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EXEMPLAR REITAIL LIMITED - Summarised audited consolidated results and cash dividend declaration for the 9 months ended 28 February 2019

Release Date: 23/05/2019 17:50
Code(s): EXP     PDF:  
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Summarised audited consolidated results and cash dividend declaration for the 9 months ended 28 February 2019

  EXEMPLAR REITAIL LIMITED                                                                                       
  (Incorporated in the Republic of South Africa)                                                                 
  (Registration number 2018/022591/06)                                                                           
  JSE share code : EXP                                                                                           
  ISIN : ZAE000257549                                                                                            
  Approved as a REIT by the JSE                                                                                  
  ("Exemplar" or "the Company" or "the group")                                                                   
                                                                                                                 
  SUMMARISED AUDITED CONSOLIDATED RESULTS AND CASH DIVIDEND DECLARATION FOR THE 9 MONTHS ENDED 28 FEBRUARY 2019  
  HIGHLIGHTS
                                                                                                     
  Total annualised return of                                                           
  14.2%                                                                                
  for the 9 months ended 28 February 2019                                              
  based on increase in net tangible asset value (NTAV) and interim dividend per share  
                                                                                       
                                                                                       
  NTAV per share increased by                                                          
  8.7%                                                                                 
  from acquisition date of 1 June 2018                                                 
  to financial year end date                                                           
                                                                                       
                                                                                       
  Total dividend for the 9 months ended 28 February 2019 of                            
  61.84 cents per share                                                                
  which is ahead of the prospectus forecast of 61.37 cents per share                   
                                                                                       
                                                                                       
  Loan to value ratio of                                                               
  30.9%                                                                                
  based on financial liabilities net of cash over investment property                  
                                                                                       
                                                                                       
  Average basic rental through rate increased to                                       
  R128,54 per m2                                                                       
  from R125.96 per m2 at listing date                                                  
                                                                                       
                                                                                       
  Vacancies steady at                                                                  
  3.1%                                                                                 
  against 3.1% at listing date                                                         
                                                                                       
                                                                                       
  Property operating expenses achieved of                                              
  34.8%                                                                                
  versus forecast of 35.4%                                                             

  SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                                                           Audited as at  
  R'000                                                                                      28 Feb 2019  
  Non current assets                                                                           5,439,942  
  Investment Property                                                                          5,270,795  
  Operating Lease Asset                                                                          168,351  
  Property, Plant and Equipment                                                                      796  
                                                                                                          
  Current assets                                                                                 154,964  
  Loans Receivable                                                                                44,400  
  Trade and Other Receivables                                                                     47,711  
  Cash and Cash Equivalents                                                                       62,853  
                                                                                                          
  TOTAL ASSETS                                                                                 5,594,906  
                                                                                                          
  EQUITY                                                                                                  
  Total equity                                                                                 3,609,122  
  Shareholders' interest                                                                       3,463,002  
  Stated Capital                                                                               3,185,487  
  Retained Earnings                                                                              277,515  
  Non-controlling Interest                                                                       146,120  
                                                                                                          
  Non Current Liabilities                                                                      1,824,079  
  Financial Liabilities                                                                        1,695,459  
  Derivative financial instruments                                                                 3,643  
  Finance lease liabilities                                                                       30,174  
  Deferred Taxation                                                                               94,803  
                                                                                                          
  Current Liabilities                                                                            161,705  
  Trade and Other Payables                                                                       159,136  
  Finance lease liabilities                                                                        2,569  
                                                                                                          
  TOTAL EQUITY AND LIABILITIES                                                                 5,594,906  
                                                                                                          
  Shares in issue                                                                            305,871,896  
  Shares to be issued                                                                         13,867,240  
  Effective shares in issue                                                                  319,739,136  
                                                                                                          
  Net asset value per share (Rand)                                                                 10.83  
  Net tangible asset value per share (Rand)                                                        10.83  
  Net asset value per share (excluding deferred tax) (Rand)                                        11.13  
  Net tangible asset value per share (excluding deferred tax) (Rand)                               11.13  


  SUMMARISED CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

                                                                   Audited for the 9 months ended       Forecast for the 9 months ended  
  R'000                                                                               28 Feb 2019                           28 Feb 2019*  
  Property portfolio                                                                      517,431                               547,858  
  Rental income and recoveries                                                            504,240                               510,088  
  Straight-line lease income adjustments                                                   13,191                                37,770  
  Property operating expenses                                                           (175,410)                             (180,669)  
  Net rental and related income                                                           342,021                               367,189  
  Other income                                                                              9,282                                 8,309  
  Administrative expenses and corporate costs                                            (20,744)                              (23,041)  
  Profit from operations                                                                  330,559                               352,457  
  Interest income                                                                           5,768                                11,764  
  Finance costs                                                                         (124,189)                             (128,263)  
  Profit before fair value adjustments                                                    212,138                               235,958  
  Fair value adjustment to investment properties                                          161,697                              (37,770)  
  Fair value adjustment to derivative financial instruments                               (3,643)                                     -  
  Profit before taxation                                                                  370,192                               198,188  
  Taxation                                                                                  1,100                                     -  
  Total profit for the period                                                             371,292                               198,188  
  Total profit attributable to:                                                                 -                                          
  Equity holders of Exemplar                                                              335,937                               191,585  
  Non-controlling interests                                                                35,355                                 6,603  
  Total profit for the period                                                             371,292                               198,188  
                                                                   
  Reconciliation between earnings and headline earnings                                                                                 
                                                                   Audited for the 9 months ended       Forecast for the 9 months ended  
  R'000                                                                               28 Feb 2019                           28 Feb 2019  
  Profit for the year attributable to equity holders of Exemplar                          335,937                               191,585  
  Fair value adjustment to investment properties                                        (161,697)                                37,770  
  Non-controlling interest in fair value adjustment to investment properties               27,338                                     -  
  Headline earnings                                                                       201,578                               229,355  
                                                                                                                                    
  *Extracted from the company's forecast issued 30 May 2018                  
                                                                                                                                 
                                                                                                                                
  Number of shares in issue                                                           305,871,896                            319,739,136  
  Weighted average number of shares in issue                                          233,247,311                            311,897,484  
  Basic and diluted earnings per share (cents)                                             144.03                                  61.43  
  Headline and diluted headline earnings per share (cents)                                  86.42                                  73.54  


  SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                      Audited for the 9 months ended  
  R'000                                                             28 February 2019  
                                                                      Stated capital  
                                                                                      
  Share issue for cash                                                         1,889  
  Shares issued to share scheme                                               42,551  
  Issue of shares on listing for acquisitions                              3,024,339  
  Share issue expenses                                                      (21,964)  
  Shares to be issued for acquisitions                                       138,672  
  Non-controlling interest on acquisition of assets                          112,437  
  Profit for the 9 months ended 28 Feb 2019                                  371,292       
  Dividends declared and paid                                               (60,094)       
  Balance at 28 February 2019                                              3,609,122  


  SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                    Audited for the 9 months ended  
  R'000                                                                                28 Feb 2019  
  Cash generated from operations                                                           304,172  
  Interest income                                                                            5,768  
  Finance costs                                                                          (124,189)  
  Dividends paid                                                                          (60,093)  
  Cash inflow from operating activities                                                    125,658  
                                                                                                    
  Additions to investment property                                                        (52,608)  
  Additions to property, plant and equipment                                                 (347)  
  Decrease in loans receivable                                                              36,175  
  Cash outflow to investing activities                                                    (16,780)  
                                                                                                    
  Proceeds from the issue of shares - at incorporation                                       1,889  
  Proceeds from the issue of shares - acquisitions                                         124,964  
  Share issue expenses                                                                    (21,964)  
  Decrease in financial liabilities                                                      (150,914)  
  Cash outflow to financing activities                                                    (46,025)  
                                                                                                    
  Net increase in cash and cash equivalents                                                 62,853  
  Cash and cash equivalents at beginning of the year                                             -  
  Cash and cash equivalents at end of the year                                              62,853  


INTRODUCTION
Exemplar was incorporated as a public company on 17 January 2018 and listed on the main board of the JSE on 12 June 2018 in the "Retail REITs" 
sector. It holds a portfolio of 20 income generating properties with a total gross lettable area ("GLA") of 331 388 m2 that were acquired in a 
sequence of transactions with an effective date of 1 June 2018. The properties were all developed by the Company's biggest shareholder, 
McCormick Property Development (Pty) Ltd ("MPD"). MPD continues to develop its significant pipeline of green fields projects which, if 
disposed of by MPD, will be offered to Exemplar on a right of first refusal basis. This access to a pipeline of value and yield enhancing 
properties is a key differentiator for Exemplar and will contribute to the Company's objective of growing its base of quality assets, earnings 
and distributions, thereby improving shareholder value. In addition to the MPD pipeline, Exemplar is currently and will continue to 
investigate the acquisition of good quality properties.

TRADING RESULTS

Prior to 1 June 2018 Exemplar was not trading and hence this announcement reflects its trading results for the 9 months ended 28 February 
2019. As this is the first period of trading, no comparative information has been presented.

Total distributable income for the period before antecedent adjustments amounted to R192,4 million versus a forecast of R191,6 million. The 
marginal outperformance of the forecast belies the undeniably difficult trading conditions for retailers and in turn landlords, which often 
translates into lower escalations on renewal, or in some instances rental reductions to assist distressed tenants. Rental and recovery income 
of R504,2 million is R5,9 million less than that forecast of R510,1 million. Of this difference R3,0 million relates directly to lower than 
forecast rental income and the balance of R2,9 million is a consequence of lower than forecast recovery income. The lower than forecast rental 
and recovery income has been offset in the main by lower than forecast property operating expenses which at R175,4 million are R5,3 million 
less than those forecast. Expense to property income ratio on a gross basis was 34,8% versus forecast of 35,4%.

Many tenants continue to trade well, both relative to the market and in absolute terms. Trading densities of the national grocer tenants 
averaged R3 533 per m2 per month across the portfolio during the period under review. The average rental through rate of the portfolio at the 
reporting date on a one year forward basis is R128,54 per m2 compared to R125,96 per m2 at listing. 

The board of directors ("the board") has declared a final dividend of 42,74 cents per share which together with the interim dividend of 19,10 
cents per share equates to a total dividend of 61,84 cents per share for the 9 months ended 28 February 2019. The dividend forecast for the 
period was 61,37 cents per share.

VACANCIES AND ARREARS

Vacancies at the reporting date were 3,1% which is consistent with the vacancies at listing. The vacancy rate would have improved marginally 
had it not been for the pressures exerted on Acornhoek Mega City due to the opening of a competing centre. Acornhoek Mega City continues to 
trade albeit at reduced levels and the fair value of Exemplar's interest in this centre has been written-down by R27,2 million to R163,6 
million.

Arrears across the portfolio, net of deposits, have been provided in full and amount to 2,48% of annualised property income.

THE PROPERTY PORTFOLIO

The Exemplar property portfolio comprises 20 income generating properties. At the reporting date the property portfolio is fairly valued at 
R5,406 billion against R5,036 billion at listing, an increase of R370 million or 7,35%.

  Investment property carrying value make-up:                 R'000  
  Investment property                                     5,270,795  
  Operating lease asset                                     168,351  
  Finance lease liabilities                                (32,742)  
                                                          5,406,404  

Modi Mall and Kwagga Mall Redevelopments

During the period the Modi Mall and Kwagga Mall redevelopments were completed and delivered to the Company on 1 November 2018 and 1 December 
2018 respectively thereby adding 17 176 m2 to the GLA of the portfolio. In terms of the exchange agreements in this regard, the consideration 
shares, being    13 867 240 shares in Exemplar, rank for distribution from the date that the redevelopments were delivered to Exemplar, which 
was also the date that Exemplar was entitled to the income from the redevelopments. The consideration shares themselves were however only 
issued in March 2019 when all conditions of the exchange agreements were fulfilled and consequently these shares reflect as "Shares to be 
issued" in the summarised consolidated statement of changes in equity above.

New developments

As detailed in the prospectus Exemplar agreed to acquire three new developments, being Katale Square, Mabopane Square and Riba Cross Mall, 
from their respective vendors, subject to them being developed to the agreed specification and within certain agreed time frames. The 
construction of Katale Square and Mabopane Square is progressing well and they are scheduled for opening on 27 June 2019 and 31 October 2019 
respectively. Construction of Riba Cross Mall has not yet commenced as to date it has not been sufficiently let. The delay of Riba Cross Mall 
is not expected to have a significant effect on the forecast for the year ending 29 February 2020 at a per share level, both earnings and net 
asset value.

BORROWINGS AND INTEREST RATE HEDGING

Total facilities available to the Company at the reporting date amounted to R2,280 billion of which R1,7 billion had been utilised. R380 
million of the total facilities is earmarked for the cash components of the acquisitions of Katale Square, Mabopane Square and Riba Cross 
Mall. R200 million of the total facilities are structured as a revolving credit facility against which surplus funds are deposited such that 
as at the reporting date the revolving credit facility was unutilised. The loan terms are 3, 4 and 5 years expiring in 2021, 2022 and 2023. 
The loan to value ratio, measured as financial liabilities net of cash over investment property, was 30,9% at the reporting date. The 
Company's weighted average cost of borrowing is 3-month JIBAR plus 1.86% excluding the amortisation of hedging costs and participation fees.

The company has entered into the following sequence of collar and cap transactions to hedge its interest rate exposure:

                         Fixed rate payer   Floating rate payer   Cap/Floor rate (3m JIBAR)       Notional  
  Interest rate cap      Exemplar           Counterparty                              7.25%   R1,1 billion  
  Interest rate cap      Counterparty       Exemplar                                  8.75%   R1,1 billion  
  Interest rate collar   Exemplar           Counterparty                              7.00%   R1,1 billion  
  Interest rate cap      Exemplar           Counterparty                              7.25%   R600 million  
  Interest rate cap      Counterparty       Exemplar                                  8.00%   R600 million  
  Interest rate collar   Exemplar           Counterparty                              7.00%   R600 million  

The arrangements terminate on 4 October 2021. The effect of the hedging arrangements is that the Company has no interest rate exposure on 
R1,7 billion of its nominal debt should 3-month JIBAR fluctuate between 7.25% and 8.00%, and no exposure on R1,1 billion of its nominal debt 
should 3-month JIBAR fluctuate between 8.00% and 8.75%. The Company has foregone any upside should 3-month JIBAR trade below 7.00%.

  SEGMENT ANALYSIS AND RECONCILIATION TO DISTRIBUTABLE INCOME

  Segment analysis                                                                                                                          
  R'000                                Revenue   Profit/(loss) from operations           Investment property                      GLA (m2)  
  Gauteng                              220,526                         153,465                     2,399,000                       124,103  
  Mpumalanga                           121,197                          80,654                     1,298,825                        81,136  
  KwaZulu Natal                         81,006                          48,308                       753,000                        59,135  
  Limpopo                               77,447                          51,338                       778,579                        53,417  
  Eastern Cape                          17,255                           9,414                       177,000                        13,597  
  Exemplar H/O                                                        (12,620)                             -                             -  
  Total                                517,431                         330,559                     5,406,404                       331,388  

  Reconciliation between earnings and distributable income                  
                                                                        Audited for the 9 months ended      Forecast for the 9 months ended  
                                                                                           28 Feb 2019                          28 Feb 2019  
  Profit for the 9 months attributable to equity holders of Exemplar                           335,937                              191,585  
  Fair value adjustment to investment properties                                             (161,697)                               37,770  
  Non-controlling interest in fair value adjustment to investment properties                    27,338                                    -  
  Fair value adjustment to derivative financial instruments                                      3,643                                    -  
  Straight-line lease income adjustments                                                      (13,191)                             (37,770)  
  Non-controlling interest in straight-line lease income adjustments                             1,509                                    -  
  Deferred tax movement                                                                        (1,100)                                    -  
  Antecedent adjustment                                                                          2,650                                4,641  
  Distributable income                                                                         195,089                              196,226  
                                                                                                                                               
  Number of shares in issue                                                                305,871,896                          319,739,136  
  Number of shares ranking for distribution                                                319,739,136                          319,739,136  
                                                                                                                                                
  Distributable income per share (cents)                                                         61.84                                61.37  
                                                                                                                                            
  Distributable income for the year                                                            195,089                              196,226  
  Interim dividend paid                                                                       (58,422)                                    -  
  Dividend per share (cents)                                                                     19.10                                    -  
  Number of shares                                                                         305,871,896                          305,871,896  
                                                                                                                                               
  Final dividend                                                                               136,668                              196,224  
  Dividend per share (cents)                                                                     42.74                                61.37  
  Number of shares                                                                         319,739,136                          319,739,136  
                                                                                                                                             
  Dividend per share for the 9 months (cents)                                                    61.84                                61.37  


PROSPECTS
Exemplar remains poised for growth due to its strategic relationship with MPD which has a development pipeline of several hundred thousand 
square meters of GLA. As mentioned, Katale Square and Mabopane Square, currently being developed by MPD and already agreed to be acquired by 
Exemplar, are due for opening on 27 June 2019 and 31 October 2019 respectively. The purchase prices, due to be settled on completion, are as 
follows:


                     No of Exemplar shares           Cash  
  Katale Square                  1,418,000    R95,820,000  
  Mabopane Square                4,460,730   R132,392,700  
                                 5,878,730   R228,212,700  

Other MPD developments recently announced and likely to be acquired by Exemplar in the near future include Capital Mall, the Mall of Tembisa 
as well as the developments being undertaken in Mamelodi and Dobsonville jointly with Putprop Limited. In addition to these "in-house" green 
fields developments, Exemplar is and will continue to seek other acquisitions where the opportunity exists to enhance the value of these 
assets through our experienced and dedicated property management team.

Forecast

The board is of the view that the actual results for the year ending 29 February 2020 will not differ materially from the forecast presented 
in Exemplar's Prospectus

As indicated in the Prospectus 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.

CAPITAL RAISING ACTIVITIES

Despite the relatively low gearing levels and cost of debt, the board is desirous of raising equity capital to enhance the company's ability 
for acquisitions as well as improve liquidity in the Exemplar share and intends approaching the equity capital markets during the current 
financial year. The company will not raise equity capital at pricing levels that are detrimental to the company and existing Exemplar 
shareholders.

DIVIDEND DECLARATION

Dividend number 2 of 42.74348 cents per share for the six months ended 28 February 2019 will be paid to shareholders in accordance with the 
timetable set out below:

Last date to trade cum dividend                      Tuesday, 11 June 2019
Shares trade ex dividend                             Wednesday, 12 June 2019
Record date                                          Friday, 14 June 2019
Payment date                                         Tuesday, 18 June 2019

The dividend will be transferred to dematerialised shareholders' CSDP/broker accounts on Tuesday, 18 June 2019. Certificated shareholders' 
dividend payments will be paid to certificated shareholders' bank accounts on or about Tuesday, 18 June 2019.

In accordance with Exemplar'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 dividend on the shares will be 
deemed to be a dividend, for South African tax purposes, in terms of section 25BB of the Income Tax Act.

The dividend received by or accrued to South African tax residents must be included in the gross income of such shareholders and will not be 
exempt from income tax (in terms of the exclusion to the general dividend exemption, contained in paragraph (aa) of section 10(1)(k)(i) of the 
Income Tax Act) because it is a dividend distributed by a REIT. This dividend is, however, exempt from dividend withholding tax in the hands 
of South African tax resident shareholders, provided that such shareholders provide the following forms to their Central Securities Depository 
Participant ("CSDP") or broker, as the case may be, in respect of uncertificated shares, or the Company, in respect of certificated shares:

a) a declaration that the dividend is exempt from dividends tax; and 
b) a written undertaking to inform the CSDP, broker or the Company, as the case may be, should the circumstances affecting the exemption 
change or the beneficial owner cease to be the beneficial owner, 

both in the form prescribed by the Commissioner for the South African Revenue Service. Shareholders are advised to contact their CSDP, broker 
or the Company, as the case may be, to arrange for the abovementioned documents to be submitted prior to payment of the dividend, if such 
documents have not already been submitted.
 
Dividends received by non-resident shareholders will not be taxable as income and instead will be treated as an ordinary dividend which is 
exempt from income tax in terms of the general dividend exemption in section 10(1)(k)(i) of the Income Tax Act. Any distribution received by a 
non-resident from a REIT will be subject to dividend withholding tax at 20%, unless the rate is reduced in terms of any applicable agreement 
for the avoidance of double taxation ("DTA") between South Africa and the country of residence of the shareholder. Assuming dividend 
withholding tax will be withheld at a rate of 20%, the net dividend amount due to non-resident shareholders is 34.19478 cents per share. A 
reduced dividend withholding rate in terms of the applicable DTA may only be relied on if the non-resident shareholder has provided the 
following forms to their CSDP or broker, as the case may be, in respect of uncertificated shares, or the Company, in respect of certificated 
shares:

a) declaration that the dividend is subject to a reduced rate as a result of the application of a DTA; and 
b) a written undertaking to inform their CSDP, broker or the Company, as the case may be, should the circumstances affecting the reduced rate 
change or the beneficial owner cease to be the beneficial owner, 

both in the form prescribed by the Commissioner for the South African Revenue Service. Non-resident shareholders are advised to contact their 
CSDP, broker or the Company, as the case may be, to arrange for the abovementioned documents to be submitted prior to payment of the dividend 
if such documents have not already been submitted, if applicable.

Shares in issue at the date of declaration date of the dividend: 319 739 136

Exemplar income tax reference number: 4860281965

BASIS OF PREPARATION

These audited summarised consolidated results for the financial year ended 28 February 2019 ("the results") have been prepared in accordance 
with International Financial Reporting Standards ("IFRS"), IAS 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued 
by the Financial Reporting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, 
the JSE Listings Requirements and the requirements of the Companies Act of South Africa, No 71 of 2008. The accounting policies applied in the 
preparation of the results are in accordance with IFRS and are consistent with those applied in the preparation of the forecast statements of 
comprehensive income and the pro forma statement of financial position reflected in the Company's prospectus issued on 30 May 2018.

The results were prepared under the supervision of the Chief Financial Officer, DA Church CA(SA). They have been extracted from the group's 
consolidated annual financial statements which have been audited by the Company's independent auditors, BDO South Africa Inc, but this results 
announcement itself has not been audited. The independent auditors have expressed an unmodified opinion on the group's consolidated annual 
financial statements. A copy of the group annual financial statements incorporating the audit opinion is available at the Company's registered 
office.

The directors are not aware of any matters or circumstances arising subsequent to 28 February 2019 that would require any disclosure or 
adjustment to the results, other than as disclosed in this announcement. The directors further take full responsibility for the preparation of 
this results announcement and for ensuring that the financial information has been correctly extracted from the underlying audited financial 
statements.

For and on behalf of the board
Exemplar REITail Limited
23 May 2019
Executive directors                        Independent non-executive directors
Jason McCormick (CEO)                      FM Berkeley (Chairman)
DA Church (CFO)                            PJ Katzenellenbogen (Lead)
John McCormick (Executive director)        GVC Azzopardi
                                           EP Maponya
Company Secretary
A Booysen BA(Hons) LLB
Registered Office
Sokatumi Estate, Cnr Lyttelton Road and Leyden Avenue, Clubview, Centurion, 0157
PO Box 12169, Clubview, 0014
Transfer Secretaries
Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196
PO Box 61051, Marshalltown, 2107
Auditor
BDO South Africa Inc
Sponsor
Java Capital

Date: 23/05/2019 05:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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