31st Mar 2014 11:45
31 March 2014
SOUTH AFRICAN PROPERTY OPPORTUNITIES PLC
('SAPRO' or the 'Group')
Interim results for the six months ended 31 December 2013
South African Property Opportunities plc (AIM: SAPO), an investment company established to invest in real estate opportunities in South Africa, announces its unaudited interim results for the six months ended 31 December 2013.
For further information please contact
Paul Fincham +44 (0) 20 7886 2713
Robert Naylor +44 (0) 20 7886 2714
Panmure Gordon
Ian Dungate/Suzanne Jones + 44 (0) 1624 692600
Galileo Fund Services Limited
A copy of the results announcement will be available on the Company's website at www.saprofund.com
Chairman's Statement
On behalf of the Board, I am pleased to present the interim results for South African Property Opportunities plc ("SAPRO" or "the Company") for the six months ended 31st December 2013.
The Company's strategy is to sell assets in an orderly fashion and to return the proceeds of such sales to shareholders. We have today announced a capital distribution of 9 pence per share following receipt of the proceeds of the sales of the Sandton assets.
Performance
As at 31st December 2013, the unaudited EPRA net asset value per share "NAV" (taking into account property revaluations, estimated sales and distribution costs) was 49 pence compared with 69 pence (as at 30 June 2013). The fall in NAV primarily relates to the capital payment of 10 pence per share made in August 2013, valuation falls totalling £957,000, or 1.5 pence per share, and foreign exchange losses of £6,207,000 or 9.9 pence per share. Between 30th June 2013 and 31st December 2013 the exchange rate moved from 15 ZAR/£ to 17.3 ZAR/£ and since 31st December the rate has moved to around 17.8 ZAR/£. The Company does not hedge its South African Rand exposure.
Bank borrowings have fallen from £1.41mn at 30th June 2013 to £25,000 and cash balances at the reporting date totalled £1.63mn.
South African Economy and Property Market
The Investment Manager reports on the South African economy in detail.
The South African economy continues to suffer from high interest rates, a weak currency and high inflation. In addition the South African market for development land has continued to suffer from a lack of demand and from chronic difficulties in provision of adequate infrastructure. Certain of the Company's assets are dependent on infrastructure improvements and in the absence of progress the Board is concerned that the market value of these assets is under threat. The general decline in investor appetite for emerging markets since the start of 2014 has further impacted on South Africa and the decline in the exchange rate reflects this.
Valuations
The portfolio was not revalued externally at 31st December, and the majority of figures adopted are the Broll (CBRE) numbers from June 2013. However the Board has elected to revise the valuation of certain properties to reflect specific sale discussions. In each case the Board believes that the expected price is the best achievable under current market conditions. The consequence of these changes is a fall of ZAR 16.6mn, or £957,000, in the portfolio value.
Sales
Despite the difficult market, a number of sales were contracted during the period, including at Kindlewood where 10 units were sold, at Imbonini including Acacia Park units, and at Kyalami (previously reported post balance sheet in June).
Final transfer and receipt of cash occurred at Imbonini, Acacia Park and Kindlewood. As announced on 17th March 2014 the sale of the Sandton assets has now completed with ZAR 134 mn received by the Company. Sales at Kyalami, Kindlewood and Acacia Park remain contracted, and are only subject to formal transfer.
Asset Management
Group Five's efforts continue to focus on improving the liquidity of the underlying assets through planning and infrastructure improvements. Where these cannot be achieved within an acceptable timescale, the Company may decide to sell in unimproved condition.
David Hunter
Chairman
31 March 2014
Report of the Investment Manager
South African Economy
The South African economy remains under pressure and has endured a period of instability. Rising interest rates are anticipated over the next 12 to 18 months which will place an added burden on the property sector. A 50 basis point jump from 8.5% to 9.0% occurred in January 2014 with expectations of a further 150 basis points forecast over the indicated period. The South African Rand (ZAR) continues to weaken and remains volatile to interest and inflation indices. Inflation remains in the upper extremities of the target range set by Government of between 3% and 6% with a level of 5.3% being recorded for December 2013. This has subsequently increased to 5.9% in February 2014.
Over the past 6 months to 31 December 2013, the rand weakened by 15.3% to Sterling (15.00ZAR to 1GBP to 17.29ZAR to 1GBP) and 6.6% to the US Dollar (9.86ZAR to 1USD to 10.51 ZAR to 1USD). The forecast to June 2014 suggests further weakening to 18.32ZAR to 1GBP and 10.95ZAR to 1USD.
Growth rates have slowed significantly to 0.7% in the 4th quarter 2013 and at 2.0% for calendar year 2013 and are predicted to remain below 2.0% over the next 24 months. Unemployment figures remained fairly flat for the reporting period at 24.5%.
Continued labour unrest, particularly in the mining sector, has a deteriorating effect on direct foreign investment. Significant issues around essential services such as power and water supply and distribution place the country at risk with planned power resources only set to come on line in 2015. This effects productivity levels and has a direct and adverse impact onto the property sector when trying to secure access to services.
Political elections will be held during May 2014. This has further impacted on the planned economic turn-around as alluded to in previous reports with very little progress to be shown to date on the governments infrastructure roll out plan.
Indicator | 2012 Q4 | 2013 Q1 | 2013 Q2 | 2013 Q3 |
Consumer confidence index | (3.0) | (7.0) | 1.0 | (8.0) |
Retail sales (Year on Year) | 2.3% | 2.8% | 3.4% | 1.9% |
GDP Growth | 1.2% | 0.8% | 3.2% | 0.7% |
Inflation (Year on Year) | 5.4% | 5.9% | 5.8% | 5.6% |
Unemployment | 25.5% | 25.0% | 25.3% | 24.5% |
Interest rate | 8.5% | 8.5% | 8.5% | 8.5% |
Property Market
Difficulty of doing business, lengthy delays in the ability to secure rights and zoning approvals, the inherent lack of access to electricity and water are having a direct effect on the market.
The retail sector has seen focus starting to shift away from the South African Market to the African opportunities in both West and East Africa. Retailers, funds and developers have strategically established presence on the African continent in an attempt to combat the volatility in South Africa.
The demand for office space remains sluggish and continues to weigh down on rental growth. As always there are location specific exceptions to the above albeit limited.
Disappointing performances in both the manufacturing and retail markets imply continue weak growth for the industrial sector. In Q4 2013, market industrial rentals were only able to show growth of approximately 2% in the Johannesburg area with a weaker performance in Kwazulu Natal.
The residential sector has been able to show some marginal growth despite the adverse economic indicators. This is not expected to last however given that the consumer is under pressure and affordability is the main driver here. Disposable income has slowed to around 5%. Comparative values a year ago indicate a comparative level of around 11%.
Sale transactions for the six month period
Sales of ZAR 35.8m have been entered into in the six months to 31 December 2013 and proceeds have been received. The post balance sheet sales are also shown below and are anticipated to complete over the next six months or so as transfer takes effect. These consolidated sales are summarised as follows:
Property | Sales Amounts (ZAR) | Status | Post Balance Sheet |
Acacia Park (1 unit) | 2,800,000 | 1 unit has transferred. 1 unit transfer expected 2nd quarter 2014. 1 unit - lease to buy (12 months) 1 remaining unit to market | Expected proceeds on Acacia of ZAR5.9m |
Kindlewood (10 units) | 27,950,000 | 10 units transferred and proceeds received. 4 further sales post balance sheet at ZAR15.25m. 7 units to market. | Expected proceeds on Kindlewood of ZAR15.25m |
Imbonini I (1 unit) | 5,075,000 | 1 stand has transferred. 5 serviced stands still to market. | |
Totals | 35,825,000 | 21,247,000 |
*Sales values above are either actual receipt values or are anticipated receipt values. Values in this table are shown before VAT but after sales costs. The Kindlewood value represents 100% of the receipts. SAPRO owns 89% of this asset.
Other sale assets worthy of mention - update
Property | Sales Amounts (ZAR) | Status |
Kyalami (Sold) | 26,000,000 | Transfer expected imminently. Proceeds of ZAR25m due late 2nd quarter 2014. |
Sandton (Sold) | 106,000,000 | Proceeds received 1st quarter 2014 |
Longland (Admin) | 2,000,000 | Final account expected 2nd quarter 2014 (approximate amount) |
Totals | 134,000,000 |
Valuation
Valuations are conducted by Broll (an affiliate of CBRE) on an annual basis at the end of June each year. The interim valuation is independently assessed by the Investment Manager and any proposed variations are then approved by the SAPRO Board. Overall the portfolio valuation declined by ZAR99.6m from ZAR492.7m to ZAR393.1m (20.2%) due to both sales / property transfers that had taken place in the period and due to a market assessment of the prevailing trading conditions. Of this value ZAR83.0m is attributable to sales and ZAR16.6m (3.4%) is attributable to negative market movements.
It should be noted that the Sandton and Longland assets were adjusted for valuation purposes in our report at the date which binding and unconditional offers were concluded. Proceeds for Longland were received in the period under review with proceeds for Sandton being received post balance sheet date.
Asset Management progress
Significant asset management initiatives are detailed below.
Lenasia | This asset is currently under offer at a 15% discount to June 2013 Broll Valuations. The due diligence period is underway by the potential purchaser. The rationale behind the discounted value can be associated with the significant zoning issues around traffic impact and site accessibility. We have been unable to resolve these issues over the past few years. Electricity supply remains a problem for this site and with on-going delays in the state power utility roll out program, suggests a longer term issue. |
African Renaissance | This asset is split between retail and residential site components. The retail asset has seen two parties conduct due diligence during the period under review but to no avail. Competitor sites near to this location, together with a current lack of housing density have precluded us from closing a deal to date. Further housing activity is predicted to commence in the coming months. On the residential site, we are currently in discussions with a listed development company at a value approximating an 11% discount to June 2013 Broll valuations. These negotiations are on-going at present. |
Gosforth Park | Focus remains on selling the last remaining portion at or marginally below Broll June 2013 valuation levels. We are negotiating with a potential purchaser at present. |
Imbonini Phase I&II | Sales of Acacia Park units have been slow. We only have 1 remaining unit to market. 1 unit is further in the transfer process. At Imbonini I we have sold 1 serviced stand during the period. At Imbonini II we continue to negotiate a purchase offer with a single purchaser at rates marginally higher than June 2013 Broll valuations. We have our reservations as to whether this will result in any binding offer but it is work in progress. |
Kyalami | This asset is sold and is awaiting transfer. A deposit of ZAR1m was received during the period under review and we expect the remaining consideration (ZAR25m) in the second quarter 2014. |
Lilianton / Driefontein | We are pleased to report some positive progress. The general plan has been received by the authorities and we can now commence preparation of the required service level agreements. Upon approval, we will apply for a section 101 certificate which signifies the conclusion of our full approval requirements. |
Brakpan | Traffic impact assessment continues to plague this asset. Whilst we have support from the local municipality we unfortunately do not have the same support from the Roads agency and / or traffic authority. We continue to try to resolve these issues with the relevant authorities. |
Emberton | Positive record of decision (ROD) has been received. Objections were all received by 7th January 2014 and our response documents were submitted by the 17th February 2014. These appeals will be heard through a tribunal which should be convened within 120 days from our submission. Once the appeal board makes their decision, it is final. We currently have an interested purchaser conducting due diligence on the site. |
Kindlewood Estate | Steady sales during the period. 10 units were sold in the interim period. A further 4 units are awaiting transfer which will leave us with 7 units left to sell. Negotiations underway with purchaser for bulk sale including the Phase II site. Cash positive in first quarter 2014. |
Starleith & Wedgewood | Asset sold in previous reporting period but transferred and cash received in first quarter 2014. |
Longland | Final Account negotiation underway. Recent positive progress for remaining provision clearances. |
Clayville | Electricity is not available for this site. The state power utility requires the developer to upgrade the local sub-station at considerable expense, rendering feasibility issues as a result. We continue to market the site albeit slowly. |
Portfolio Gearing
We are pleased to report that the portfolio has no debt on a post balance sheet basis. Debt at 31 December 2013 totalled ZAR 0.4m of which the SAPRO share approximated ZAR 0.35m.
Outlook
Harsh economic conditions, severe electricity restrictions and inefficient approval processes at local council level suggest a tougher outlook ahead which will in-turn place further pressure on market valuations. Despite this, a number of potential purchasers are busy with due diligence on some of the assets in the portfolio.
Our focus is to conclude on existing deals, to convert negotiations and discussions into meaningful and binding offers and to continue the zoning and approval processes where applicable.
Jon Hillary
Investment Manager
31 March 2014
Consolidated Income Statement
(Unaudited) Period from 1 July 2013 to 31 December 2013 | (Unaudited) Period from 1 July 2012 to 31 December 2012 | ||
Note | £'000 | £'000 | |
Revenue - rental income | 76 | 221 | |
Revenue - sale of inventory | 1,394 | 11,738 | |
Cost of sales | 5 | (1,671) | (12,027) |
Impairment of inventory | 12 | (533) | (321) |
Gross loss | (734) | (389) | |
Investment management fees | 6 | (160) | (250) |
Reversal of accrued performance fees from prior period | 6 | 93 | 179 |
Other administration fees and expenses | 7 | (602) | (515) |
Administrative expenses | (669) | (586) | |
Operating loss | (1,403) | (975) | |
Finance income | 1 | 469 | |
Foreign exchange loss | (6,207) | (3,724) | |
Finance costs | (37) | (198) | |
Net finance expense | (6,243) | (3,453) | |
Impairment of loans due from associates | 10.2 | - | (372) |
Profit on sale of associate | 10.1 | 786 | - |
Share of profit of associates | 10.1 | - | 177 |
Loss before income tax | (6,860) | (4,623) | |
Income tax expense | 8 | (235) | (406) |
Loss for the period | (7,095) | (5,029) | |
Attributable to: | |||
- Owners of the Parent | (7,099) | (4,525) | |
- Non-controlling interests | 4 | (504) | |
(7,095) | (5,029) | ||
Basic and diluted loss per share (pence) for loss attributable to the owners of the Parent during the period | 9 | (11.40) | (7.26) |
Consolidated Statement of Comprehensive Income
(Unaudited) Period from 1 July 2013 to 31 December 2013 | (Unaudited) Period from 1 July 2012 to 31 December 2012 | ||
Note | £'000 | £'000 | |
Loss for the period | (7,095) | (5,029) | |
Other comprehensive income | |||
Currency translation differences | 1,544 | 323 | |
Other comprehensive income for the period | 1,544 | 323 | |
Total comprehensive expense for the period | (5,551) | (4,706) | |
Total comprehensive expense attributable to: | |||
- Owners of the Parent | (5,685) | (4,341) | |
- Non-controlling interests | 134 | (365) | |
(5,551) | (4,706) |
Consolidated Balance Sheet
(Unaudited) As at 31 December 2013 | (Audited) As at 30 June 2013 | ||
Note | £'000 | £'000 | |
Assets | |||
Non-current assets | |||
Intangible assets | 11 | 1,006 | 1,162 |
Investments in associates | 10.1 | - | 5,968 |
1,006 | 7,130 | ||
Current assets | |||
Inventories | 12 | 30,625 | 37,181 |
Trade and other receivables | 13 | 563 | 1,063 |
Cash at bank | 14 | 1,630 | 2,068 |
32,818 | 40,312 | ||
Total assets | 33,824 | 47,442 | |
Equity | |||
Capital and reserves attributable to owners of the Parent: | |||
Issued share capital | 15 | 623 | 623 |
Foreign currency translation reserve | 6,123 | 4,709 | |
Retained earnings | 24,310 | 37,646 | |
31,056 | 42,978 | ||
Non-controlling interests | (843) | (977) | |
Total equity | 30,213 | 42,001 | |
Liabilities | |||
Loans from third parties | 17 | 2,527 | 2,920 |
Trade and other payables | 18 | 817 | 830 |
Current tax liabilities | 242 | 283 | |
Borrowings | 19 | 25 | 1,408 |
3,611 | 5,441 | ||
Total liabilities | 3,611 | 5,441 | |
Total equity and liabilities | 33,824 | 47,442 |
Consolidated Statement of Changes in Equity
Attributable to owners of the Parent | ||||||||||
Share capital | Foreign currency translation reserve | Retained earnings/(deficit) | Total | Non-controlling interests | Total | |||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||
Balance at 1 July 2012 | 623 | 3,836 | 50,034 | 54,493 | (2,023) | 52,470 | ||||
Comprehensive income | ||||||||||
Loss for the period | - | - | (4,525) | (4,525) | (504) | (5,029) | ||||
Other comprehensive expense | ||||||||||
Foreign exchange translation differences | - | 184 | - | 184 | 139 | 323 | ||||
Total comprehensive expense for the period | - | 184 | (4,525) | (4,341) | (365) | (4,706) | ||||
Balance at 31 December 2012 | 623 | 4,020 | 45,509 | 50,152 | (2,388) | 47,764 | ||||
Balance at 1 July 2013 | 623 | 4,709 | 37,646 | 42,978 | (977) | 42,001 |
Comprehensive income | ||||||
Loss for the period | - | - | (7,099) | (7,099) | 4 | (7,095) |
Other comprehensive expense | ||||||
Foreign exchange translation differences | - | 1,414 | - | 1,414 | 130 | 1,544 |
Total comprehensive expense for the period | - | 1,414 | (7,099) | (5,685) | 134 | (5,551) |
Transactions with owners | ||||||
Dividends paid | - | - | (6,237) | (6,237) | - | (6,237) |
Balance at 31 December 2013 | 623 | 6,123 | 24,310 | 31,056 | (843) | 30,213 |
Consolidated Cash Flow Statement
(Unaudited) Period from 1 July 2013 to 31 December 2013 | (Unaudited) Period from 1 July 2012 to 31 December 2012 | ||
Note | £'000 | £'000 | |
Cash flows from operating activities | |||
Loss for the period before tax | (6,860) | (4,623) | |
Adjustments for: | |||
Interest income | (1) | (469) | |
Interest expense | 37 | 198 | |
Impairment of loan due from associate | 10.2 | - | 372 |
Profit on sale of associate | (786) | - | |
Share of profit of associates | 10.1 | - | (177) |
Foreign exchange loss | 6,207 | 3,724 | |
Operating loss before changes in working capital | (1,403) | (975) | |
Decrease in inventory | 1,687 | 11,737 | |
Decrease/(increase) in trade and other receivables | 395 | (1,249) | |
Decrease in trade and other payables | 94 | (1,508) | |
Cash generated from/(used in) operations | 773 | 8,005 | |
Interest paid | (37) | (242) | |
Interest received | 1 | 1 | |
Tax paid | (235) | (4) | |
Net cash generated from/(used in) operating activities | 502 | 7,760 | |
Cash flows from investing activities | |||
(Repayment)/payment of loans to associates | 462 | 99 | |
Disposal of investment in associate | 6,418 | ||
Movement in cash restricted by bank guarantees | 47 | (1) | |
Net cash generated from/(used in) investing activities | 6,927 | 98 | |
Cash flows from financing activities | |||
Repayment of loans from third parties | - | (2,036) | |
Net repayment of bank loans | (1,301) | (4,577) | |
Dividends paid | (6,237) | - | |
Net cash (used in)/generated from financing activities | (7,538) | (6,613) | |
Net (decrease)/increase in cash and cash equivalents | (109) | 1,245 | |
Cash and cash equivalents at beginning of the period | 2,012 | 523 | |
Foreign exchange losses on cash and cash equivalents | (278) | (52) | |
Cash and cash equivalents at end of the period | 14 | 1,625 | 1,716 |
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 a portfolio of real estate assets in South Africa.
The Company's investment activities are managed by Group Five Property Developments (Pty) Limited ("Group Five") ("the Investment Manager"). 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 employees.
Financial year end
The financial year end of the Company is 30 June in each year.
2 Summary of significant accounting policies
The accounting policies applied by the Group in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 30 June 2013.
2.1 Basis of preparation
These interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 30 June 2013 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.
The interim financial statements for the six months ended 31 December 2013 are unaudited. The comparative interim figures for the six months ended 31 December 2012 are also unaudited.
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
Valuations are conducted by Broll (an affiliate of CBRE) on an annual basis at the end of June each year. The interim valuation is independently assessed by the Investment Manager and any proposed variations are then approved by the SAPRO Board. 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.
During the period there were no impairment charges in relation to loans due from associates (see note 10.2) and inventory (see note 12).
(c) Estimated impairment of goodwill
The Group tests annually for whether goodwill has suffered any impairment, in accordance with its accounting policy. 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 11 for further details.
3 Segment Information
The entity is domiciled in the Isle of Man. All of the reported revenue, £1,470,328 (31 December 2012: £11,958,346), is from South Africa.
The total of non-current assets other than financial instruments is £1,005,798 (30 June 2013: £7,130,047) and all of these are located in South Africa.
For the six months ended 31 December 2013 revenues of £Nil (ZAR Nil) were derived from single external customers attributable to the Gosforth development (31 December 2012: £10,361,433 (ZAR 139,918,723)).
4 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:
Period ended 31 December 2013 £'000 | Period ended 31 December 2012 £'000 | |
Less than one year | 39 | 116 |
Between one and five years | - | 110 |
More than five years | - | - |
39 | 226 |
5 Cost of sales
Period ended 31 December 2013 £'000 | Period ended 31 December 2012 £'000 | |
Cost of inventory sold | 1,183 | 10,948 |
Property expenses | 488 | 1,079 |
1,671 | 12,027 |
6 Investment Manager's fees
Annual fees
The Investment Manager is entitled to a management fee of £290,000 per annum payable monthly in arrears. Management fees for the period ended 31 December 2013 paid to Group Five Property Developments (Pty) Limited amounted to £159,800 (ZAR 2,548,951) (31 December 2012: £250,423 (ZAR 3,381,664)).
During the period, pursuant to the investment management agreement, the Investment Manager 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.
Sales fee
The Investment Manager 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 has been eliminated under the new investment management agreement. These fees are payable on sale and have been considered when determining the net realisable value of the inventory (see note 12). Fees payable for the period ended 31 December 2013 payable to Group Five Property Developments (Pty) Limited and included in cost of sales amounted to £354,256 (ZAR 5,650,676) (31 December 2012: £220,397 (ZAR 2,976,202)).
Performance fees
The Group accrued a performance fee due to the Investment Manager 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 there is a performance fee to be calculated based on 1.5% on the net proceeds of the sale of each asset. The decrease in performance fees accrued for the period ended 31 December 2013 amounted to £93,055 (ZAR 1,618,153) (31 December 2012: decrease of £178,605 (ZAR 2,411,846)).
7 Other administration fees and expenses
| Period ended 31 December 2013 £'000 | Period ended 31 December 2012 £'000 |
Directors' remuneration and fees | 85 | 117 |
Directors incentive payments | 125 | - |
Other expenses | 392 | 398 |
Administration fees and expenses | 602 | 515 |
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. During the period of these accounts, 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. 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 service 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.
All directors' remuneration and fees
Total fees and basic remuneration (including VAT where applicable) paid to the Directors for the period ended 31 December 2013 amounted to £85,500 (31 December 2012: £117,000) and was split as below. Directors' insurance cover amounted to £15,870 (31 December 2012: £19,012).
Period ended 31 December 2013 | Period ended 31 December 2012 | |
£'000 | £'000 | |
David Hunter | 24 | 45 |
David Saville | 9 | 12 |
Stephen Coe | 17 | 20 |
50 | 77 | |
John Chapman | 15 | 20 |
Craig McMurray | 20 | 20 |
35 | 40 | |
85 | 117 |
8 Income tax expense
Period ended 31 December 2013 | Period ended 31 December 2012 | |
£'000 | £'000 | |
Taxation charge | 235 | 406 |
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:
Period ended 31 December 2013 | Period ended 31 December 2012 | |
£'000 | £'000 | |
Loss before tax | (6,860) | (4,623) |
Tax calculated at domestic tax rates applicable in the Isle of Man (0%) | - | - |
Effect of higher tax rates in South Africa (28%) | 235 | 406 |
Tax expense | 235 | 406 |
9 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 period.
Period ended 31 December 2013 | Period ended 31 December 2012 | |
Loss attributable to equity holders of the Company (£'000) | (7,099) | (4,525) |
Weighted average number of shares in issue (thousands) | 62,293 | 62,293 |
Basic loss per share (pence per share) | (11.40) | (7.26) |
The Company has no dilutive potential ordinary shares; the diluted earnings per share is the same as the basic earnings per share.
10 Investments in and loans to associates
10.1 Investments in associates
31 December 2013 | 30 June 2013 | |
£'000 | £'000 | |
Start of the period/year | 5,968 | 6,208 |
Exchange differences | (336) | (976) |
Reversal of impairment of investment in associate | - | 572 |
Profit on sale | 786 | - |
Share of profit of associate | - | 164 |
Disposal of associate | (6,418) | - |
End of the period/year | - | 5,968 |
The Group's stake in Longland Investments (Pty) Limited share of the results of its principal associates, all of which are unlisted, and its aggregate assets (including goodwill) and liabilities, is as follows:
31 December 2013 | Percentage of | Assets | Liabilities | Revenues | Profit |
Name | shares held | £'000 | £'000 | £'000 | £'000 |
Longland Investments (Pty) Limited | 0% | - | - | - | - |
30 June 2013 | Percentage of | Assets | Liabilities | Revenues | Profit |
Name | shares held | £'000 | £'000 | £'000 | £'000 |
Longland Investments (Pty) Limited | 49.22% | 6,275 | 757 | 1,393 | 164 |
10.2 Loans due from associates
31 December 2013 | 30 June 2013 | |
£'000 | £'000 | |
Start of the period/year | - | 9,610 |
Repayment of loans by associates | - | (96) |
Loans eliminated on acquisition of associate | - | (9,030) |
Interest income (included in finance income) | - | - |
Reversal of impairment | - | 232 |
Exchange differences | - | (716) |
End of the period/year | - | - |
11 Intangible assets
31 December 2013 | 30 June 2013 | |
£'000 | £'000 | |
Goodwill | ||
Start of the period/year | 1,162 | 1,364 |
Exchange differences | (156) | (202) |
End of the period/year | 1,006 | 1,162 |
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 £5,909,800 (ZAR 102,766,693). 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 £6,791,571 (ZAR 118,100,000) at 31 December 2013. Considering all factors within the calculation of the recoverable amount of this cash generating unit, the recoverable amount would have to fall by £618,765 (ZAR 10,759,844) before impairment would be required.
12 Inventories
Current assets
31 December 2013 | 30 June 2013 | |
£'000 | £'000 | |
Start of the period/year | 37,181 | 49,120 |
Costs capitalised | 88 | 766 |
Acquired via business combination | - | 7,389 |
Impairment | (533) | (962) |
Cost of inventory sold | (1,671) | (12,269) |
Exchange differences | (4,440) | (6,863) |
End of the period/year | 30,625 | 37,181 |
During the period, the Group capitalised costs of £88,204 (ZAR 1,406,934) (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.
At 31 December 2013 the net realisable values of Brakpan, Driefontein, Emberton, Gosforth, Kindlewood, Kyalami, Lenasia, Imbonini and Imbonini phase 2 were lower than cost, therefore their inventory values have been impaired to a value of £17,368,828 (ZAR 302,186,348) (30 June 2013: Brakpan, Driefontein, Emberton, Gosforth, Kindlewood, Kyalami, Lenasia, Imbonini and Imbonini phase 2 were lower than cost, therefore their inventory values were impaired to a value of £21,963,104 (ZAR 330,650,145)). Net realisable value has been assessed using valuations determined by Broll as at 30 June 2013 which have been updated by the directors to reflect current levels of interest and any potential offers from third parties less estimated selling expenses. Included within these selling expenses is a 3 per cent. sales fee due to the Investment Manager on disposal of inventory (see note 6).
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 and delays due to obtaining permits.
Security
At 31 December 2013, there is one first rank mortgage secured over the inventory held by Kindlewood, in respect of debt totalling £25,000, which totals £3,523,353 (ZAR 61,300,000) (30 June 2013: Kindlewood £4,071,791 (ZAR 61,300,000)) (see note 19).
13 Trade and other receivables
31 December 2013 | 30 June 2013 | |
£'000 | £'000 | |
Prepayments | 38 | 31 |
VAT receivable | 287 | 223 |
Trade receivables | 211 | 744 |
Other receivables | 27 | 65 |
Trade and other receivables | 563 | 1,063 |
The fair value of trade and other receivables approximates their carrying value.
14 Cash at bank
31 December 2013 | 30 June 2013 | |
£'000 | £'000 | |
Bank balances | 1,625 | 2,012 |
Bank deposit balances | 5 | 56 |
Cash at bank | 1,630 | 2,068 |
Included within the bank deposit balances figure is an amount of £5,261 (ZAR 91,539) (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 £5,261 (ZAR 91,539) (30 June 2013: £55,575 (ZAR 836,671) in connection with senior debt obligations of its associate Imbonini Park (Pty) Ltd.
15 Share capital
Ordinary Shares of 1p each | As at 31 December 2013 & 30 June 2013 Number | As at 31 December 2013 & 30 June 2013 £'000 |
Authorised | 150,000,000 | 1,500 |
Issued | 62,292,810 | 623 |
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.
Preference shares | As at 31 December 2013 & 30 June 2013 Number | As at 31 December 2013 & 30 June 2013 £'000 |
Issued | 100 | - |
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 (£1,603,475) in dividends declared by Business Venture Investments No 1269 (Pty) Limited.
16 Net asset value ("NAV") per share
31 December 2013 | 30 June 2013 | |
Net assets attributable to equity holders of the Company (£'000) | 31,056 | 42,978 |
Shares in issue (in thousands) | 62,293 | 62,293 |
NAV per share (£) | 0.50 | 0.69 |
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 the lower of cost and net realizable value, 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 annual valuations, which are reviewed and adjusted by the directors for the interim accounts. The EPRA numbers incorporate the adjusted Broll valuations and are net of tax.
The below figures also take into consideration any profit share agreements with development partners, fees due on sale of properties (see note 6) and incentive fees due to the Executive Directors (see note 7).
EPRA NAV | 31 December 2013 | 30 June 2013 |
Net assets attributable to equity holders of the Company (£'000) | 30,798 | 42,946 |
Shares in issue (in thousands) | 62,293 | 62,293 |
EPRA NAV per share (£) | 0.49 | 0.69 |
17 Loans from third parties
31 December 2013 | 30 June 2013 | |
£'000 | £'000 | |
Start of the period/year | 2,920 | 5,913 |
Payment of loans from third parties | - | (2,302) |
Interest (included in finance costs) | - | 2 |
Exchange differences | (393) | (693) |
End of the period/year | 2,527 | 2,920 |
The loans from third parties are as follows:
Name | Interest Rate | 31 December 2013 |
£'000 | ||
Homa Adama Trust * | South African Prime -3.5% | 1,448 |
Barrow Construction (Pty) Ltd ** | 537 | |
Group Five Construction (Pty) Ltd ** | 537 | |
Other | 5 | |
2,527 |
* in relation to its 50 per cent. interest in subsidiary company, Madison Park Properties 40 (Pty) Ltd, and the Brakpan development.
** in relation to its 25 per cent. interest in subsidiary company, Breeze Court 31 (Pty) Ltd, and the Starleith development.
All of the above loans are unsecured and carry no fixed terms of repayment.
The fair values of these loans approximate their carrying value.
18 Trade and other payables
31 December 2013 | 30 June 2013 | |
£'000 | £'000 | |
Trade payables | 650 | 629 |
Performance fees payable | - | 107 |
Other payables | 167 | 94 |
Trade and other payables | 817 | 830 |
The fair value of trade and other payables approximates their carrying value.
19 Borrowings
Current liabilities
31 December 2013 | 30 June 2013 | |
£'000 | £'000 | |
Secured bank loans | 25 | 1,408 |
Terms and debt repayment schedule:
Bank | Effective interest rate | Final Maturity date | 31 December 2013 | 30 June 2013 |
£'000 | £'000 | |||
Investec Bank * | South African Prime Rate | 31 March 2014 |
25 |
1,408 |
* relates to the Kindlewood development, a mortgage bond has been registered over the Kindlewood property.
The fair value of the borrowings approximate their carrying value.
20 Contingent liabilities and commitments
As at 31 December 2013 the Group has contingent liabilities which have corresponding bank guarantees. See note 14 for further details.
21 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 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 the Investment Manager are disclosed in note 6 and fees in relation to the Directors are disclosed in note 7.
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 17.
Related party transactions with associates are disclosed in note 10.
The principal subsidiary undertakings within the Group as at 31 December 2013 are:-
Development property | Country of incorporation | Percentage of shares held * | |
Breeze Court Investments 31 (Pty) Limited ** | Starleith | South Africa | 50% |
Business Venture Investments No 1172 (Pty) Limited | Driefontein | South Africa | 100% |
Business Venture Investments No 1268 (Pty) Limited | Emberton | South Africa | 100% |
Business Venture Investments No 1269 (Pty) Limited | Wedgewood | South Africa | 79% |
Crimson King Properties 378 (Pty) Limited | Gosforth Park | South Africa | 75% |
Living 4 U Developments (Pty) Limited | African Renaissance | South Africa | 100% |
Madison Park Properties 33 (Pty) Limited | Lenasia | South Africa | 100% |
Madison Park Properties 34 (Pty) Limited | Kyalami | South Africa | 90% |
Madison Park Properties 36 (Pty) Limited ** | Waltloo | South Africa | 50% |
Madison Park Properties 40 (Pty) Limited ** | Brakpan | South Africa | 50% |
Royal Albatross Properties 313 (Pty) Limited | Kindlewood | South Africa | 89% |
SAPSPV Clayville Property Investments (Pty) Limited | Clayville | South Africa | 100% |
8 Mile Investments 504 (Pty) Limited | n/a | South Africa | 100% |
Breeze Court Investments 34 (Pty) Limited | n/a | South Africa | 100% |
Breeze Court Investments 35 (Pty) Limited | n/a | South Africa | 100% |
Business Venture Investments No 1152 (Pty) Limited | n/a | South Africa | 100% |
Business Venture Investments No 1180 (Pty) Limited | n/a | South Africa | 100% |
Business Venture Investments No 1189 (Pty) Limited | n/a | South Africa | 100% |
Business Venture Investments No 1191 (Pty) Limited | n/a | South Africa | 100% |
Business Venture Investments No 1205 (Pty) Limited | n/a | South Africa | 100% |
Business Venture Investments No 1238 (Pty) Limited | n/a | South Africa | 100% |
Business Venture Investments No 1239 (Pty) Limited | n/a | South Africa | 100% |
Business Venture Investments No 1270 (Pty) Limited | n/a | South Africa | 100% |
Crane's Crest Investments 28 (Pty) Limited | n/a | South Africa | 100% |
Dream World Investments 551 (Pty) Limited | n/a | South Africa | 100% |
SAPSPV Imbonini Property Investments (Pty) Limited | n/a | South Africa | 100% |
SAPSPV Holdings RSA (Pty) Limited | n/a | South Africa | 100% |
Wonderwall Investments 18 (Pty) Limited | n/a | South Africa | 100% |
Business Venture Investments No 1187 (Pty) Limited | Inactive | South Africa | 100% |
Business Venture Investments No 1237 (Pty) Limited | Inactive | South Africa | 100% |
* this also represents the percentage of ordinary share capital and voting rights held
** the Group controls the company by means of direct control of the board
22 Post balance sheet events
Proceeds of ZAR 18 million of the Starleith portion of the Sandton sale have been received.
Proceeds of ZAR 106 million of the Wedgewood portion of the Sandton sale have been received.
A return of capital of 9 pence per ordinary share will be paid, representing the cash proceeds available for distribution from the portfolio to date.
Shareholders should take note of the following dates in respect of this return of capital payment:
Ex-dividend date: 9 April 2014
Record date: 11 April 2014
Payment date: 23 April 2014
Related Shares:
South African Property Opportunities