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Unaudited Summarised Consolidated Results and Cash Dividend Declaration for the Six Months Ended 31 December 2018
FAIRVEST PROPERTY HOLDINGS LIMITED
(Incorporated in South Africa)
(Registration number 1998/005011/06)
("Fairvest" or "the company" or "the group")
Share code: FVT
ISIN: ZAE000203808
Granted REIT status by the JSE
2018
UNAUDITED SUMMARISED CONSOLIDATED
RESULTS AND CASH DIVIDEND
DECLARATION FOR THE SIX MONTHS
ENDED 31 DECEMBER 2018
HIGHLIGHTS
Top performing SA REIT with
25.7%
annual total return to shareholders
for the 12 months to December 2018
Distribution for the period increased by
8.3%
to 10.616 cents per share
Arrears decreased to
1.8%
of revenue
Net asset value increased by
2.3%
to 232.98 cents per share
Vacancies contained at 3.5% of total lettable area
Like-for-like annualised net property income increased by
6.4%
Tenant retention remain high at
79.8%
Distribution growth of
8% to 10%
expected for the full year to 30 June 2019
SUMMARISED CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
Unaudited Unaudited Audited
31 Dec 31 Dec 30 Jun
2018 2017 2018
R'000 R'000 R'000
Assets
Non-current assets 3 419 692 2 996 190 3 242 160
Investment property 3 074 800 2 750 636 2 928 514
Investment property under development - 31 242 -
Loans receivable 284 670 167 237 258 008
Investments 4 768 2 196 4 772
Office equipment 386 345 311
Operating lease asset 55 068 44 534 50 555
Current assets 100 090 66 430 82 812
Loans receivables 5 154 5 362 4 900
Amounts owing by non-controlling interests 7 374 - 5 980
Trade and other receivables 72 653 46 860 61 989
Cash and cash equivalents 14 909 14 208 9 943
Total assets 3 519 782 3 062 620 3 324 972
Equity and liabilities
Equity attributable to owners of the company 2 343 618 1 930 436 2 257 385
Share capital 778 989 465 353 747 349
Retained earnings 1 564 629 1 465 083 1 510 036
Non-controlling interest 108 467 90 414 106 469
Total equity 2 452 085 2 020 850 2 363 854
Non-current liabilities 588 544 590 063 469 212
Interest-bearing borrowings 448 503 531 866 342 845
Amounts owing to non-controlling interests 123 518 44 010 112 788
Derivative financial instrument 2 869 4 279 2 073
Deposits received 12 409 9 405 10 836
Deferred tax liability 1 245 503 670
Current liabilities 479 153 451 707 491 906
Interest-bearing borrowings 408 527 398 098 411 931
Trade and other payables 70 626 53 609 79 975
Total equity and liabilities 3 519 782 3 062 620 3 324 972
SUMMARISED CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
Unaudited Unaudited Audited
six months six months 12 months
to 31 Dec to 31 Dec to 30 Jun
2018 2017 2018
R'000 R'000 R'000
Gross revenue 239 399 186 878 404 257
Rental income - contractual 232 551 183 071 392 424
- straight-line adjustment 6 848 3 807 11 833
Other income 806 - 3 780
Property expenses (84 955) (66 562) (143 293)
Net property income 155 250 120 316 264 744
Corporate administrative expenses (14 226) (11 323) (25 046)
Operating profit 141 024 108 993 239 698
Fair value adjustment to investment properties 49 440 69 132 108 241
Fair value adjustment to derivatives (797) 125 2 331
Fair value adjustment to investments (4) 42 (7)
Finance costs (42 972) (32 589) (77 876)
Finance and other investment income 19 144 6 730 27 175
Profit before capital expenses 165 835 152 433 299 562
Capital expenses (1 002) (4 260) (5 605)
Profit before taxation 164 833 148 173 293 957
Income tax expense (575) (22) (198)
Total comprehensive income for the period 164 258 148 151 293 759
Profit and total comprehensive income attributable to:
- Owners of the parent 157 104 143 901 273 289
- Non-controlling interest 7 154 4 250 20 470
164 258 148 151 293 759
Reconciliation between profit attributable to
shareholders, distributable earnings and headline
earnings per share
Comprehensive income attributable to owners of the
parent 157 104 143 901 273 289
Fair value adjustment to investment properties
(attributable to owners of the parent) (41 376) (66 086) (93 474)
Headline and diluted headline profit attributable to
shareholders 115 728 77 815 179 815
Distributable earnings calculation
Net profit from property operations 155 250 120 316 264 744
Straight-line rental income accrual (6 848) (3 807) (11 833)
Corporate administrative expenses (14 226) (11 323) (25 046)
Finance cost (42 364) (31 072) (76 081)
Finance and other investment income 19 144 6 730 27 175
Share issued cum distribution 920 4 249 13 146
Non-controlling interest share of distribution (5 088) (654) (5 159)
Distributable earnings 106 788 84 439 186 946
Distribution 106 788 84 439 186 946
Distribution (Dividend)
Interim dividend per share (cents) 10.616 9.806 9.806
Final dividend declaration per share (cents) - - 10.344
Total dividend per share (cents) 10.616 9.806 20.150
Earnings per share
Basic and diluted earnings per share (cents) 15.74 17.66 31.69
Headline and diluted headline earnings per share (cents) 11.60 9.55 20.85
Net asset value per share (cents) 232.98 224.19 227.78
Share statistics
Shares in issue 1 005 940 398 861 100 145 991 020 553
Treasury shares - (12 067) -
Effective shares in issue 1 005 940 398 861 088 078 991 020 553
Weighted average number of shares 997 831 787 814 665 426 862 248 577
SUMMARISED CONSOLIDATED
STATEMENTS OF CASH FLOW
Unaudited Unaudited Audited
six months six months 12 months
to 31 Dec to 31 Dec to 30 Jun
2018 2017 2018
R'000 R'000 R'000
Cash generated from operations 133 343 91 981 213 511
Finance costs (37 621) (26 283) (69 873)
Finance and other investment income 1 143 971 2 500
Dividend paid (102 203) (74 370) (158 517)
Cash outflow from operating activities (5 538) (7 701) (12 379)
Acquisitions of and improvements to investment properties (98 047) (202 426) (249 662)
Development of investment property (13 360) (31 703) (78 037)
Acquisition of subsidiary - (81 554) (81 586)
Acquisition of investment - - (2 625)
Acquisition of office equipment (137) (65) (69)
Cash outflow to investing activities (111 544) (315 748) (411 979)
Net interest-bearing borrowings advanced 99 378 268 441 97 769
Net loans (repaid)/raised from non-controlling interests (4 683) 18 941 75 914
Net loans advanced (4 487) (99 761) (171 419)
Proceeds from issue of share capital 31 640 137 402 419 375
Repurchase of treasury shares - - (2)
Disposal of treasury shares - - 30
Cash inflow from financing activities 121 848 325 023 421 667
Net increase in cash and cash equivalents 4 966 1 574 (2 691)
Cash and cash equivalents at beginning of period 9 943 12 634 12 634
Cash and cash equivalents at end of period 14 909 14 208 9 943
SUMMARISED CONSOLIDATED STATEMENTS OF
CHANGES IN EQUITY
Equity
attributable Non-
Share Retained to owners of controlling Total
capital earnings the company interest equity
R'000 R'000 R'000 R'000 R'000
Balance at 1 July 2017 327 951 1 395 267 1 723 218 4 454 1 727 672
Shares issued 138 423 - 138 423 - 138 423
Capital issue expenses (1 021) - (1 021) - (1 021)
Acquisition of subsidiary with non-
controlling interest - - - 82 154 82 154
Dividends paid and declared - (74 085) (74 085) (444) (74 529)
Total comprehensive income for the period - 143 901 143 901 4 250 148 151
Balance at 31 December 2017 465 353 1 465 083 1 930 436 90 414 2 020 850
Shares issued 283 956 - 283 956 - 283 956
Capital issue expenses (1 983) - (1 983) - (1 983)
Acquisition of treasury shares (2) - (2) (2)
Disposal of treasury shares 25 5 30 30
Acquisition of subsidiary with non-
controlling interest - - - (165) (165)
Dividends paid and declared - (84 440) (84 440) - (84 440)
Total comprehensive income for the period - 129 388 129 388 16 220 145 608
Balance at 30 June 2018 747 349 1 510 036 2 257 385 106 469 2 363 854
Shares issued 31 882 - 31 882 - 31 882
Capital issue expenses (242) - (242) - (242)
Dividends paid and declared - (102 511) (102 511) (5 156) (107 667)
Total comprehensive income for the period - 157 104 157 104 7 154 164 258
Balance at 31 December 2018 778 989 1 564 629 2 343 618 108 467 2 452 085
CONDENSED CONSOLIDATED
SEGMENT REPORT
Reconciling
KwaZulu- Western Free Northern Eastern Mpuma- items/
Natal Cape Gauteng State Cape Limpopo Cape langa (Eliminations) Total
FOR THE SIX MONTHS TO
31 DECEMBER 2018
Revenue - external customers 55 578 41 893 57 160 28 478 20 301 11 231 13 385 4 525 - 232 551
Operating profit 41 048 25 354 36 510 17 367 11 538 7 550 10 453 3 287 (12 083) 141 024
Total assets 814 351 563 765 769 367 368 678 224 607 143 791 218 369 66 904 349 950 3 519 782
FOR THE SIX MONTHS TO
31 DECEMBER 2017
Revenue - external customers 49 290 36 798 24 736 27 432 19 586 10 143 10 495 4 591 - 183 071
Operating profit 34 913 22 526 18 012 17 039 10 516 6 443 7 907 2 960 (11 323) 108 993
Total assets 803 880 512 910 669 654 316 970 207 825 135 992 148 284 64 904 202 201 3 062 620
FOR THE SIX MONTHS TO
30 JUNE 2018
Revenue - external customers 103 138 77 289 69 372 50 816 39 121 20 913 21 256 10 519 - 392 424
Operating profit 74 055 50 146 49 240 32 762 21 583 14 124 16 110 6 724 (25 046) 239 698
Total assets 801 520 547 216 746 040 332 620 220 280 137 067 157 280 67 174 315 774 3 324 971
OTHER SEGMENTAL INFORMATION
Unaudited Unaudited Audited
31 Dec 31 Dec 30 June
2018 2017 2018
Regional profile based on gross lettable area ("GLA")
Gauteng 24.8% 22.4% 25.0%
KwaZulu-Natal 23.5% 24.9% 23.8%
Western Cape 17.7% 17.9% 17.8%
Free State 11.7% 13.1% 12.5%
Eastern Cape 8.3% 7.1% 6.8%
Northern Cape 7.2% 7.6% 7.3%
Limpopo 4.8% 5.0% 4.8%
Mpumalanga 2.0% 2.0% 2.0%
Vacancy profile based on GLA
Total GLA 241 214m2 229 175m2 237 965m2
Number of properties 45 43 44
Vacant area 8 520m2 7 245m2 8 255m2
Vacant area as a percentage of total GLA 3.5% 3.2% 3.5%
Regional vacancy profile
(regions where vacancies are located)
Gauteng 2 200m2 3 096m2 3 743m2
KwaZulu-Natal 2 154m2 1 108m2 1 002m2
Western Cape 1 575m2 601m2 2 122m2
Free State 1 559m2 1 682m2 721m2
Northern Cape 799m2 542m2 611m2
Limpopo 227m2 50m2 50m2
Eastern Cape 6m2 6m2 6m2
Mpumalanga - 160m2 -
NOTES TO THE SUMMARISED CONSOLIDATED
FINANCIAL STATEMENTS
BASIS OF PREPARATION AND ACCOUNTING POLICIES
The preparation of these unaudited summarised consolidated financial statements was supervised by the Chief
Financial Officer, BJ Kriel CA(SA).
The accounting policies applied in the preparation of these unaudited summarised consolidated results for the
six months ended 31 December 2018, which are based on reasonable judgements and estimates, are in
accordance with International Financial Reporting Standards ("IFRS") and are consistent with those applied in the
annual financial statements for the year ended 30 June 2018, except for the adoption of IFRS 9 and IFRS 15.
The implementation of these standards does not have a material impact on the group's interim results. Any other
new and amendments to IFRS and IFRIC interpretations did not impact on the financial position or performance
of the company but has resulted in additional disclosures. These unaudited summarised consolidated results, as
set out in this report, have been prepared in accordance with the framework concepts and the measurement
and recognition requirements of IFRS and containing the information required by IAS 34 - Interim Financial
Reporting, the SAICA Financial Reporting Guidelines as issued by the Accounting Practices Committee and
Financial Reporting Pronouncements as issued by the Financial Reporting Council, the Companies Act of
South Africa, No. 71 of 2008, as amended ("Companies Act") and the Listings Requirements of JSE Limited.
These summarised consolidated results for the six months ended 31 December 2018 have been prepared
in accordance with the historic cost basis, except for the measurement of investment properties and certain
financial assets and financial liabilities which are stated at fair value.
,
In terms of IFRS 9 and IFRS 7 the group's interest rate derivatives are measured at fair value through profit or
loss and are categorised as level 2 investments. Interest rate derivatives are valued using discounted cash
flow techniques and observable market interest rates off the interest rate yield curve. There were no transfers
between levels 1, 2 and 3 during the period. The revaluation of investment property requires judgement in
the determination of future cash flows from leases. An appropriate capitalisation rate which varies between
9.25% and 11.00%, with a discount rate of between 14.00% and 16.00% was used.
Changes in the capitalisation and discount rates are attributable to changes in market conditions and can
have a significant impact on the property valuations. A 25 basis points decrease in the capitalisation rate
will increase the value of investment property by R49.8 million. A 25 basis points increase in the discount
rate will decrease the value of investment property by R27.2 million.
This announcement does not include the information required pursuant to paragraph 16A(j) of IAS 34.
The full preliminary report is available at the company's registered office upon request.
The financial results are presented in Rands, which is Fairvest's functional and presentation currency and have
been prepared on a going-concern basis.
ESTIMATES AND CRITICAL JUDGEMENTS
Except for the measurement of investment properties, and certain financial assets and financial liabilities the
financial statements do not include any material estimates.
COMMENTARY
INTRODUCTION
Fairvest is a Real Estate Investment Trust ("REIT"), with a unique focus on retail assets weighted toward non-
metropolitan and rural shopping centres, as well as convenience and community shopping centres servicing
the lower LSM market, in high-growth nodes, close to commuter networks. The Fairvest property portfolio
consists of 45 properties, with 241 214m2 of lettable area and valued at R3.14 billion.
REVIEW OF RESULTS
Fairvest's board of directors is pleased to announce an 8.26% increase in the interim dividend distribution,
inline with previous guidance, for the six months ended 31 December 2018, to 10.616 cents per share.
Interim Final Total
Jun 15 7.427 7.679 15.106
Jun 16 8.171 8.489 16.660
Jun 17 8.953 9.380 18.333
Jun 18 9.806 10.344 20.150
Dec 18 10.616
Revenue increased by 28.1% to R239.4 million, as a result of income growth in the historic portfolio,
as well as acquisitions during the period. Net profit from property operations increased by 29.0% to
R155.3 million, while corporate administration expenses increased by 25.6% to R14.2 million. Distributable
earnings increased by 26.5% to R106.8 million. Cost containment and efficient recovery of municipal charges
remains a strategic focus, which has led to steadily improving ratios over recent years. The net property expense
ratio (expenses net of utility recoveries) again improved to 12.8% from 13.0% in the previous financial year.
The gross cost to income ratio reduced from 36.4% to 36.3%. The weighted average contractual escalation
for the portfolio was stable at 7.4%. Gross rentals across the portfolio trended upwards, with a 6.3% increase
in the weighted average rental to R119.62/m2 at 31 December 2018 compared to R112.50/m2 at 30 June
2018. The weighted average retail rental increased to R118.03/m2. This was due to a significant increase in
rental achieved on new leases, offset by a 0.5% negative reversion on renewals. Three large national leases
were renewed during the period resulting in the negative reversion on renewals. These renewals were inline
with our expectations and budgets. Our positive reversion percentage excluding these three renewals was 5.7%.
The net asset value increased by 3.8% to R2.34 billion compared to R2.26 billion at 30 June 2018.
This equates to 232.98 cents per share, or an increase of 2.3% on a per share basis.
NET ASSET VALUE AND MARKET CAPITALISATION
Market Net asset value
capitalisation Net asset value per share
R'million R'million (cents)
Jun 15 1 079.0 1 105.4 184.40
Jun 16 1 020.3 1 327.1 201.60
Jun 17 1 540.2 1 723.2 218.18
Jun 18 2 081.1 2 257.4 227.78
Dec 18 2 193.0 2 343.6 232.98
The discount to net asset value has been reducing consistently, from 23.1% in 2016, to 6.4% in the current period.
PROPERTY PORTFOLIO
The value of the property portfolio increased by 5.1% from R2.99 billion at 30 June 2018 to R3.14 billion.
The growth is attributable to the acquisition of Libode Shopping Centre to the value of R49.0 million, together
with capital expenditure incurred of R47.7 million. The historic portfolio increased by 3.2% compared to
30 June 2018. Asset quality continues to improve, with the average value per property increasing by 2.8%
to R69.8 million, and the average value per square meter increasing by 3.7% to R13 017/m2.
PORTFOLIO VALUATION HISTORY
Average value Value per
Valuation per property m2
R'million R'million R
Jun 15 1 361.8 40.1 9 780
Jun 16 1 925.1 49.4 10 355
Jun 17 2 204.4 53.8 11 345
Jun 18 2 987.0 67.9 12 552
Dec 18 3 140.0 69.8 13 017
As in previous interim reporting periods, the directors valued the group's investment property portfolio.
The properties are valued using the five-year discounted cash flow method or the income capitalisation method,
consistent with previous periods. Assumptions are made on the discount rates used to determine the present
value of the cash flows and on the capitalisation rate on an assumed sale after five years. The accounting
policy of the group is to value at least a third of the portfolio by independent external valuers annually at
30 June. All properties are valued by independent external valuers at least every three years. The weighted
average discount rate and capitalisation rate used remained unchanged compared to 30 June 2018 at
14.7% and 10.2% respectively.
ACQUISITIONS
Shareholders are referred to Fairvest's various SENS announcements, regarding certain acquisitions by the
company. One new property was obtained during the period.
Cost of
acquisition Anchor Date of
Property Location GLA (m2) R'000 tenant transfer
Eastern
Libode Shopping Centre Cape 4 980 49 000 Boxer 3 Oct 18
The property was acquired in a newly incorporated subsidiary FPP Property Ventures 116 Proprietary Limited
(renamed Libode Shopping Centre Proprietary Limited) of which Fairvest owns 55% of the shares in issue.
VALUE CREATION
The Middestad Mall first floor retail redevelopment was completed during the period with capital expenditure
to the value of R31.3 million being incurred. The new retail space opened on Black Friday with key first floor
tenants, Total Sport and Sports Scene's turnover exceeding expectations.
PORTFOLIO COMPOSITION, LETTING AND VACANCIES
TENANT COMPOSITION AS A PERCENTAGE OF GLA
A-grade tenants 74.8%
B-grade tenants 7.0%
C-grade tenants 18.2%
A - Anchor and national tenants (49.0% are occupied by the top 10 largest tenants)
B - Franchise, professional and large tenants
C - Other
The portfolio remains well diversified across South Africa, with the four largest provinces, Gauteng, KwaZulu-
Natal, Western Cape and Free State contributing 77.6% of revenue. The high national tenant component of
74.8% of the portfolio provides shareholders with a low risk investment profile, with national food retailers
occupying 34.1% of the portfolio. Vacancies were contained at 3.5% or 8 520m2 during the period, mainly
as a result of the letting of vacancies at The Palms, Paddagat and Mega Park, partly offset by new vacancies
at Middestad Mall and Richmond Shopping Centre.
LEASE EXPIRY PROFILE
Based on Based on gross
rentable area rental
Vacant 3.5% -
Monthly 4.8% 4.9%
Jun 19 6.1% 6.8%
Jun 20 20.7% 23.3%
Jun 21 19.8% 19.8%
Jun 22 13.8% 13.6%
After Jun 23 31.3% 31.6%
During the period under review, 99 new leases were concluded with a total GLA of 11 064m2. Fairvest
successfully renewed 19 929m2 of leases, with a modest negative reversion of 0.5% being achieved on these
renewals, in return for tenant retention of 79.8% and a lengthening of the lease expiry profile. The weighted
average lease term increased from 32 to 38 months.
VACANCY SUMMARY
GLA (m2) %
Vacancies as at 30 June 2018 8 255 3.4
Leases expired 38 225 15.8
Leases terminated early 3 341 1.4
Redevelopment vacancy 827 0.3
Renewal of expired leases (19 929) (8.3)
Early renewals (449) (0.2)
Contracts to be renewed (10 576) (4.4)
GLA remeasurements (111) (0.0)
Vacancies as at 31 December 2018 8 520 3.5
ARREARS AS A PERCENTAGE OF REVENUE
Jun 15 1.9%
Jun 16 1.9%
Jun 17 2.4%
Jun 18 2.0%
Dec 18 1.8%
A strong focus on arrears management reduced arrears to 1.8% of revenue, the lowest level in the past 6 years.
CAPITAL RAISING ACTIVITIES
Shareholders are referred to the company's SENS announcements dated 8 October 2018, regarding the
issuing of 14 919 845 new ordinary shares which were issued through the dividend reinvestment alternative.
The shares were issued at R2.13686 per share resulting in the retention of R31.9 million of equity.
BORROWINGS
The loan to value ("LTV") ratio increased to 27.1% (2018: 25.1%) due to the acquisitions and capital
expenditure during the period, partially offset by the capital retained through the dividend reinvestment alternative.
LTV is calculated as total interest-bearing debt divided by total property assets. Of the debt 46.6% was fixed
through swaps as at 31 December 2018, with a weighted average expiry for the fixed debt of 25 months.
During February 2019 an additional interest rate swap was entered into, improving the fixed debt percentage
further to 58.3%. The various floating rate loans advanced to development partners at 31 December 2018,
improves the effective hedged position to 80.6%. The weighted average all-in cost of funding increased to
9.38% (2018: 9.16%), due to the rate increase in November 2018. The weighted average maturity of debt
remained unchanged at 17 months. A large debt facility is expiring in May 2019. Discussions on the renewal
are in progress and we expect the maturity profile of debt to improve and available facilities to increase by
the end of the financial year.
PROSPECTS
The retail trading environment in South Africa remains under pressure. In spite of the challenging trading
environment, retail assets servicing and trading in the lower LSM sector, continues to show more resilience
than the balance of the retail sector. Our exposure to Edcon is low, with our only exposure to Jet Stores,
comprising 0.8% of the total gross lettable area. Our high national tenant component and conservative
gearing levels positions us well for further sustainable growth in distributions and the ability to take advantage
of opportunities, should they arise.
Management remains confident that growth in distribution per share of between 8% and 10% for the full 2019 financial
year, when compared to the 2018 financial year, remains achievable. This view assumes no material deterioration in
the macroeconomic environment relative to current levels, that no major corporate failures will occur and that tenants
will be able to absorb increases in municipal and utility costs. Forecast rental income is based on contractual lease
terms and anticipated market-related renewals. This forecast is the responsibility of the board of Fairvest and has
not been reviewed or reported on by the auditors.
DIVIDEND WITH ELECTION TO REINVEST
The board has approved and declared an interim gross dividend of 10.616 cents per share for the six-
month period ended 31 December 2018, payable to shareholders registered as such at the close of business
on Friday, 5 April 2019.
Shareholders will be entitled, in respect of all or part of their shareholdings, to elect to reinvest the cash
dividend of 10.616 cents per share, in return for new Fairvest ordinary shares ("Reinvestment Alternative"),
failing which they will receive the cash dividend.
Further details regarding the dividend and Reinvestment Alternative, including the tax treatment and a detailed
timetable, will be included in a separate SENS announcement, to be released today, 27 February 2019.
In accordance with Fairvest's status as a REIT, shareholders are advised that the dividend meets the requirements
of a "qualifying distribution" for the purposes of section 25BB of the Income Tax Act, No. 58 of 1962 (Income
Tax Act). The dividends on the shares will be deemed to be taxable dividends for South African tax purposes
in terms of section 25BB of the Income Tax Act.
PROVISION OF FINANCIAL ASSISTANCE
Shareholders are referred to Special Resolution Number 3, relating to the provision of direct or indirect
financial assistance in terms of section 45 of the Companies Act to related or inter-related companies, which
was approved at the annual general meeting of Fairvest on 14 November 2018.
Fairvest shareholders are notified in terms of section 45(5)(a) of the Companies Act, that on 26 February 2019
the board of directors of the Company ("Board") approved the provision of financial assistance ("Board
Resolutions"), pursuant to the above shareholder approval, to FPP Property Venture 103 Proprietary Limited
("FPP 103") a subsidiary of Fairvest. This new financial assistance replaces the previous financial assistance
to FPP 103 referred to in the SENS announcement on 30 March 2016. This new Board approval authorises financial
assistance by way of a loan to FPP 103 of up to R130.0 million and grants further financial assistance by providing
a guarantee of R75.0 million. This has been provided to refinance the bank loans raised by FPP 103.
The financial assistance provided, as detailed above, is greater than one-tenth of 1% of Fairvest's net worth
as at the date of the Board Resolutions. Prior to authorising the aforementioned financial assistance, the
Board considered and satisfied itself, in terms of section 45 of the Companies Act, that (1) immediately after
providing the financial assistance, the Company would satisfy the solvency and liquidity test as contemplated
in section 4 of the Companies Act, (2) there has been due compliance with the Company's memorandum of
incorporation and (3) the terms of the financial assistance are fair and reasonable to the Company.
SUBSEQUENT EVENTS
The directors of Fairvest are not aware of any material matters or circumstances arising between
31 December 2018 and this report which may materially affect the financial position of the group or the
results of its operation.
APPRECIATION
We extend our appreciation to our directors, management and staff for their valued efforts as well as our
advisers and shareholders for their continuing belief in and support of Fairvest.
For and on behalf of the board
Fairvest Property Holdings Limited
27 February 2019
Cape Town
EXECUTIVE DIRECTORS
DM Wilder (Chief executive officer)
BJ Kriel (Chief financial officer)
AJ Marcus (Chief operating officer)*
*Alternate to DM Wilder
NON-EXECUTIVE DIRECTORS
JF du Toit (Chairman)
LW Andrag (Lead independent director)#
N Mkhize#
JD Wiese#
TJ Cohen#
#Independent
COMPANY SECRETARY
Fluidrock Co Sec Proprietary Limited (Appointed 15 August 2018)
REGISTERED OFFICE
8th Floor, The Terraces, 34 Bree Street, Cape Town, 8001
Postnet Suite 30, Private Bag X3, Roggebaai, 8012
TRANSFER SECRETARIES
Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue, Rosebank
Johannesburg, 2196
PO Box 61051, Marshalltown, 2107
AUDITOR
BDO South Africa Incorporated
Registered Auditors
SPONSOR
PSG Capital Proprietary Limited
ANNOUNCEMENT DATE
27 February 2019
Date: 27/02/2019 07:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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