20 091 442
Total revenue
Revenue from direct 
property operations
Retail: South Africa                 1 353 845       2 529 296       1 251 170
Retail: Nigeria                         79 796         132 491          67 577
Revenue from investments
Corporate: South Africa                473 729       1 205 117         641 115
Revenue from non-current 
asset held for sale
Retail: Portugal                         7 181               -               -
                                     1 914 551       3 866 904       1 959 862
Profit/(loss) for the period
Retail: South Africa                   837 744       2 476 050         794 679
Retail: Nigeria                         43 273         (41 788)         33 253
Retail: Portugal                        24 999         116 727          27 549
Corporate: South Africa               (770 773)     (5 745 435)      8 903 875
Corporate: Nigeria                     (51 770)       (110 947)        (91 803)
                                        83 473      (3 305 393)      9 667 553


                                     Unaudited         Audited        Restated
                                       for the         for the         for the
                                    six months            year      six months
                                         ended           ended           ended
Reconciliation of profit/(loss)       Dec 2018        Jun 2018        Dec 2017
for the period to dividend declared      R'000           R'000           R'000
Profit/(loss) for the period            83 473      (3 305 393)      9 667 553
Fair value gain on investment
property                                     -        (745 274)              -
Fair value loss/(gain) on
investments                            776 651       9 266 220      (5 416 313)
Fair value (gain)/loss on currency
derivatives                           (123 039)        107 557        (185 359) 
Realised gain: forward exchange
contracts                               57 286         129 129          59 957
Interest received: cross-currency
swaps                                  145 286         314 008         142 717
Fair value loss/(gain) on interest
rate derivatives                        50 961         (17 961)         (6 400) 
Interest received: interest rate
derivatives                              1 259           5 816               -
Interest paid: interest rate
derivatives                             (7 231)        (23 681)         (1 913) 
Foreign exchange loss/(gain)            20 022         (76 386)         36 558
Profit on sale of interest in
associate                                    -      (3 538 393)     (3 538 393) 
Profit on sale of Locaviseu            (17 818)              -               - 
Impairment of investment in
associate                               19 495         126 419               -
Impairment of loans receivable               -          33 876               -
Non-distributable (gain)/loss 
from associates                       (170 127)        416 695         113 605
Income tax                              91 600        (866 648)         27 781
Non-controlling interests              (15 169)        (31 366)        (11 865) 
Antecedent dividend                     (3 585)         22 381          25 449
Income hedging adjustment of
Nigeria and Portugal performance        (1 089)          5 391            (989) 
Termination of interest rate
derivatives                                  -         (14 354)              -
Dividends accrued                      (48 037)        (95 285)        (20 531) 
Amount available for distribution
under best practice                    859 938       1 712 751         891 857
Effect of consolidating the
Siyakha Trusts*                        235 518         493 323         247 474
- relating to Resilient                131 008         256 029         134 546
- relating to Fortress                 104 510         237 294         112 928
Adjustment for revised 
distributable earnings relating
to the Siyakha Trusts                 (122 942)       (104 538)              -
Reverse interest received on 
the loans to the Siyakha Trusts 
(Jun 2018: during the second 
half of the year)                     (267 067)       (211 680)
Dividends to be received by the
Siyakha Trusts on shares pledged
to Resilient                           144 125         141 795
Interest on borrowings to effect
Siyakha restructuring                                  (34 653)
Dividend declared                     (972 514)     (2 101 536)      (1 139 331) 
Dividend declared - interim           (972 514)     (1 139 331)      (1 139 331)
- total share register              (1 120 434)     (1 302 314)      (1 302 314)
- shares held in treasury:
Resilient Properties                    10 336               -                -
- shares held in treasury: the
Siyakha Trusts                         137 584         162 983          162 983
Dividend declared - final                             (962 205)
- total share register                              (1 100 546)
- shares held in treasury:
Resilient Properties                                     3 199
- shares held in treasury: the
Siyakha Trusts                                         135 142
                                             -               -                -
* This is the amount by which the expenses of the Siyakha Trusts exceeded the 
dividends it received during the period.

                                     Unaudited         Audited        Restated
                                       for the         for the         for the
                                    six months            year      six months
                                         ended           ended           ended
                                      Dec 2018        Jun 2018        Dec 2017
                                         R'000           R'000           R'000
Reconciliation of profit/(loss) 
for the period to headline earnings
Basic earnings/(loss) -
profit/(loss) for the period
attributable to equity holders          61 354      (3 320 347)      9 667 805
Adjusted for:                           40 158      (4 115 565)     (3 513 775)
- fair value loss/(gain) on
investment property                     43 118        (703 591)         26 684
- profit on sale of interest in
associate                                    -      (3 538 393)     (3 538 393)
- profit on sale of Locaviseu          (17 818)              -               -
- impairment of investment in
associate                               19 495         126 419               -
- exchange differences realised 
on disposal of joint venture and
associate                               (4 637)              -           6 346
- income tax effect                          -               -          (8 412) 
Headline earnings/(loss)               101 512      (7 435 912)      6 154 030
Headline earnings/(loss) 
per share (cents)                        27,42       (2 016,38)       1 684,14

Basic earnings per share and headline earnings per share are based on the 
weighted average of 370 211 202(Jun 2018: 368 775 538; Dec 2017: 365 411 122) 
shares in issue during the period.

Resilient has no dilutionary instruments in issue.

4. Restatement of december 2017 financial statements
In line with the June 2018 annual financial statements, the following 
restatements are noted in respect of the December 2017 comparative information:

Trade and other receivables and trade and other payables
Balances included in trade and other receivables and trade and other payables 
were reclassified. The intention was to separately disclose derivative balances 
and loans advanced in a category called other financial assets/liabilities and 
also to separate items that do not meet the definition of a financial instrument 
into a category called other assets/liabilities in order to enhance disclosure. 
The line items impacted by this reclassification are as follows:

                                                                     Unaudited
                                                                      Dec 2017
                                                                         R'000

Other financial assets (non-current)                                    22 971
Other assets (non-current)                                              48 037
Trade and other receivables                                           (615 583) 
Other financial assets (current)                                       536 695
Other assets (current)                                                   7 880
Total assets                                                                 -
Trade and other payables                                               (26 239) 
Other financial liabilities (current)                                   14 812
Other liabilities (current)                                             11 427
Total liabilities                                                            -

Reclassification of derivatives in the statement of comprehensive income

The Group does not apply hedge accounting and as such the following 
reclassifications as a result of a prior period error were made:
- Interest paid on interest rate derivatives, together with the fair value 
adjustment on interest rate derivatives, was removed from net finance costs 
and is now disclosed in the income statement as a fair value loss on interest 
rate derivatives;
- The interest received on currency derivatives was removed from net finance 
costs and is now included in the fair value gain on currency derivatives in 
the income statement; and
- The cash flow on the expiry of forward exchange contracts, previously 
included in revenue from investments, has been reclassified to fair value 
gain on currency derivatives.
                                                                     Unaudited
                                                                       for the
                                                                    six months
                                                                         ended
Impact on statement of profit or loss (increase/(decrease)            Dec 2017
in profit)                                                               R'000
Revenue from investments                                               (59 957) 
Fair value gain on currency derivatives                                202 674
Fair value loss on interest rate derivatives                              (897) 
Finance income                                                        (151 030) 
Finance costs                                                            9 210
Net impact on profit for the period                                          -

Restatement of items disclosed in the statement of cash flows (prior 
period error)

Interest received on loans of R39,695 million is not revenue in nature and 
is ancillary to Resilient's business. As such, since cash flows from 
operating activities are primarily derived from the principal revenue-producing 
activities of the entity, the cash related to interest received has been 
reclassified from operating activities to investing activities.

Tenant loans advanced was previously included in trade and other receivables 
and has been reclassified to other financial assets. This resulted in an 
increase of R2,479 million in cash generated from operating activities and a 
decrease in investing activities.

As derivative contracts are not held for dealing or trading purposes, the 
cash flows were reclassified as investing activities. The following 
reclassifications were made:
- Interest received on cross-currency swaps, previously classified as cash 
flows from operating activities, has been reclassified to cash flow on 
currency derivatives in cash flow from investing activities; and
- Interest paid on interest rate derivatives, previously classified as 
cash flows from operating activities, has been reclassified to cash flow on 
interest rate derivatives in cash flows from investing activities.

                                                                     Unaudited
                                                                       for the
                                                                    six months
                                                                         ended
Impact on statement of cash flows (increase/(decrease)                Dec 2017
in cash flows)                                                           R'000
Cash generated from operations                                          (1 562) 
Interest received*                                                    (142 717) 
Interest paid                                                            9 210
Cash flows from operating activities                                  (135 069)
Tenant loans advanced                                                   (2 479) 
Cash flow on currency derivatives                                      202 674
Cash flow on interest rate derivatives                                 (65 126)
Cash flows from investing activities                                   135 069

* Interest received has subsequently been reclassified to investing activities.

Management accounts

Basis of preparation
In order to provide information of relevance to investors these management 
accounts, which comprise financial information extracted from the condensed 
unaudited consolidated interim financial statements for the six months ended 
December 2018, have been prepared and are presented below to provide users 
with the position:
- Had the Siyakha Trusts not been consolidated as required by IFRS;
- Had the Group's listed investment in Lighthouse that was accounted for using 
the equity method for IFRS been fair valued;
- Had the Group's interest in Locaviseu that was held for sale at June 2018 
and disposed of during the period been proportionately consolidated; and
- Had the Group accounted for its share of the assets, liabilities and results 
of partially-owned subsidiaries (Resilient Africa and the indirect investments 
in Arbour Crossing, Galleria Mall and Mahikeng Mall) on a proportionately 
consolidated basis instead of consolidating it.

The pro forma financial information (management accounts) has been prepared in 
terms of the JSE Listings Requirements and the SAICA Guide on pro forma 
financial information.

This pro forma financial information has not been reviewed or reported on 
by Resilient's auditor.

Directors' responsibility statement
The preparation of the management accounts is the sole responsibility of the 
directors and have been prepared on the basis stated, for illustrative purposes 
only, to show the impact on the condensed consolidated statement of financial 
position and the condensed consolidated statement of comprehensive income. Due 
to their nature, the management accounts may not fairly present the financial 
position and results of the Group in terms of IFRS.

Management account adjustments
Adjustment 1
In order to enhance disclosure, the fair value gain on currency derivatives, 
the fair value loss on interest rate derivatives as well as other financial 
assets/liabilities have been expanded to present the components thereof.

Adjustment 2
Resilient has no entitlement to or share in the assets of the Siyakha Trusts. 
Furthermore, the external debt of the Siyakha Trusts is ring-fenced to the 
Siyakha Trusts and as such the Board does not believe that this debt should 
impact the loan-to-value ratio of Resilient. It is for these reasons that the 
Siyakha Trusts are deconsolidated in the preparation of the management accounts. 
The management accounts provide a true reflection of the assets under 
management of Resilient.

Adjustment 3
The investment in Lighthouse is reflected at its fair value by multiplying 
the 102 618 098 shares held by the quoted closing price at 31 December 2018. 
All entries recorded to account for this investment using the equity method 
are reversed. This more accurately reflects the Group's assets and liabilities.

Adjustment 4
This adjustment proportionately consolidates the indirect investments in 
Forum Coimbra and Forum Viseu that were held through Locaviseu and accounted 
for as a non-current asset held for sale in terms of IFRS 5 at June 2018. 
These indirect investments were disposed of during the interim period. It 
effectively discloses the Group's results of operations from these investments 
by disclosing the consolidated management accounts for the month of July 2018 
on a line-by-line basis. Resilient is satisfied with the quality of the 
financial information contained in the management accounts of Locaviseu.

Adjustment 5
This adjustment proportionately consolidates the indirect investments in 
partially-owned subsidiaries (Resilient Africa and the indirect investments 
in Arbour Crossing, Galleria Mall and Mahikeng Mall) previously consolidated. 
It uses the management accounts for the six months ended December 2018 of 
Resilient Africa, Resilient Africa Managers, Arbour Town and Southern Palace 
Investments 19 to reverse the non-controlling interests to reflect the Group's 
interest in the assets, liabilities and results of operations from these 
investments.

Condensed consolidated statement of financial position
                                                                  Adjustment 2
                                                                    Deconsoli-
                                                  Adjustment 1       dation of
                                                     Component     the Siyakha
                                          IFRS      disclosure          Trusts
                                      Dec 2018        Dec 2018        Dec 2018
                                         R'000           R'000           R'000
Assets
Non-current assets                  36 239 542               -       1 095 394
Investment property                 23 722 813
Straight-lining of rental 
revenue adjustment                     440 463
Investment property under 
development                            415 561
Investment in and loans to 
associate and joint venture            810 683
Investments                         10 458 374                      (1 987 392) 
Staff incentive loans                   39 188
Loans to BEE ownership vehicle               -                       3 082 786
Loans to co-owners                     147 066
Other financial assets                 159 172        (159 172)
Fair value of interest 
rate derivatives                                       132 531
Fair value of currency derivatives                       9 816
Loans advanced                                          16 825
Other assets                            46 222
Current assets                       1 475 288               -            (333) 
Staff incentive loans                    2 022
Loans to co-owners                     447 419
Trade and other receivables            274 182                             (89) 
Other financial assets                  70 114         (70 114)
Fair value of interest rate 
derivatives                                                 13
Fair value of currency derivatives                      59 816
Loans advanced                                          10 285
Other assets                            20 967
Cash and cash equivalents              660 584                            (244)
Total assets                        37 714 830               -       1 095 061


                                                  Adjustment 5
                                  Adjustment 3   Proportionate
                                    Fair value   consolidation
                                accounting for   of partially-     
                                    investment           owned      Management
                                 in Lighthouse    subsidiaries        accounts
                                      Dec 2018        Dec 2018        Dec 2018
                                         R'000           R'000           R'000
Assets
Non-current assets                           -      (1 313 767)     36 021 169
Investment property                                 (1 379 836)     22 342 977
Straight-lining of rental 
revenue adjustment                                     (19 671)        420 792
Investment property 
under development                                       (4 972)        410 589
Investment in and loans 
to associate and 
joint venture                         (810 683)                              -
Investments                            810 683                       9 281 665
Staff incentive loans                                                   39 188
Loans to BEE ownership vehicle                                       3 082 786
Loans to co-owners                                      90 712         237 778
Other financial assets                                                       -
Fair value of interest 
rate derivatives                                                       132 531
Fair value of currency derivatives                                       9 816
Loans advanced                                                          16 825
Other assets                                                            46 222
Current assets                               -         (18 779)      1 456 176
Staff incentive loans                                                    2 022
Loans to co-owners                                                     447 419
Trade and other receivables                             (7 646)        266 447
Other financial assets                                                       -
Fair value of interest rate                                                  
derivatives                                                                 13
Fair value of currency derivatives                                      59 816
Loans advanced                                                          10 285
Other assets                                                            20 967
Cash and cash equivalents                              (11 133)        649 207
Total assets                                 -      (1 332 546)     37 477 345



                                                                  Adjustment 2
                                                                    Deconsoli-
                                                  Adjustment 1       dation of
                                                     Component     the Siyakha
                                          IFRS      disclosure          Trusts
                                      Dec 2018        Dec 2018        Dec 2018
                                         R'000           R'000           R'000
Equity and liabilities
Total equity attributable to 
equity holders                      21 917 564               -       5 010 039
Stated capital                      13 822 359
Treasury shares                     (4 508 341)                      4 295 753
Currency translation reserve           204 996
Reserves                            12 398 550                         714 286
Non-controlling interests               69 211
Total equity                        21 986 775               -       5 010 039
Total liabilities                   15 728 055               -      (3 914 978) 
Non-current liabilities             12 607 505               -      (3 914 800) 
Interest-bearing borrowings         11 502 861                      (3 914 800)
Other financial liabilities             28 462         (28 462)
Fair value of interest 
rate derivatives                                        15 960
Fair value of currency 
derivatives                                             12 502
Deferred tax                            99 621
Amounts owing to 
non-controlling shareholders           976 561
Current liabilities                  3 120 550               -            (178) 
Trade and other payables               362 735                            (178) 
Other financial liabilities             64 600         (64 600)
Fair value of currency derivatives                      64 600
Other liabilities                       46 210
Income tax payable                         417
Interest-bearing borrowings          2 646 588
Total equity and liabilities        37 714 830               -       1 095 061


                                                  Adjustment 5
                                  Adjustment 3   Proportionate
                                    Fair value   consolidation
                                accounting for   of partially-     
                                    investment           owned      Management
                                 in Lighthouse    subsidiaries        accounts
                                      Dec 2018        Dec 2018        Dec 2018
                                         R'000           R'000           R'000
Equity and liabilities
Total equity attributable 
to equity holders                            -               -      26 927 603
Stated capital                                                      13 822 359
Treasury shares                                                       (212 588) 
Currency translation reserve                                           204 996
Reserves                                                            13 112 836
Non-controlling interests                              (69 211)              - 
Total equity                                 -         (69 211)     26 927 603
Total liabilities                            -      (1 263 335)     10 549 742
Non-current liabilities                      -      (1 240 584)      7 452 121
Interest-bearing borrowings                           (264 032)      7 324 029
Other financial liabilities                                                  -
Fair value of interest 
rate derivatives                                                        15 960
Fair value of currency derivatives                                      12 502
Deferred tax                                                 9          99 630
Amounts owing to non-controlling 
shareholders                                          (976 561)              -
Current liabilities                          -         (22 751)      3 097 621
Trade and other payables                               (15 412)        347 145
Other financial liabilities                                                  -
Fair value of currency 
derivatives                                                             64 600
Other liabilities                                       (7 339)         38 871
Income tax payable                                                         417
Interest-bearing borrowings                                          2 646 588
Total equity and liabilities                 -      (1 332 546)     37 477 345


Calculation: net asset value per share
                                                                    Management
                                                          IFRS        accounts
                                                         R'000           R'000
Total equity attributable to equity holders         21 917 564      26 927 603
Loans to BEE ownership vehicle: 
claims of Resilient
exceed value of shares held as collateral                           (3 082 786)* 
Net asset value                                     21 917 564      23 844 817
Total number of shares in issue                    424 954 000     424 954 000
Shares held in treasury: Resilient Properties       (3 920 125)     (3 920 125) 
Shares held in treasury: the Siyakha Trusts        (52 182 504)    (52 182 504)* 
Shares in issue                                    368 851 371     368 851 371

* Whilst the Siyakha Trusts have negative net asset
values, the shares and loans should be ignored.
Net asset value per share                               R59,42**        R64,65

** This ratio takes into account the negative net asset value of the Siyakha 
Trusts relating to the loans advanced by Fortress (investment of R1,99 billion 
and debt owed to Fortress of R3,91 billion). Fortress has no recourse to 
Resilient for its loans advanced to the Siyakha Trusts.


Calculation: loan-to-value ratio
                                                                    Management
                                                          IFRS        accounts
                                                         R'000           R'000
Assets
Investment property                                 23 722 813      22 342 977
Straight-lining of rental revenue adjustment           440 463         420 792
Investment property under development                  415 561         410 589
Investment in and loans to associate 
and joint venture                                      810 683               - 
Investments                                         10 458 374       9 281 665
Staff incentive loans                                   41 210          41 210
Loans to BEE ownership vehicle                               -       3 082 786
Loans to co-owners                                     594 485         685 197
Loans advanced                                          27 110          27 110
                                                    36 510 699      36 292 326
Net debt
Cash and cash equivalents                             (660 584)       (649 207) 
Interest-bearing borrowings                         14 149 449       9 970 617
                                                    13 488 865       9 321 410
Loan-to-value ratio                                      36,9%*          25,7%

* This ratio includes the debt and investments of the Siyakha Trusts relating 
to Fortress.

Condensed consolidated statement of comprehensive income
                                                                  Adjustment 1
                                                                     Component
                                                          IFRS      disclosure
                                                   for the six     for the six
                                                  months ended    months ended
                                                      Dec 2018        Dec 2018
Income statement                                         R'000           R'000
Recoveries and contractual rental revenue            1 389 081
Straight-lining of rental revenue adjustment            44 560
Revenue from direct property operations              1 433 641               - 
Revenue from investments                               480 910
Realised gain: forward exchange contracts                               57 286
Total revenue                                        1 914 551          57 286
Fair value loss on investment property, 
investments and derivative financial 
instruments                                           (749 133)       (196 600) 
Fair value gain on investment property                       -
Adjustment resulting from straight-lining 
of rental revenue                                      (44 560) 
Fair value loss on investments                        (776 651)
Fair value gain on currency derivatives                123 039        (123 039) 
Unrealised fair value gain                                             329 437
Realised loss: cross-currency swaps                                   (408 970) 
Fair value loss on interest rate derivatives           (50 961)         50 961
Unrealised fair value loss                                             (44 989) 
Property operating expenses                           (508 064)
Administrative expenses                                (52 592)
Foreign exchange loss                                  (20 022) 
Profit on sale of Locaviseu                             17 818
Impairment of investment in associate                  (19 495) 
Impairment of staff incentive loans receivable         (20 956) 
Impairment of loans receivable                               - 
Amortisation of interest rate cap premiums              (4 723) 
Impairment of goodwill                                       -
Income from associate and joint venture                256 706               -
- distributable                                         86 579
- non-distributable                                    170 127
Profit before net finance costs                        814 090        (139 314) 
Net finance costs                                     (639 017)        139 314
Finance income                                          40 667         146 545
Interest received: loans and cash balances              40 667
Interest received: interest rate derivatives                             1 259
Interest received: cross-currency swaps                                145 286
Finance costs                                         (679 684)         (7 231) 
Interest on borrowings                                (709 710)
Interest paid: interest rate derivatives                                (7 231)
Capitalised interest                                    30 026
Profit before income tax expense                       175 073               - 
Income tax                                             (91 600)
Profit for the period                                   83 473               -
Profit for the period attributable to:
Equity holders of the Company                           61 354
Non-controlling interests                               22 119
                                                        83 473               -


                                                                  Adjustment 3
                                                  Adjustment 2      Fair value
                                                    Deconsoli-      accounting
                                                 dation of the  for investment
                                                 Siyakha Trust   in Lighthouse
                                                   for the six     for the six
                                                  months ended    months ended
                                                      Dec 2018        Dec 2018
Income statement                                         R'000           R'000
Recoveries and contractual rental revenue                               
Straight-lining of rental revenue adjustment
Revenue from direct property operations                      -               - 
Revenue from investments                              (121 498)         86 579
Realised gain: forward exchange contracts
Total revenue                                         (121 498)         86 579
Fair value loss on investment property, 
investments and derivative financial instruments        72 047         150 632
Fair value gain on investment property
Adjustment resulting from straight-lining of 
rental revenue
Fair value loss on investments                          72 047         150 632
Fair value gain on currency derivatives
Unrealised fair value gain
Realised loss: cross-currency swaps
Fair value loss on interest rate derivatives
Unrealised fair value loss
Property operating expenses
Administrative expenses                                  3 053
Foreign exchange loss
Profit on sale of Locaviseu
Impairment of investment in associate                                   19 495
Impairment of staff incentive loans receivable
Impairment of loans receivable                      (1 733 030) 
Amortisation of interest rate cap premiums
Impairment of goodwill
Income from associate and joint venture                      -        (256 706)
- distributable                                                        (86 579)
- non-distributable                                                   (170 127) 
Profit before net finance costs                     (1 779 428)              - 
Net finance costs                                       491 548              - 
Finance income                                          267 065              -
Interest received: loans and cash balances              267 065
Interest received: interest rate derivatives
Interest received: cross-currency swaps
Finance costs                                           224 483              - 
Interest on borrowings                                  224 483
Interest paid: interest rate derivatives
Capitalised interest
Profit before income tax expense                     (1 287 880)             - 
Income tax
Profit for the period                                (1 287 880)             -
Profit for the period attributable to:
Equity holders of the Company                        (1 287 880)
Non-controlling interests
                                                     (1 287 880)             -


                                                  Adjustment 5
                                  Adjustment 4   Proportionate
                                 Proportionate   consolidation
                                 consolidation   of partially-
                                 of investment           owned      Management
                                  in Locaviseu    subsidiaries        accounts
                                   for the six     for the six     for the six
                                  months ended    months ended    months ended
                                      Dec 2018        Dec 2018        Dec 2018
Income statement                         R'000           R'000           R'000
Recoveries and contractual 
rental revenue                          12 911         (81 773)      1 320 219
Straight-lining of rental 
revenue adjustment                                      (1 442)         43 118
Revenue from direct property
operations                              12 911         (83 215)      1 363 337
Revenue from investments                (7 181)                        438 810
Realised gain: forward exchange
contracts                                                               57 286
Total revenue                            5 730         (83 215)      1 859 433
Fair value loss on investment
property, investments and
derivative financial instruments       (65 215)          1 442        (786 827)
Fair value gain on investment
property                               (65 215)                        (65 215) 
Adjustment resulting from
straight-lining of rental revenue                        1 442         (43 118)
Fair value loss on investments                                        (553 972)
Fair value gain on currency
derivatives                                                                  - 
Unrealised fair value gain                                             329 437
Realised loss: cross-currency
swaps                                                                 (408 970) 
Fair value loss on interest rate
derivatives                                                                  -
Unrealised fair value loss                                             (44 989) 
Property operating expenses             (2 521)         34 030        (476 555) 
Administrative expenses                    227           3 374         (45 938) 
Foreign exchange loss                                   (6 949)        (26 971) 
Profit on sale of Locaviseu                                             17 818
Impairment of investment in
associate                                                                    - 
Impairment of staff incentive
loans receivable                                                       (20 956)
Impairment of loans receivable                                      (1 733 030)
Amortisation of interest rate cap
premiums                                                                (4 723) 
Impairment of goodwill                (183 271)*                      (183 271) 
Income from associate and joint
venture                                      -               -               -
- distributable                                                              -
- non-distributable                                                          - 
Profit before net finance costs       (245 050)        (51 318)     (1 401 020) 
Net finance costs                       (2 092)         29 199          18 952
Finance income                               -          28 730         483 007
Interest received: loans and cash
balances                                                28 730         336 462
Interest received: interest rate
derivatives                                                              1 259
Interest received: cross-currency
swaps                                                                  145 286
Finance costs                           (2 092)            469        (464 055) 
Interest on borrowings                  (2 092)            469        (486 850)
Interest paid: interest rate
derivatives                                                             (7 231)
Capitalised interest                                                     30 026
Profit before income tax expense      (247 142)        (22 119)      (1 382 068) 
Income tax                             247 142*                         155 542
Profit for the period                        -         (22 119)      (1 226 526)
Profit for the period 
attributable to:
Equity holders of the Company                                        (1 226 526) 
Non-controlling interests                              (22 119)               -
                                             -         (22 119)      (1 226 526)

* On acquisition of the interest in Locaviseu, goodwill arose as a result of a 
deferred tax liability that was partially assumed. On disposal of the 
investment, the deferred tax and goodwill balances were derecognised.


Dividend calculation
                                                                    Management
                                                                      accounts
                                                                   for the six
                                                                  months ended
                                                                      Dec 2018
                                                                         R'000
Recoveries and contractual rental revenue                            1 320 219
Revenue from investments                                               438 810
Realised gain: forward exchange contracts                               36 330
Property operating expenses                                           (476 555) 
Administrative expenses                                                (45 938) 
Impairment of staff incentive loans receivable*                        (20 956)
Realised gain: forward exchange contracts relating 
to Lighthouse return of capital*                                        20 956
Amortisation of interest rate cap premiums                              (4 723) 
Interest received on loans and cash balances 
(inclusive of interest on loans to the Siyakha Trusts 
at contractual rates)                                                  336 462
Reverse interest received on the loans to the Siyakha Trusts          (267 067) 
Interest received: interest rate derivatives                             1 259
Interest received: cross-currency swaps                                145 286
Interest on borrowings                                                (486 850) 
Interest paid: interest rate derivatives                                (7 231) 
Capitalised interest                                                    30 026
Income tax                                                              (1 344)
Dividends accrued                                                      (48 037) 
Antecedent dividend                                                     (3 585) 
Income hedging adjustment of Nigeria performance                        (1 089) 
Dividends to be received by the Siyakha Trusts on shares 
pledged to Resilient                                                   144 125
Dividend on shares held by Resilient Properties in treasury             10 336
Distributable earnings                                               1 120 434
Interim dividend                                                    (1 120 434)
                                                                             -
* Non-recurring item.

Payment of interim dividend
The Board has approved and notice is hereby given of an interim dividend of 
263,66000 cents per share for the six months ended 31 December 2018.

The dividend is payable to Resilient shareholders in accordance with the 
timetable set out below:
Last date to trade cum dividend                         Tuesday, 5 March 2019
Shares trade ex dividend                              Wednesday, 6 March 2019
Record date                                              Friday, 8 March 2019
Payment date                                            Monday, 11 March 2019

Share certificates may not be dematerialised or rematerialised between 
Wednesday, 6 March 2019 and Friday, 8 March 2019, both days inclusive.

In respect of dematerialised shareholders, the dividend will be transferred 
to the CSDP accounts/broker accounts on Monday, 11 March 2019. Certificated 
shareholders' dividend payments will be posted on or about Monday, 
11 March 2019.

An announcement informing shareholders of the tax treatment of the dividend 
will be released separately on SENS.

Directors
Alan Olivier (chairman); Stuart Bird; David Brown; Thembi Chagonda; 
Des de Beer*; Andries de Lange*; Des Gordon; Nick Hanekom*; Bryan Hopkins; 
Johann Kriek*; Dawn Marole; Protas Phili; Umsha Reddy; Barry van Wyk
(*executive director)

Company secretary Monica Muller CA(SA) Registered address
4th Floor Rivonia Village, Rivonia Boulevard, Rivonia, 2191

Transfer secretaries
Link Market Services South Africa Proprietary Limited
13th Floor, 19 Ameshoff Street, Braamfontein, 2001

Sponsor
Java Capital
6A Sandown Valley Crescent, Sandton, 2169

Release date: 15 February 2019

Date: 15/02/2019 05:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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