Annual Financial Report

17 December 2014

SOUTH AFRICAN PROPERTY OPPORTUNITIES PLC

('SAPRO' or the 'Group')

Final results for the year ended 30 June 2014

 South African Property Opportunities plc (AIM: SAPO), an investment company established to invest in real estate opportunities in South Africa, announces its final results for the year ended 30 June 2014.

 A copy of the results announcement will be available on the Company's website at www.saprofund.com

For further information please contact:

Paul Fincham/Robert Naylor +44 (0) 20 7886 2500

Panmure Gordon

Ian Dungate/David Parnell + 44 (0) 1624 692600

Galileo Fund Services Limited

Chairman's Statement

The key positive event for South African Property Opportunities Plc ("SAPRO" or the "Company") during the year was the cash receipts from the sale of the largest assets at Longland and Sandton which together with other receipts allowed distributions to be made totalling 19 pence per share. A further distribution of 5p was made in October 2014. The Company has also reduced its bank debt to zero, in line with strategy.

Despite this progress, the results have again been adversely affected by the fall in the Rand and by persistently low economic growth in South Africa.

Performance

Net Asset Value ("NAV") has fallen by 32 pence per share from 69 pence per share to 37 pence per share. The fall reflects distributions of 19 pence per share and a net loss of 13 pence per share. The loss of 13 pence per share arises from foreign exchanges losses (10 pence per share), losses on our sales and holdings of property (1 penny per share) and costs of 2 pence per share.

EPRA net asset value has fallen from 69 pence per share to 36 pence per share and the primary difference to NAV is that this number takes into account performance fees that may be paid on future sales and distributions.

The South African Rand has continued to move adversely against Sterling, from an exchange rate of ZAR:GBP 15.06 at 30 June 2013 to ZAR:GBP 18.19 at the year end, a 17.2% fall. The Company does not hedge currency exposure.

Costs have fallen from £1.48 million for the year ended June 2013 to £1.02 million in the current year (excluding incentive payments made on the distributions). On 2nd July 2014 the Company announced a change in management arrangements which had the effect of an immediate reduction in fixed fees of £135,000 per annum. The Board continues to look for ways to reduce costs, as the portfolio size falls.

At the balance sheet date cash balances totalled £4.6 million. Since the year end certain sales have taken place with £2.3 million being received. Cash balances are currently circa £3.2 million.

Debt levels

As at the year end the group (SAPRO and its subsidiaries) has no bank debt with its final facility of £1.4 million relating to Kindlewood repaid in the year.

Valuations

The value of the remaining assets, and the pricing of recent further sales from the portfolio, have been impacted by a number of factors including low demand for development land, continued difficulty in obtaining planning consents and problems accessing essential services like power and water. For assets held as at 30th June 2014, the fall in value in Rand terms over the year on a like for like basis was 6%. The Manager's Report provides further information on the reasons for these declines.

Asset Sales

Further progress on sales of assets was made during the year, as follows:

· The sale of Longland announced in November 2012 completed during the year and the proceeds were received.

· The sales conditions for Sandton referred to in the announcement of 14 September 2012 were satisfied and the sales proceeds for both the Wedgewood and Starleith portions were received during the year.

· The final tranche of sales proceeds for the part sale of Gosforth Park were received during the year, with the sale of the last remaining development site concluding post year end.

· The partner's stake for Kyalami was acquired and the entire asset was sold with sales proceeds being received on a phased basis.

· Post year-end the remaining Kindlewood asset has been sold and the proceeds received.

Outlook

The continued falls in value reflect limited demand for development sites. The Company's strategy is to optimise site value through active management - particularly through improving planning and service provision - then to sell. Processes with utilities providers and Government agencies in South Africa remain cumbersome. Given that the agreed strategy for the Company is to dispose of the portfolio, the Board takes a pragmatic approach to sale opportunities negotiated by the Manager.

I would like to thank my Board colleagues and our investment manager for their support during the year.

David Hunter

Chairman

16 December 2014

Report of the Investment Manager

Executive Summary

This report is prepared by Bridgehead in its recently appointed capacity (July 2014) as Investment Manager to SAPRO. During the full period under review SAPRO was managed by Group Five whose responsibilities at the time were overseen by SAPRO executive director Craig McMurray. Mr McMurray is the principal and CEO of Bridgehead.

The South African macroeconomic environment as a whole together with the local real estate market endured another lacklustre performance over the second half of 2013 and into 2014. The pedestrian rate of economic growth was hampered by political uncertainty relating to the national elections, a strike hit mining sector, increasing civil unrest, low business confidence, rising interest rate cycle, exchange rate volatility and global uncertainty, especially with the country's major trading partners.

In June Standard & Poor's downgraded South Africa's sovereign credit rating to BBB- on account of sluggish economic growth and reduced tax collection, making it harder for the country to cut debt and the budget deficit. S&P said it did not believe the government would "manage to undertake major labour or other economic reforms that will significantly boost GDP (gross domestic product) growth". 

Against this anaemic background SAPRO continued to drive the sale of its portfolio of development land and completed properties. Over the period the property holdings reduced by approximately 17% on an absolute value basis while planning permissions and development approvals continued to be progressed on the remainder of the portfolio. Protracted delays in the ability to secure planning approvals and zoning rights together with severe shortages in the availability of bulk services (water and electricity) impacted negatively on the South African development industry. As a result a definite downward pressure on land values was recorded for SAPRO assets exposed to such risks.

On a positive note SAPRO improved its cash liquidity through sales receipts (property assets and interests in associated companies) and repaid all its bank debt finance obligations, allowing it to commence with its first distributions of capital to investors. Including post balance sheet sales (ZAR 42 million - see page 8) the portfolio has reduced from a total of 12 properties to 8 properties remaining for sale as at time of reporting.

South African Property Market

Despite the subdued economic growth, South African real estate sector (income producing portfolios) upheld modest growth for the first six months in 2014 delivering a total return of 7.4% off the back of a total return in 2013 of 15.2% (IPD South Africa). The improved performance was attributed to an improved capital growth of 3.1% which was underpinned by an increased base rental growth and a firming in the rental yield. Income returns remained consistent at 4.2%. Operating costs remain the biggest challenge for landlords as they faced double digit increases in municipal rates and taxes. The containment of operating costs is a key priority for landlords considering they averaged 44.6% as a percentage of gross rentals as at June 2014 (source: Broll).

The total amount of all buildings completed in South Africa for the three months to June 2014 is the lowest since the first quarter of 2005 demonstrating that construction is under extreme pressure. The decline in construction activity between the first and the second quarters of 2014 was 16.2% or 50.7% on a seasonally and annualised basis respectively. This in itself was the biggest decline since April 2010 and again shows how fragile South African consumers and business confidence are at present and the uncertainty in the South African economy at large.

In 2013 the industrial property sector outperformed the retail and commercial sectors with a total return of 17.1%. The latter sectors posted returns of 16.8% and 13.6% respectively. While retail property continued to remain resilient despite subdued economic growth the continued pressure on household indebtedness is expected to weigh on retail performance going forward.

The office market stands out as the most vulnerable sector currently considering the high vacancy rates while the high rate of speculative office development underway in certain decentralised urban nodes (as high as 40%) may pose further downside risk to returns in 2014/15.

As a whole the economic malaise and lack of business confidence in local government delivery is weighing heavily on market sentiment, negatively impacting on residual land values and development activity.

Portfolio Analysis

The following portfolio valuations have been provided by the third party valuer, Broll, and represent the total portfolio prior to the adjustments required for IFRS accounting.

Embedded images removed - please refer to the Company's website www.saprofund.com for the Portfolio Analysis showing the portfolio mix of the different assets by valuation as at 30 June 2013, 30 June 2014 and 20 November 2014.

Portfolio Sector Analysis

Embedded images removed - please refer to the Company's website www.saprofund.com for the Portfolio Sector Analysis as at 30 June 2013, 30 June 2014 and 20 November 2014.

Debt Levels and Refinancing Arrangements

The Group's bank debt levels of £1.4 million were entirely repaid during the year.

Valuations

The total value of the portfolio has declined 17% on an absolute value basis which includes the sale of a number of assets by 12% as well as a write down in value on certain assets by 5% during the period.

The remaining assets in the portfolio dropped by 6% during the year. Vacant land holdings dropping by 9% while SAPRO recorded a write up of 11% in the value of certain completed properties.

Write downs are all a function of weaker land prices influenced by the continued deterioration in the national economy, increasing inflation and interest cycle as well as the delays in electricity infrastructure delivery by Eskom. African Renaissance and Lenasia were the hardest hit.

The following assets were written down;

The table below represents a year on year comparison of the portfolio valuation*.

Sales Activity 

Properties sold and transferred during the financial year:

\* Transactions concluded during the 2013 financial year with receipts received during 2014.

** The sales amount relates to the total transaction value, the sales receipts reflects SAPRO's share

Properties sold post balance sheet date:

Asset Classification Table

Portfolio Management

African Renaissance

Description: Comprises a 133 hectare vacant development site which is predominantly residential with approximately 10ha zoned for 61 000m2 of retail. This land is well located in the East of Pretoria and has excellent access on and off a national road (N4). SAPRO is now a 100% owner.

Action taken or underway: Servicing calculations have been planned for varying options on the site to maintain design flexibility on the Site Development Plan (SDP) within phasing and approvals available for prospective buyers.

The retail development scheme remains difficult and is heavily reliant on the commencement of all the proposed residential development schemes in the area.

Sales progress: Negotiations and investigations by prospective developers continue.

Strategy: Phased development options continue to be explored to alleviate the risk weighted cost of a single project to prospective developers.

Brakpan

Description: Comprises two vacant stands totalling 6.64 hectares. The rezoning application submitted is based on 25,000 square metres of developable commercial bulk. The site is situated to the east of Johannesburg. SAPRO holds 50% as at 30 June 2014.

Action taken or underway: A revised traffic impact assessment has been re-submitted. The remaining application documents are under preparation for submission in the first quarter of 2015.

Sales progress: Limited meaningful interest to date.

Strategy: Focus remains on obtaining the planning approvals and removing risk to prospective Buyers.

Clayville

Description: Comprises 49 hectares of vacant land located in Olifantsfontein north of Johannesburg. SAPRO held 100% as at 30 June 2014.

Action taken or underway: Electricity supply issues continue to impact the marketability of this property. Three environmental impact studies have been submitted under the new legislation on all 3 extensions to the land. To date two positive approvals out of the three submissions have been received. We expect the last outstanding EIA approval by Q1 2015.

Sales progress:Limited interest to date without improved clarity on supply of electricity.

Strategy:  Gain approvals on three independent extensions to improve marketability by reducing the electrical capacity requirement per site.

Emberton

Description: This property is located in Hillcrest, north of Durban currently operated as a golf driving range. The site is 15,35 hectares and is currently unzoned. A re-zoning application for a residential estate with limited commercial rights is under submission. SAPRO holds 100% as at 30 June 2014.

Action taken or underway: Following the planning submission a decision of the appeal tribunal board is awaited following one objection. The decision is expected by December 2014.

Sales progress: The property is well located and appealing to developers with sales negotiations under way with various parties.

Strategy: Pressure decision by Appeals Tribunal and close out sale with interested Buyer.

Gosforth Park

Description: Comprises the residual 3.7 hectare portion of an original 42 hectare proclaimed industrial and commercial site south east of Johannesburg. SAPRO held 100% as at 30 June 2014.

Action taken or underway: n/a.

Sales progress: Sold post balance sheet date.

Strategy: n/a

Acacia Park

Description: Comprises twenty-two sectional title mini-industrial units on a serviced stand in Imbonini Phase I. SAPRO held 100% as at 30 June 2014.

Action taken or underway: n/a

Sales progress: All properties sold post balance sheet date.

Strategy: Awaiting final instalment sale (Feb 15) on last property.

Imbonini Phase I

Description: Comprises a 36 hectare zoned industrial estate in Ballito north of Durban. SAPRO holds 100% as at 30 June 2014.

Action taken or underway: No outstanding issues.

Sales progress: The market is extremely slow and the small end users are struggling to raise the required land and development financing. Many of the existing purchasers have still not built on their stands.

Strategy: Sales incentives to buyers continue to be explored to attract buyers at market related values.

Imbonini Phase II

Description: Comprises a 77 hectare site in close proximity to Imbonini Phase I and currently zoned industrial following our compliance with the DFA requirements. SAPRO holds 100% as at 30 June 2014.

Action taken or underway: All planning requirements have been met. The DFA approval was also achieved as per expectation.

Sales progress: The size and valuation of the land parcel limits its marketability. We continue to market to national developers and institutional funds, but recent activity further South (Cornubia hub) has seen significant developable bulk come to market in direct competition with this site.

Strategy: The approach of dividing the land parcel into smaller components is now under review and being assessed. Servicing can then be done on a piece-meal basis which may help affordability. In parallel, the focus on finding a single purchaser will continue.

Kindlewood

Description: Comprises two adjoining projects (Kindlewood phases 1 and 2) with a combined area of 5.3 hectares. Phase one comprises forty-one completed upper income single family homes in a gated suburban community north of Durban. Thirty four of the forty-one houses have been sold. Phase 2 is a difficult site due to the gradient of the land. SAPRO held 89% as at 30 June 2013.

Action taken or underway: Property sold.

Sales progress:Property sold.

Strategy: Sold houses at market value and deeply discounted Phase 2 site on account of high holding costs and limited buyer interest to date.

Lenasia

Description: Comprises a 13 hectare commercial development site in Lenasia, south of Johannesburg. SAPRO holds 100% as at 30 June 2014.

Action taken or underway: The traffic impact issues have been resolved and we await the positive comments from Johannesburg Roads Agency (JRA). Thereafter the storm water layouts and traffic designs will be updated to include conditions stipulated per council comments. The rezoning application can then be updated for submission. Approvals are expected around Q4 2015.

Sales progress:Previously interested parties re-engaging on account of final approvals and improved certainty around supply of electricity which may take some time to secure.

Strategy: Exploring the sale of a first phase utilising the available electrical supply however, town planning issues need to be overcome relating to the prior proclamation of the site. Our focus thus remains on securing electricity and site access to retain interested parties and uphold purchase price at market values.

Lilianton/Driefontain

Description: Comprises 11.0 hectares of vacant development land (mainly residential with future plans to rezone a portion for commercial rights) east of Johannesburg. SAPRO holds 100% as at 30 June 2014.

Action taken or underway: We have completed all approvals for the site, yet have held back on proclamation of the site to avoid rates and taxes costs.

Sales progress:Prospective buyers are committing to smaller density projects, as such a phased sale structure is under consideration.

Strategy: Pursue sub-division into smaller land parcels allowing marketing to a wider developer audience.

Conclusion

SAPRO has significantly improved its portfolio ownership and control structures through the discontinuation of most of its development partnerships by way of buy outs or sell outs. With the settlement of all debt finance liabilities as well as restructuring the Group fixed cost contracts the company has improved liquidity of assets and is better positioned to realise the remainder of its portfolio.

Outstanding planning approvals on 3 properties (Brakpan, Clayville and Lenasia) that will continue to impact significantly on sales success constituted around 22% of portfolio value as at 30 June 2014. Albeit that the numerous sales are currently under negotiation the major challenge for continued momentum on progress and achieving value in 2015 will be the extent to which there is an improvement in both market conditions and local government service delivery.

Bridgehead Real Estate Fund (Pty) Ltd

Investment Manager

16 December 2014

Report of the Directors

The Directors hereby submit their annual report together with the audited consolidated financial statements of South African Property Opportunities plc (the "Company") and its subsidiaries (the "Group") for the year ended 30 June 2014.

The Company

The Company is incorporated in the Isle of Man and holds a portfolio of property interests in South Africa.

Currency and debt

The Group does not hedge its exposure in its Rand assets and liabilities. Debt facilities are typically secured on individual properties and are Rand denominated.

Divestment strategy

Following a strategic review the Company intends to dispose of the Group's portfolio where acceptable returns can be generated and return excess capital to shareholders.

Results and dividends

The results and position of the Group at the year end are set out on pages 18 to 42 of the financial statements.

Two distributions were paid during the year, 10 pence per Ordinary Share on 9 August 2013 and 9 pence per Ordinary Share on 23 April 2014 (2013 £nil). A further distribution of 5 pence per Ordinary Share was paid on 31 October 2014.

Directors

The Directors who served during the year and up to the date of this Report were as follows:

Directors and other interests

Save as disclosed above and as detailed in note 8, none of the Directors had any interest during the year in any material contract for the provision of services which was significant to the business of the Company.

Independent auditor

BDO LLP, being eligible, has indicated its willingness to continue in office.

Corporate governance

The Directors recognise the importance of sound corporate governance. The Directors are responsible for overseeing the effectiveness of the internal controls of the Company designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made and which is issued for publication is reliable and that the assets of the Group are safeguarded.

The Board has established the following committees with specific areas of responsibility.

Audit Committee

The Audit Committee comprises David Saville (Chairman), David Hunter and Stephen Coe. The Audit Committee meets at least twice a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviews of the annual and interim financial statements, results announcements, internal control systems and procedures and accounting policies.

Nomination Committee

The Nomination Committee comprises David Saville (Chairman) and David Hunter. The Nomination Committee is responsible for ensuring that the Board consists of members with the range of skills and qualities to meet its principal responsibilities in a way which ensures that the interests of stakeholders are protected and promoted, and the requirements of the AIM rules are complied with.

Remuneration Committee

The Remuneration Committee comprises David Saville (Chairman), David Hunter and Stephen Coe. The Remuneration Committee meets as required and is responsible for determining and agreeing the remuneration for all members of the Board.

Management Engagement Committee

The Management Engagement Committee comprises John Chapman (Chairman) and David Hunter. The Management Engagement Committee meets as required and is responsible for reviewing the performance of the Investment Manager and for ensuring that the Company's management contract is competitive and reasonable for the Company's shareholders. It is also responsible for reviewing the performance of other third party service providers.

On behalf of the Board

Stephen Coe

Director

16 December 2014

Directors' Biographies

The Company has a board of five Directors, all of whom are independent of the Company's Investment Manager and other service providers except for Craig McMurray who is an executive director of the Investment Manager. Details of the Directors are as follows:

David Hunter - Chairman

David Hunter is a UK-based property fund consultant. For twenty years up to 2005 he was a leading property fund manager ultimately responsible for €10bn of property assets across Europe for Arlington Property Investors. David is a fellow of the Royal Institution of Chartered Surveyors, a former President of the British Property Federation, and a member of the Bank of England Property Forum.

John Chapman 

John Chapman is a member of the New York State Bar and the CFA Institute. He is currently a director of a number of other quoted investment funds.

Craig McMurray

Craig McMurray is the managing director of Bridgehead Capital Management (Pty) Limited, a real estate company managing commercial property in South Africa including Bridgehead Real Estate Fund Limited. Previously Craig was head of Credit Projects at Standard Bank of South Africa Limited.

David Saville

David Saville is an Isle of Man based property fund manager currently managing a number of property sector investment vehicles with investments predominantly in the UK and Australia. From 1992 to 2001 David was the Managing Director of Saville Gordon Estates Plc, which he was instrumental in repositioning as a FTSE 250 property company specialising in industrial property. David is a member of the Royal Institution of Chartered Surveyors. 

Stephen Coe

Stephen qualified as a Chartered Accountant with Price Waterhouse in 1990 and remained in audit practice, specialising in financial services, until 1997. From 1997 to 2003 he was a director of the Bachmann Group of fiduciary companies and Managing Director of Bachmann Fund Administration Limited, a specialist third party fund administration company. From 2003 to 2006 Stephen was a director with Investec in Guernsey and Managing Director of Investec Trust (Guernsey) Limited and Investec Administration Services Limited. He became self employed in August 2006 and is a director of a number of listed and unlisted investment funds and offshore companies including Raven Russia Limited, European Real Estate Investment Trust Limited, Kolar Gold Limited, Trinity Capital PLC and Weiss Korea Opportunity Fund Ltd. (and serves as Chairman of the Audit Committee for these companies). He has been involved with offshore investment funds and managers since 1990 with significant exposure to property, debt, emerging markets and private equity investments.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

The Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards ("IFRSs") (as adopted by the European Union). In preparing those financial statements it is the Directors' responsibility to:

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable and prudent;

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business; and

· prepare financial statements which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

On behalf of the Board

Stephen Coe

Director

16 December 2014

Independent auditor's report to the members of South African Property Opportunities plc

We have audited the financial statements of South African Property Opportunities plc for the year ended 30 June 2014 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated cash flow statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards ('IFRSs') as adopted by the European Union.

This report is made solely to the Company's members as a body, in accordance with the terms of our engagement letter. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, and the Company's members as a body for our audit work, for this report, or for the opinion we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable Isle of Man company law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council's (FRC's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent misstatements or inconsistencies we consider the implications for our report.

Opinion on the financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the group's affairs as at 30 June 2014 and of its loss for the year then ended; and

• have been properly prepared in accordance with IFRSs as adopted by the European Union.

BDO LLP

Chartered Accountants

London

United Kingdom

16 December 2014

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Consolidated Income Statement

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

The financial statements were approved and authorised for issue by the Board of Directors on 16 December 2014 and signed on its behalf by:

David Hunter Stephen Coe

Director Director

Consolidated Statement of Changes in Equity

Consolidated Cash Flow Statement

Notes to the Financial Statements

1 General information

South African Property Opportunities plc (the "Company") was incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 on 27 June 2006 as a public limited company with registered number 117001C. On 7 January 2011 with the approval of Shareholders in general meeting, the Company was re-registered as a company under the Isle of Man Companies Act 2006 with registered number 006491v. South African Property Opportunities plc and its subsidiaries' (the "Group") investment objective is to achieve capital growth from the development and subsequent sale of a portfolio of real estate assets in South Africa.

The Company's property activities were managed by Group Five Property Developments (Pty) Limited ("Group Five"). Bridgehead Real Estate Fund (Pty) Ltd ("Bridgehead") was appointed as the replacement investment manager with effect from 1 July 2014. The Company's administration is delegated to Galileo Fund Services Limited (the "Administrator"). The registered office of the Company is Millennium House, 46 Athol Street, Douglas, Isle of Man, IM1 1JB.

Pursuant to a prospectus dated 20 October 2006 there was an authorisation to place up to 50 million shares. Following the close of the placing on 26 October 2006, 30 million shares were issued at a price of 100p per share.

The shares of the Company were admitted to trading on the AIM Market of the London Stock Exchange ("AIM") on 26 October 2006 when dealings also commenced. On the same date the shares of the Company were admitted to the Official List of the Channel Islands Stock Exchange (the "CISX").

As a result of a further fundraising in May 2007, 32,292,810 shares were issued at a price of 106p per share, which were admitted to trading on AIM on 22 May 2007.

The Company's agents and its Investment Manager perform all functions, other than those carried out by the Board's executive and non-executive directors. The Group has two executive directors.

Financial year end

The financial year end of the Company is 30 June in each year.

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

2.1 Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The financial statements have been prepared under the historical cost convention. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates (see note 2.2). It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

These financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities as and when they fall due for the foreseeable future. See note 2.2 for further information.

Future changes in accounting policies

IASB (International Accounting Standards Board) and IFRIC (International Financial Reporting Interpretations Committee) have issued the following standards and interpretations with an effective date after the date of these financial statements. These standards have not been early adopted by the Group and the directors do not expect that the adoption of the standards listed below will have a material impact on the future financial statements of the Group.

*Effective date deferred pending finalisation of the impairment and classification and measurement requirements.

2.2 Critical accounting estimates and assumptions

Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are addressed below.

(a) Going concern

These financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities as and when they fall due for the foreseeable future.

The Directors have prepared forecasts that indicate that the Group will be able to meet its financial obligations from existing cash resources and the projected sales proceeds from sale of inventory.

(b) Estimated impairment of inventory, investment in associates and loans to associates

The Group obtains third party semi-annual valuations performed by Broll (Broll represent CBRE under the terms of a network agreement whereby Broll represent CBRE in those sub-Saharan markets where CBRE do not have a presence of their own. Together with South Africa this includes Nigeria and Ghana). These are used in conjunction with the strategic plan for each development in order to determine any impairment of inventory, investments in associates and loans to associates.

The determination of valuations of inventory requires the use of estimates such as future cash flows from developments along with discount rates applicable to those assets, or estimates such as a comparison of the inventory against similar assets. These estimates are based on local market conditions existing at the date of the statement of financial position.

The continuing volatility in the global financial system is reflected in the turbulence in real estate markets across the world. The resulting low level of transaction volumes continued this year. The third party valuers have used their market knowledge and professional judgement and have not relied solely on historical transaction comparables. In these circumstances, there is a greater degree of uncertainty than exists in a more active market in estimating the market values of inventory.

During the year there were impairment charges in relation to inventory (see note 13).

(c) Estimated impairment of goodwill

The Group tests annually for whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.7. The recoverable amount of the cash generating unit has been determined using fair value less cost to sell. This calculation requires the use of estimates, see note 12 for further details.

2.3 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Pound Sterling, which is the Company's functional and the Group's presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated income statement.

 (c) Group companies

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

(ii) income and expenses for each income statement are translated at average exchange rates; and

(iii) all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to other comprehensive income. When a foreign operation is partially disposed or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

2.4 Revenue and expense recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of inventory in the ordinary course of the Group's activities and rental income received or receivable in relation to operating leases. Revenue is shown net of value added tax.

The Group recognises revenue from the sale of inventory on the transfer of the risks and rewards of ownership, which is when all the contractual conditions of sale have been met.

Operating lease income in respect of rents is recognised in the income statement on a straight-line basis over the period of the lease and relates to leases in which a significant portion of the risks and rewards of ownership are retained by the Group, as lessor, and are classified as operating leases.

Interest income is recognised in the financial statements on a time-proportionate basis using the effective interest method.

Interest expense for borrowings is recognised in the financial statements using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating the interest income or interest expense over the period.

Expenses are accounted for on an accruals basis.

2.5 Basis of consolidation

Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de-facto control. De-facto control may arise in circumstances where the size of the Group's voting rights relative to the size and dispersion of holdings of other shareholders give the Group the power to govern the financial and operating policies, etc.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Transactions and non-controlling interests

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised gains/losses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Associates

Associates are those entities in which the Group has a significant influence, but no control, generally accompanying a shareholding of between 20 per cent. and 50 per cent. of the voting rights. Associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss. The consolidated financial statements include the Group's share of its associates' profits or losses, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group's share of losses exceeds its interest in an associate, the carrying amount of that interest (including any long-term investment) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

2.6 Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is the person or group that allocates resources to and assesses the performance of the operating segments of an entity. The Group has determined that its chief operating decision-maker is the Board of the Company.

The Board reviews the Group's internal reporting in order to assess performance and allocate resources. Based on this internal reporting to the Board, it has been determined that there is only one operating segment, property development in the Republic of South Africa.

2.7 Intangible assets

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the identifiable net assets (including intangible assets) of the acquired subsidiary.

Goodwill is carried at cost less accumulated impairment losses. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is subsequently not reversed.

2.8 Financial assets and financial liabilities

The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. The Board determine the classification of its financial assets at initial recognition.

At 30 June 2014 and 2013 the Group did not have any financial assets at fair value through profit or loss or available for sale. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date which are classified as non-current assets. The Group's loans and receivables comprise 'trade and other receivables' and 'cash at bank' in the balance sheet (notes 14 and 15).

The Group classifies its financial liabilities in the following categories: at fair value through profit or loss and other liabilities. At 30 June 2014 and 2013 the Group did not have any financial liabilities at fair value through profit or loss. Other liabilities comprise 'loans from third parties', 'trade and other payables' and 'borrowings' in the balance sheet (notes 18, 19 and 20).

2.9 Inventories

Land and buildings that are being developed for future sale are classified as inventory and recorded at cost on initial recognition. Building costs and borrowing costs in relation to inventory are capitalised. Land and building for development is subsequently carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less selling expenses.

2.10 Loans and receivables

Loans and receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.

Significant financial difficulties of the counterparty, probability that the counterparty will enter bankruptcy or financial reorganisation, and default in payments are considered indicators that the amount to be received is impaired. Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

2.11 Cash and cash equivalents

Cash and cash equivalents comprise cash deposited with banks and other short-term highly liquid investments with original maturities of three months or less.

2.12 Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently at amortised cost using the effective interest method.

2.13 Taxation

The Company is resident for taxation purposes in the Isle of Man and is subject to income tax at a rate of zero per cent. The Group is liable for tax in the Republic of South Africa on the activities of its subsidiaries and associates.

The tax expense represents the sum of the tax currently payable, which is based on taxable profits for the year. The Group's liability is calculated using tax rates enacted or substantially enacted at the balance sheet date.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

2.14 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Borrowing costs directly attributable to assets in the course of construction are capitalised.

2.15 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

2.16 Distributions

Distributions are recognised as a liability in the year in which they are declared and approved.

3 Risk management in respect of financial instruments

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. The financial risks relate to the following financial instruments: loans and receivables and other liabilities as detailed in note 2.8.

Foreign currency risk

Foreign currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The Group's operations are conducted in jurisdictions which generate revenue, expenses, assets and liabilities in currencies other than Pound Sterling ("the functional currency of the Company"). As a result the Group is subject to the effects of exchange rate fluctuations with respect to these currencies. The currency giving rise to this risk is the South African Rand.

The Group's policy is not to enter into any currency hedging transactions.

The table below summarises the Group's exposure to foreign currency risk in respect of its financial instruments:

At 30 June 2014, had the Pound strengthened/weakened by 5 per cent. against the South African Rand, with all other variables held constant, the impact on equity of the above financial instruments would be a decrease/increase of £100,000 (30 June 2013: 5 per cent. currency movement, increase/decrease £95,000).

Included in the income statement is a foreign exchange loss of £7,685,769 (2013: loss £8,709,948) which includes a loss of £7,633,008 (2013: loss £8,677,949) arising on the translation of the loan from the Company to its direct subsidiary, SAPSPV Holdings RSA (Pty) Limited; a loan which is denominated in South African Rand. On consolidation, the corresponding foreign exchange gain (2013: gain) arising on translation of this loan in SAPSPV Holdings RSA (Pty) Limited from the functional currency of South African Rand to the presentation currency of Pound Sterling is included in the foreign currency translation reserve within equity.

Credit risk

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Group.

The carrying amounts of financial assets best represent the maximum credit risk exposure at the balance sheet date. This relates also to financial assets carried at amortised cost.

At the reporting date, the Group's financial assets exposed to credit risk amounted to the following:

The Group manages its credit risk by monitoring the creditworthiness of counterparties regularly. Cash transactions and balances are limited to high-credit-quality financial institutions. Loans due from associates related to project investments in land.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall due. The Group currently manages its liquidity risk by maintaining sufficient cash and banking facilities as indicated by its cashflow forecasts. The Group's liquidity position is monitored by the Board of Directors (see note 2.2(a)).

The residual undiscounted contractual maturities of financial liabilities are as follows:

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group is exposed to interest rate risk from the cash held in interest bearing accounts at floating rates or short term deposits of one month or less, on loans due from associates, loans from third parties and on borrowings. The Company's Board of Directors monitor and review the interest rate fluctuations on a continuous basis and act accordingly.

During the year ended 30 June 2014 should interest rates have decreased by 100 basis points, with all other variables held constant, the shareholders' equity and profit for the year would have been £nil (2013: 100 basis points, £nil).

Capital risk management

The Company's primary objective when managing its capital base is to safeguard its ability to continue as a going concern whilst disposing of the Group's portfolio where acceptable returns can be generated and returning excess capital to shareholders.

Capital comprises share capital (see note 16) and reserves.

No changes were made in respect of the objectives, policies or processes in respect of capital management during the years ended 30 June 2013 and 2014.

4 Segment Information

The entity is domiciled in the Isle of Man. All of the reported revenue, £13,357,708 (2013: £13,807,207) arises in South Africa.

The total of non-current assets other than financial instruments is £778,822 (2013: £7,130,047) and all of these are located in South Africa.

Revenues of £1,539,393 (ZAR: 26,000,000), £6,383,400 (ZAR 116,100,000) and £2,089,313 (ZAR 38,000,000) were derived from single external customers and were attributable to the Kyalami development, the Wedgewood development and the Starleith development respectively (30 June 2013: £10,579,170 (ZAR 146,626,243) attributable to the Gosforth development).

5 Operating leases

The Group leases out certain parts of its inventory under operating leases whilst it is in the process of seeking a buyer. The future minimum lease payments receivable by the Group under non-cancellable leases are as follows:

6 Cost of sales

7 Investment Manager's fees

Annual fees

Group Five was entitled to a management fee of £500,000 per annum payable monthly in arrears. This fee was reduced to £290,000 per annum from 18 March 2013. Management fees for the year ended 30 June 2014 paid to Group Five were £265,324 (ZAR 4,481,258) (30 June 2013: £429,175 (ZAR 5,948,333)). The Group entered into a termination deed on 1 July 2014 with Group Five under which the Group has agreed to pay Group Five a termination fee of £76,975 (ZAR 1.4 million) in lieu of notice.

During the year, pursuant to the investment management agreements Group Five was also entitled to recharge to the Group any costs and disbursements reasonably incurred by it in the performance of their duties, including costs of travel save to the extent that such costs are staff costs or other internal costs of the Investment Manager.

Bridgehead was appointed as the replacement investment manager with effect from 1 July 2014 and is entitled to an annual management fee of £175,000 per annum.

Sales fee

Group Five was entitled to a sales fee of up to 3 per cent. of the gross proceeds on disposal of the Group's projects (such fee is net of external brokerage costs incurred). This fee was eliminated under the new investment management agreement dated 18 March 2013. These fees were payable on sale and were considered when determining the net realisable value of inventory in prior periods (see note 13). Sales fees payable for the year ended 30 June 2014 payable to Group Five amounted to £345,909 (ZAR 5,842,326) (30 June 2013: £214,735 (ZAR 2,976,202)).

Bridgehead is not entitled to a sales fee under the investment management agreement dated 1 July 2014.

Performance fees

The Group accrued a performance fee due to Group Five based upon the market value of the portfolio which only became payable on the eventual sale of these assets so long as the sales values were better than certain agreed benchmarks. Under the new investment management agreement with Group Five dated 18 March 2013 the performance fee is now calculated based on 1.5% on the net proceeds of the sale of each asset. The reduction in performance fees considered in the assessment of the net realisable value of inventory for the year ended 30 June 2014 amounted to £95,807 (ZAR 1,618,154) (30 June 2013: reduction £57,265 (ZAR 793,692)).

The Group entered into a termination deed on 1 July 2014 with Group Five under which the Group has agreed to pay Group Five a fee of 0.5% of the net proceeds received by the Group following the sale of an asset until 1 January 2016.

Bridgehead is entitled to a performance fee of 1.5% of the net proceeds received by the Group following the sale of an asset under the investment management agreement dated 1 July 2014.

8 Other administration fees and expenses

Included within other administration fees and expenses are the following:

Directors' remuneration

The maximum amount of basic remuneration payable by the Company by way of fees to the Non-executive Directors permitted under the Articles of Association is £200,000 per annum. All Directors are each entitled to receive reimbursement of any expenses incurred in relation to their appointment. The Non-executive Directors (excluding the Chairman) were entitled to receive an annual fee of £40,000 each and the Chairman £75,000. From 1 July 2012 David Saville reduced his annual fee from £40,000 to £20,000. From 1 April 2013 the Chairman reduced his annual fee to £40,000, Stephen Coe reduced his annual fee to £35,000 and David Saville reduced his annual fee to £15,000.

Executive Directors' fees

The Executive Directors received annual basic salaries of £40,000. From 1 April 2013 John Chapman reduced his annual basic salary to £30,000. From 1 July 2014 Craig McMurray has reduced his annual basic salary to £20,000 per annum. Pursuant to the terms of their service agreements, Craig McMurray and John Chapman are entitled to incentive payments of, respectively, 1.5 per cent. and 0.5 per cent. of all sums distributed to shareholders. Their services agreements also provide for payments of the same percentages, following termination of their employment, for distributions paid or payable from cash generated during their employment. Total incentive fees for the year ended 30 June 2014 amounted to £236,713.

All directors' remuneration and fees

Total fees and basic remuneration (including VAT where applicable) paid to the Directors for the year ended 30 June 2014 amounted to £171,000 (30 June 2013: £218,250) and was split as below. Directors' insurance cover amounted to £30,213 (30 June 2013: £37,161).

9 Income tax expense

The tax on the Group's profit before tax is higher than the standard rate of income tax in the Isle of Man of zero per cent. The differences are explained below:

There are tax losses carried forward in the underlying subsidiaries of £21,165,067 (ZAR: 384,946,000) (30 June 2013: £31,060,925 (ZAR: 467,616,000)). There is no expiry date for the carrying forward of these losses. Tax losses are not carried as deferred tax assets in the consolidated balance sheet until the losses have been approved by the South African Revenue Service and the realisation of the related tax benefit through future taxable profits is probable.

10 Basic and diluted loss per share

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Group by the weighted average number of shares in issue during the year.

The Company has no dilutive potential ordinary shares; the diluted earnings per share is the same as the basic earnings per share.

11 Investments in associates

The Group's share of the results of its associates, all of which are unlisted, and its aggregated assets (including goodwill) and liabilities, is as follows:

12 Intangible assets

The above goodwill relates entirely to the Group's investment in the shares of Living 4 U Developments (Pty) Ltd (the African Renaissance development). The recoverable amount of this cash generating unit has been determined using fair value less cost to sell. The recoverable amount has been assessed as £778,822 (ZAR 14,165,068) and therefore the goodwill has been impaired by £197,398 (ZAR 3,334,000). The key assumption used to determine the fair value less cost to sell is the third party valuation of the land held and is valued at £5,278,263 (ZAR 96,000,000) at 30 June 2014.

13 Inventories

Current assets

During the year, the Group capitalised costs of £323,519 (ZAR 5,464,155) (30 June 2013: £766,000 (ZAR 10,618,000)), in order to develop these assets for future re-sale, and accordingly they were classified as inventory. Borrowing costs of £nil (ZAR nil) (30 June 2013: £nil (ZAR nil)) have been included in the capitalised costs.

At 30 June 2014 the net realisable values of Brakpan, Driefontein, Emberton, Gosforth Park, Kindlewood, Lenasia, Imbonini and Imbonini phase 2 were lower than cost, therefore, their inventory values have been impaired to a value of £13,979,393 (ZAR 254,254,412) (30 June 2013: Brakpan, Driefontein, Emberton, Gosforth, Kindlewood, Kyalami, Lenasia, Imbonini and Imbonini phase 2 were impaired to a value of £21,963,104 (ZAR 330,650,145)). Net realisable value has been assessed using valuations determined by Broll less estimated selling expenses.

The Directors consider all inventories to be current in nature. It is not possible to determine with accuracy when specific inventory will be realised, as this will be subject to a number of issues such as availability of finance for purchasers and delays due to obtaining permits.

Security

At 30 June 2014, there are no mortgages secured over the inventory held by the Group (30 June 2013: one first rank mortgage secured over the inventory held by Kindlewood £4,071,791 (ZAR 61,300,000)) (See note 20).

14 Trade and other receivables

The fair value of trade and other receivables approximates their carrying value.

15 Cash at bank

Included within the bank deposit balances figure is an amount of £47,381 (ZAR 861,759) (30 June 2013: £55,621 (ZAR 837,370)) represented by bank guarantees retained by the bank under fixed deposit (detailed below). This is the only figure excluded from the above balances for analysing the movements of cash and cash equivalents in the cash flow statement.

Bank guarantees

The subsidiary SAPSPV Holdings RSA (Pty) Ltd has a contingent liability of £47,381 (ZAR 861,759) (30 June 2013: £55,575 (ZAR 836,671)) in connection with senior debt obligations of its subsidiary Imbonini Park (Pty) Ltd.

16 Share capital

The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

Business Venture Investments No 1269 (Pty) Limited (the Wedgewood development) has issued preference shares ZAR 100 to its minority holders. The holders of the preference shares are entitled to the first ZAR 22,000,000 (£1,209,602) in dividends declared by Business Venture Investments No 1269 (Pty) Limited. A dividend of ZAR 7,588,039 (£449,268) was declared and paid during the year ended 30 June 2014.

Two distributions were paid during the year, 10 pence per Ordinary Share on 9 August 2013 and 9 pence per Ordinary Share on 23 April 2014 (2013 £nil).

17 Net asset value ("NAV") per share

The NAV per share is calculated by dividing the net assets attributable to equity holders of the Group by the number of ordinary shares in issue.

The Group publishes an adjusted NAV that is calculated in accordance with the guidelines of the European Public Real Estate Association ("EPRA"). The primary difference between EPRA and IFRS is that, in general, under IFRS the Group's development properties are classified as inventory and held at cost while EPRA permits the incorporation of open market valuations. In order to produce the EPRA numbers the Group has retained Broll's Johannesburg office to conduct semi-annual valuations. The EPRA numbers incorporate the Broll valuations and are net of tax.

The below figures also take into consideration any profit share agreements with development partners, commission due on sale of properties (see note 7) and incentive fees due to the Executive Directors (see note 8).

18 Loans from third parties

The loans from third parties are as follows:

* in relation to its 50 per cent. interest in subsidiary company, Madison Park Properties 40 (Pty) Limited, and the Brakpan development.

** in relation to its 25 per cent. interest in subsidiary company, Breeze Court 31 (Pty) Limited, and the Starleith development.

All of the above loans are unsecured and carry no fixed terms of repayment.

The fair value of these loans approximate their carrying value.

19 Trade and other payables

The fair value of trade and other payables approximates their carrying value.

20 Borrowings

Current liabilities

Terms and debt repayment schedule

* relates to the Kindlewood development, a mortgage bond had been registered over the Kindlewood property.

The fair value of the borrowings approximate their carrying value.

21 Contingent liabilities and commitments

As at 30 June 2014 the Group has contingent liabilities which have corresponding bank guarantees. See note 15 for further details.

22 Related party transactions

Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence over the other party in making financial or operational decisions.

The former investment manager, Group Five Property Developments (Pty) Limited, and the Directors of the Company are considered to be related parties by virtue of their ability to make operational decisions for the Group. Fees in relation to Group Five are disclosed in note 7 and fees in relation to the Directors are disclosed in note 8.

Group Five Property Developments (Pty) Limited is a related party to Group Five Construction (Pty) Limited, which is a partner in the Wedgewood and Starleith developments. There is a loan in respect of the Starleith development which is disclosed in note 18.

The replacement investment manager, Bridgehead Real Estate Fund (Pty) Ltd, is a company managed by Craig McMurray, an Executive Director of the Company. Fees in relation to Bridgehead are disclosed in note 7 and fees in relation to the Executive Directors are disclosed in note 8.

Related party transactions with associates are disclosed in note 11.

The principal subsidiary undertakings within the Group as at 30 June 2014 are:-

* this also represents the percentage of ordinary share capital and voting rights held - 2014

** the Group controls the company by means of direct control of the board

The following companies were deregistered during the year and therefore no longer form part of the Group:

23 Post balance sheet events

A return of capital of 5 pence per Ordinary Share was made to shareholders in October 2014. Total funds returned to shareholders was £3,114,641.

The Company has concluded a sale for the remaining six completed houses as well as the vacant development land constituting all the assets of the Kindlewood Project and the net proceeds of ZAR 20 million (£1.1m) have been received.

The Company has also concluded the sale of the last remaining development site at Gosforth Park and the net proceeds of ZAR 11.8 million (£0.6m) have been received.