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Final Results

21 Dec 2015 07:00

RNS Number : 6375J
South African Property Opps PLC
21 December 2015
 



21 December 2015

 

SOUTH AFRICAN PROPERTY OPPORTUNITIES PLC

('SAPRO' or the 'Group')

Final results for the year ended 30 June 2015

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 2015.

 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

On behalf of the Board I present the results for South African Property Opportunities plc ("SAPRO" or "the Company") and its subsidiaries (the "Group") for the year to 30 June 2015.

 

Performance

 

Net Asset Value ("NAV") has declined by 16 pence per share from 37 pence to 21 pence per share. The decline reflects the distribution of 5 pence per share in October 2014 and a net loss of 11 pence per share. The loss of 11 pence per share arises from foreign exchange losses (2 pence per share), valuation falls and asset sales at sales prices less than the last reported carrying value (8 pence per share) and operating expenses of 1 pence per share.

 

EPRA net asset value has fallen from 36 pence per share to 21 pence per share. The primary difference in calculation to NAV is the provision for performance fees that may be paid on future sales and distributions.

 

Cash balances are currently £1.2 million, following the further distribution of 5 pence per share (£3.1 million) made on 16 October 2015.

 

The South African Rand has continued to move adversely against Sterling, from an exchange rate of ZAR:GBP 18.19 at 30 June 2014 to ZAR:GBP 19.09 at the year end, a 4.7% fall. This trend has continued with significant political and economic unrest post the year end (exchange rate at date of signing the financial statements ZAR:GBP 22.6471). The Group does not hedge currency exposure.

 

Valuations

 

The value of the remaining assets, and the pricing of recent sales from the portfolio, have again 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 30 June 2015, the fall in value in Rand terms over the year was 36%, which reflects the Group's intent to realise assets within a limited time period.

 

Asset sales

 

The Group continues to dispose of its portfolio where acceptable returns can be generated and return excess capital to shareholders.

 

Further progress on sales of assets was made during the year, including sales reported post balance sheet at 30 June 2014, as follows:

 

· Acacia Park - final three units sold.

· Imbonini 1 - two more plots sold.

· Gosforth Park - last remaining site sold.

· Kindlewood - remaining units, plus Phase 2 land sold.

· Emberton - Sale concluded and first tranche received.

 

Post the year end, the sale of African Renaissance was concluded and the first payment received.

 

Outlook

 

I have previously commented on the difficulty in obtaining services and consents for development land. Each of the Group's remaining six assets faces challenges. The Board continues to take a pragmatic view on realising these assets taking into account the reduced size of the portfolio, Group running costs and the Investment Manager's views on local factors.

 

 

David Hunter

Chairman

18 December 2015

 

Report of the Investment Manager

Introduction

 

As highlighted in the December interim reporting period SAPRO remains exposed to the challenges facing the South African economy that continued to persist against a backdrop of deteriorating global emerging market sentiment, recently exacerbated by China's slowing growth rate. The country has not been alone in the downward slide of its currency (ZAR:GBP) over the last year the fall of 4.7% is broadly in line with its emerging market peers. The currency has further deteriorated post year end falling by 12.1% from the beginning of July 2015 to the end of November 2015. Investment properties are facing the reality of a slowing economy as the threat of recessionary conditions impacts landlords and tenants across the spectrum. On the other hand the shortage of investment grade stock in the market has insulated property values somewhat as the institutional real estate funds chase limited opportunities in their efforts to consolidate and bulk up portfolios.

 

Buyer interest remains constrained by poor business confidence, local municipal planning inefficiencies and service delivery risk. The knock-on effect to the development arena is noticeable, as the risk premium expected from developers to build new capacity increases, affecting land prices negatively. Notwithstanding further progress was made over the period with certain planning approvals obtained and sales achieved in spite of the difficult trading conditions reducing the portfolio from eleven project sites to seven by year end.

 

 

Key SA Economic Indicators

 

Key Statistics (q/q)

Q2 2015 q/q

*Q1 2015 q/q

Q2 2015 y/y

Consumer Price Index (Headline Inflation)

4.70%

4.40%

4.70%

Gross Domestic Product (GDP) growth

-1.30%

4.10%

1.20%

Producer Price Index (PPI)

3.70%

3.50%

3.70%

Retail Sales

4.30%

1.20%

3.40%

Other Indicators

Unemployment rate

-0.5.%

-1.4%

25.0%

Prime Interest rate

9.50%

9.25%

+2.7%

ZAR:GBP (avg)

19.09

18.05

-6.0%

*Forecast statistics

SOURCE - Stats SA. SARB

 

 

South African Property Market

 

Research by Jones Lang LaSalle ("JLL") South Africa reported a slowdown in commercial property investment during 2014 largely attributed to a lower supply of investment grade stock. With the combined factors of a slowing GDP growth rate, South Africa's poor credit rating, currency weakness and rising inflation, these all continue to work against investor confidence in the economy. This has had a negative knock-on effect to the riskier end of the real estate investment spectrum of undeveloped land holdings such as SAPRO's.

 

As at 30 June 2015 the SA REIT index was up 6.8% against an All Share index increase of 5.6% largely attributed to limited investment alternatives in the market. Consolidation opportunities for the large institutional real estate funds are becoming more scarce and the recent transaction by Investec Property Fund to acquire the Zenprop portfolio for ZAR 7.1 billion at an initial blended yield of 7.5% is indicative of the scarcity of investment grade assets in the market.

 

With employment figures remaining flat and the deteriorating GDP forecasts it is unlikely the office market will be able to contain increasing vacancies and a downward pressure on rental rates. Retail properties continue to surprise on the upside with a more sustained buoyancy in sales growth while the industrial market is showing pockets of growth in warehousing and logistics off the back of new retail investment activity.

 

The sluggish local market is seeing more investors eyeing markets outside of South Africa with a number of the larger public funds increasing their investments internationally and on the African continent.

 

Property developers continue to be frustrated by the ongoing delays experienced in the delivering of electrical capacity by the national power utility (Eskom). Together with local municipality inefficiency, capacity and service delivery constraints developers are facing longer delays to approve and complete projects. Together with the unfavourable economic outlook real estate developers are expecting tighter margins and higher risks.

 

 

Disposal Progress

 

The Group adopts various sales methods in order to facilitate the orderly sell down of properties at fair market prices including but not limited to; structured and secured payment terms, planning approval conditions, as well as price discounting where appropriate. The Group concluded nine property sales to the value of ZAR 87.5 million (£4.9 million) during the year reducing the total number of properties available for sale in its portfolio to seven. Post year end a further sale of ZAR 70 million (£3.7 million) increased total sales to ten transactions at a value of ZAR 157.5 million (£8.6 million) with six properties remaining in the portfolio. The longest dated receipt of any structured payment transaction is December 2016.

 

 

Sales Summary (July 2014 - June 2015)

 

Emberton:

SAPRO concluded a sale of the subsidiary company owning the assets of the Emberton Project. The total sales proceeds of ZAR 39 million (£2.2 million) is structured to be received over five payments. ZAR 15 million (£0.8 million) (two tranches) had been received as at 31 August 2015 with three subsequent tranches totalling ZAR 24 million (£1.4 million) to be paid by August 2016. The purchase price was 2.5% below the previous carrying value of the property (ZAR 40 million (£2.2 million)).

 

Imbonini 1:

During the period sales were concluded on two sites for a total of ZAR 3.30 million (£0.2 million).Transfer and payment of one site (ZAR 1.80 million (£0.1 million)) was achieved post reporting date, while transfer of the second site (ZAR 1.5 million (£0.1 million)) is still pending and expected before the end of 2015.

 

Acacia Park:

The last three units in the development were completely sold out during the period with the final unit structured as an instalment sale for ZAR 2.95 million (£0.2 million) with ZAR 425,000 (£23,619) received to date and the last tranche due by February 2016.

 

Gosforth Park:

The last remaining stand in the development was sold out for ZAR 11.8 million (£0.7 million). The company is now handing over servitude areas to the body corporate and deregistering the company.

 

Kindlewood:

All remaining residential units as well as the shares in the company pertaining to the undeveloped land for Phase 2 were sold for ZAR 20 million (£1.1 million).

 

 

Table 1.1: Portfolio Sales (Jul '14 - Jun '15)

 

Property

Sales Amount

Received

Outstanding*

 Acacia Park***

2,946,000

425,495

2,520,505

 Acacia Park

2,800,000

2,800,000

-

 Acacia Park

2,800,000

2,800,000

-

 Imbonini 1

1,808,875

1,808,875

-

 Imbonini 1

1,493,452

-

1,493,452

 Emberton**

39,000,000

9,000,000

30,000,000

 Gosforth Park

11,829,120

11,829,120

 Kindlewood

4,850,000

4,850,000

 Kindlewood**

20,000,000

20,000,000

 TOTAL (ZAR)

87,527,447

53,513,490

34,013,957

 TOTAL (GBP)

4,858,695

2,970,562

1,888,133

* as at 30 June 2015

** disposal of subsidiary

*** not included in revenue for the year as title had not transferred as at 30 June 2015

 

Sales post reporting date

 

Since 30 June 2015 the Group has reduced the total number of properties available for sale in its portfolio to six project sites. The second payment tranche for Emberton (ZAR 6 million (£0.3 million)) was received as well as the conclusion of a sale of the subsidiary which held the African Renaissance property for a consideration of ZAR 70 million (£3.7 million). Although sold at a 27% discount to the previous carrying value the price was deemed appropriate in the current market conditions considering the unresolved land claim over the property as well as the delay in achieving the revised conditions of establishment. An initial payment of ZAR 30 million (£1.6 million) has been received with the balance (ZAR 40 million (£2.1 million)) supported by a bank guarantee and due by 31 December 2016. The details of sales and receipts concluded post year end are as follows:

 

 

Table 1.2: Portfolio Sales Status (July - September 2015)

 

Property

Sales Amount

Received since July 15

Outstanding

African Renaissance

70,000,000

30,000,000

40,000,000

Emberton*

-

6,000,000

24,000,000

 TOTAL (ZAR)

70,000,000

36,000,000

64,000,000

 TOTAL (GBP)

3,666,188

1,885,468

3,351,944

  

 *Sale concluded in 2014/15 reporting period. Second payment tranche (ZAR6m) received 31 July 2015. Total of ZAR15m received to date.

 

 

Portfolio Valuations

 

The portfolio was revalued independently by Broll (an affiliate of CBRE) at 30 June 2015. Portfolio values have incurred a write down of about 39% on the back of difficult market conditions and poor forecast expectations. These negative revisions are substantiated by recent comparable sales activity in the local market, general economic conditions and SAPRO specific transactions concluded pre and post valuation date.

 

 

Table 1.3: Valuation movements (Jul '14 - Jun '15)

 

CBRE Valuations June 2014

Sales during

the period

Jul 14 - Jun 15

Revised portfolio value

CBRE Valuations

June 2015**

Difference

ZAR 368,528,000

ZAR 87,527,447

ZAR 281,000,553

ZAR 179,000,000

- ZAR 102,000,553*

GBP 20,262,374

 GBP 4,858,695

GBP 15,403,679

GBP 9,374,967

-36.3%

* The total write down in values also includes the discount to the value of African Renaissance (- ZAR 26 million (- £1.4 million)) on the sale concluded post year end. This constitutes around 25% of the total portfolio devaluations.

** Adjustments are made to this valuation in order to prepare the financial statements in accordance with International Financial Reporting Standards

 

Planning Permission Progress

 

African Renaissance: Although aspects relating to the land claim and the environmental impact assessment approval process were being dealt with these have now transferred to the responsibility of the purchaser effective 31 August 2015.

 

Brakpan: Since receiving positive comments from Gautrans on the Traffic impact study, the company has applied for a tribunal review of the zoning application. Despite inefficient municipalities a tribunal date is expected to be scheduled before the end of 2015 after which either the rights will be approved or the objection process will commence. Progress during the period:

· Traffic Impact Study approved by Gauteng Roads Agency

· Storm water discharge plan approved

· Water supply approved

 

Clayville: The long awaited service level agreements remain outstanding from Council. Once completed the amended S125 plan will be approved along with the general plan. Section 101 can be expected thereafter (Q1 2016). The lack of electrical capacity in the area to service the site remains the major obstacle to a successful sale. Progress during the period:

· Final drafts of service level agreements presented for approval

 

Driefontein: The Nuclear Imaging Department has determined top soil contamination at levels that are above permissible levels for development. The remedial action required entails removing the surface materials at significant costs. These can only be accurately determined while on site with regular testing as the top surface materials are removed. Progress during the period:

· NECSA report completed,

· Section 101 approved for extensions 8 & 9

· Section 53 for extensions 8,9,10 & 11 - Confirmation that no active mineral rights exist on site

 

Imbonini 1 & 2: All approvals are in place. Progress during the period:

· Registration of various road access servitudes currently in process.

 

Lenasia: The zoning application is currently at the Head of Town Planning and awaiting review. The remaining items to obtain the section 101 certificate will take approximately 4 to 5 months, estimated at around Q1 2016. While the site has electrical capacity for a third of the developable bulk to be built it is not anticipated additional electrical supply will materialise within the short term. Progress during the period:

· Johannesburg Water has approved outline sewer, storm water and water supply scheme.

· Design layout accepted by Johannesburg Roads Agency

· Town planning technical co-ordination department has confirmed no objection to the various departmental approvals above.

 

 

Remaining Portfolio

 

Property Description

1

Clayville

2

Dalpark (Brakpan)

3

Driefontein

4

Imbonini (Phase 1) - one site remaining

5

Imbonini (Phase 2)

6

Lenasia

 

 

Bridgehead Real Estate Fund (Pty) Ltd

Investment Manager

18 December 2015

 

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 2015.

 

The Company

The Company is incorporated in the Isle of Man under the Isle of Man Companies Act 2006 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.

 

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 13 to 36 of the financial statements.

 

One distribution was paid during the year, 5 pence per Ordinary Share on 31 October 2014 (2014: 10 pence per Ordinary Share on 9 August 2013 and 9 pence per Ordinary Share on 23 April 2014). A further distribution of 5 pence per Ordinary Share was paid on 16 October 2015.

 

Directors

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

 

David Hunter - Chairman

John Chapman

Craig McMurray

David Saville

Stephen Coe

 

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

18 December 2015

 

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 - Executive Director

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 - Executive Director

Craig McMurray is the managing director of Bridgehead Real Estate Fund (Pty) Limited, a private equity real estate investment company. He is also CEO of Respublica (Pty) Ltd which is a developer, owner and manager of a national student accommodation portfolio in South Africa. Respublica Student Living is a joint venture with Redefine Properties Limited a listed REIT on the Johannesburg Stock Exchange (JSE). 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. 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). The Directors are also required to prepare the financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market. 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 (as explained in note 2.1 to the financial statements, the Directors do not believe the going concern basis to be appropriate and, in consequence, these financial statements have not been prepared on that basis); 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

18 December 2015

 

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 2015 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 dated 23 September 2015. 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. In addition, we read all the financial and non-financial information in the annual report 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 2015 and of its loss for the year then ended; and

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

 

Emphasis of matter - financial statements prepared other than on a going concern basis

 

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 2.1 to the financial statements concerning the basis on which the financial statements have been prepared. As the Group's objective is the orderly realisation of its assets with a view to returning capital to the shareholders thereafter, the financial statements have been prepared on a basis other than that of going concern.

 

 

BDO LLP

Chartered Accountants

London

United Kingdom

 

18 December 2015

 

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

 

Consolidated Income Statement

Year ended 

30 June 2015

Year ended 

30 June 2014

Note

£'000

£'000

Revenue - rental income

35

122

Revenue - sale of inventory

1,388

13,236

Total revenue

1,423

13,358

Total cost of sales

6

(6,537)

(14,373)

Gross loss

(5,114)

(1,015)

Investment management fees

7

(300)

(265)

Performance fees

7

(42)

96

Other administration fees and expenses

8

(629)

(847)

Directors incentive payments

8

(62)

(237)

Administrative expenses

(1,033)

(1,253)

Operating loss

(6,147)

(2,268)

Finance income

21

38

Gain on cessation of loan

-

4

Foreign exchange loss

3

(1,091)

(7,686)

Finance costs

-

(48)

Net finance expense

(1,070)

(7,692)

Profit on disposal of subsidiary undertakings

23

394

-

(Loss)/profit on sale of associate

(75)

994

Loss before income tax

(6,898)

(8,966)

Income tax expense

9

(13)

-

Loss for the year

(6,911)

(8,966)

Attributable to:

- Owners of the Parent

(6,686)

(9,444)

- Non-controlling interests

18

(225)

478

(6,911)

(8,966)

Basic and diluted loss per share (pence) for loss attributable to the owners of the Parent during the year

10

(10.73)

(15.16)

 

 

 

Consolidated Statement of Comprehensive Income

Year ended

 30 June 2015

Year ended 

30 June 2014

Note

£'000

£'000

Loss for the year

(6,911)

(8,966)

Other comprehensive income

Items reclassified to profit or loss

Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit or loss

(840)

-

Items that may subsequently be reclassified to profit or loss

Currency translation differences

779

1,806

Other comprehensive (expense)/income for the year

(61)

1,806

Total comprehensive expense for the year

(6,972)

(7,160)

Total comprehensive expense attributable to:

- Owners of the Parent

(6,789)

(7,804)

- Non-controlling interests

(183)

644

(6,972)

(7,160)

 

 

 

Consolidated Balance Sheet

As at 30 June 2015

As at 30 June 2014

Note

£'000

£'000

Assets

Non-current assets

Intangible assets

11

-

779

-

779

Current assets

Inventories

12

5,642

18,590

Trade and other receivables

13

1,632

230

Cash at bank

14

3,143

4,596

10,417

23,416

Assets of disposal group classified as held for sale

15

3,644

-

Total current assets

14,061

-

Total assets

14,061

24,195

Equity

Capital and reserves attributable to owners of the Parent:

Issued share capital

16

623

623

Foreign currency translation reserve

6,246

6,349

Retained earnings

6,518

16,366

13,387

23,338

Non-controlling interests

18

(835)

(782)

Total equity

12,552

22,556

Liabilities

Current liabilities

Loans from third parties

19

1,319

1,411

Trade and other payables

20

190

228

Current tax liabilities

-

-

Total current liabilities

1,509

1,639

Total liabilities

1,509

1,639

Total equity and liabilities

14,061

24,195

 

The financial statements were approved and authorised for issue by the Board of Directors on 18 December 2015 and signed on its behalf by:

 

 

David Hunter Stephen Coe

Director Director

 

 

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 2013

623

4,709

37,646

42,978

(977)

42,001

Comprehensive income/(expense)

Loss for the year

-

-

(9,444)

(9,444)

478

(8,966)

Other comprehensive income

Foreign exchange translation differences

-

1,640

-

1,640

166

1,806

Total comprehensive income/(expense) for the year

-

1,640

(9,444)

(7,804)

644

(7,160)

Transactions with owners

Distributions paid

-

-

(11,836)

(11,836)

-

(11,836)

Dividend paid to non-controlling interest

-

-

-

-

(449)

(449)

Total transactions with owners

-

-

(11,836)

(11,836)

(449)

(12,285)

Balance at 30 June 2014

623

6,349

16,366

23,338

(782)

22,556

Balance at 1 July 2014

623

6,349

16,366

23,338

(782)

22,556

Comprehensive income/(expense)

Loss for the year

-

-

(6,686)

(6,686)

(225)

(6,911)

Other comprehensive income

Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit and loss

-

(840)

-

(840)

-

(840)

Foreign exchange translation differences

-

737

-

737

42

779

Total comprehensive expense for the year

-

(103)

(6,686)

(6,789)

(183)

(6,972)

Transactions with owners

Distributions paid

-

-

(3,115)

(3,115)

-

(3,115)

Reserves ceded to non-controlling interest

-

-

(47)

(47)

47

-

Dividend paid to non-controlling interest

-

-

-

-

(59)

(59)

Sale of subsidiary (note 23)

-

-

-

-

142

142

Total transactions with owners

-

-

(3,162)

(3,162)

130

(3,032)

Balance at 30 June 2015

623

6,246

6,518

13,387

(835)

12,552

 

 

 

Consolidated Cash Flow Statement

Year ended

30 June 2015

Year ended 

30 June 2014

Note

£'000

£'000

Cash flows from operating activities

Loss for the year before tax

(6,898)

(8,966)

Adjustments for:

Interest income

(21)

(38)

Interest expense

-

48

Gain on cessation of loan

-

(4)

Loss/(profit) on sale of associate

75

(994)

Impairment of goodwill

11

786

197

Profit on sale of subsidiary

23

(394)

-

Foreign exchange loss

3

1,091

7,686

Operating loss before changes in working capital

(5,361)

(2,071)

Decrease in inventory

5,394

13,123

Decrease in trade and other receivables

277

477

Decrease in trade and other payables

(192)

(279)

Cash generated from operations

118

11,250

Interest paid

-

(48)

Interest received

21

38

Tax paid

(12)

(252)

Net cash generated from operating activities

127

10,988

Cash flows from investing activities

Proceeds on disposal of associate

(75)

6,313

Net cash on disposal of subsidiary

1,608

-

Movement in cash restricted by bank guarantees

(2)

(1)

Net cash generated from investing activities

1,531

6,312

Cash flows from financing activities

Repayment of loans from third parties

19

(21)

(1,084)

Repayment of bank loans

-

(1,255)

Dividend paid to non-controlling interests

(59)

(449)

Distributions paid

16

(3,115)

(11,836)

Net cash used in financing activities

(3,195)

(14,624)

Net (decrease)/increase in cash and cash equivalents

(1,537)

2,676

Cash and cash equivalents at beginning of the year

4,549

2,012

Foreign exchange losses on cash and cash equivalents

84

(139)

Cash and cash equivalents at end of the year

14

3,096

4,549

 

 

 

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.

 

As the Group's objective is the orderly realisation of its assets with a view to returning capital to the shareholders thereafter, these financial statements have not been prepared on a going concern basis. During the realisation period the Group expects to trade in an orderly fashion and, in the Directors' opinion, the valuation bases applied to the assets and liabilities (as disclosed elsewhere within the accounting policies) are such that there would be no material adjustments to the financial statement if they had been prepared on a going concern basis.

 

a) New and amended standards adopted by the Group

 

The following standards were effective for the first time for the Group's 30 June 2015 year end and had no material impact on the financial statements:

 

IFRS 10 Consolidated Financial Statements;

IFRS 11 Joint Arrangements;

IFRS 12 Disclosure of Interests in Other Entities; and

IAS 36 Impairment of assets.

 

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 an assessment of the impact on the future financial statements of the Group has yet to be carried out.

 

New/Revised International Financial Reporting Standards (IAS/IFRS)

Effective date

(accounting periods

commencing on or after)

IFRS 9 Financial Instruments

This standard supersedes all previous versions of IFRS 9 and brings together the classification and measurement, impairment and hedge accounting phases of the IASBs project to replace IAS 39 Financial Instruments: Recognition and Measurement.

 

1 January 2018

 

IFRS 15 Revenue from Contracts with Customers

IFRS 15 establishes the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer.

 

1 January 2018

 

IAS 1 Disclosure Initiative

Amended version of IAS 1 aims to address perceived impediments to preparers exercising their judgement in presenting their financial reports.

 

1 January 2016

IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The amendments address a conflict between the requirements of IAS 28 Investments in Associates and Joint Ventures and IFRS 10 Consolidated Financial Statements and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business.

 

1 January 2016

IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation

The amendments provide additional guidance on how the depreciation or amortisation of property, plant and equipment and intangible assets should be calculated.

 

IFRS 11 Accounting for acquisitions of Interests in Joint Operations

The amendments clarify that the acquirer of an interest in a joint operation in which the activity constitutes a business, as defined in IFRS 3, is required to apply all of the principles on business combinations accounting in IFRS 3 and other IFRSs with the exception of those principles that conflict with the guidance in IFRS 11.

1 January 2016

 

 

1 January 2016

 

 

 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 been applied in the current period and which may 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) Estimated impairment of inventory

The Group obtains third party 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) on an annual basis at the end of June each year. These are used in conjunction with the strategic plan for each development in order to determine any impairment of inventory.

 

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 12).

 

(b) 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 11 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 disposed of, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. On the partial disposal of a subsidiary that includes a foreign operation, the proportionate share of the cumulative amount of exchange differences recognised in other comprehensive income is re-attributed to the non-controlling interests. In any other partial disposal of a foreign operation, the proportionate share of the cumulative exchange differences recognised in other comprehensive income is reclassified to profit and loss.

 

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.

 

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

Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. De-facto control exists in situations where the company has the practical ability to direct the relevant activities of the investee without holding the majority of the voting rights. In determining whether de-facto control exists, the company considers all relevant facts and circumstances including the size of the company's voting rights relative to both the size and dispersion of other parties who hold voting rights, substantive potential voting rights held by the company and by other parties, other contractual arrangements and historic patterns in voting attendance.

 

Subsidiaries are fully consolidated from the date on which control is transferred to the Group and continue to be included until control is lost or 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.

 

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.

 

The Group classifies its financial liabilities in the following categories: at fair value through profit or loss and other liabilities. At 30 June 2015 and 2014 the Group did not have any financial liabilities at fair value through profit or loss. Other liabilities comprise 'loans from third parties' and 'trade and other payables' in the balance sheet (notes 19 and 20).

 

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.

 

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.

 

Trade and other payables

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

 

2.9 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 Assets Held for Sale and Disposal Groups

 

Assets and disposal groups are classified as held for sale when it is established that management have a committed plan to sell which is unlikely to be significantly changed or withdrawn, the assets are available for immediate sale with an active programme initiated to locate a buyer and are being marketed at a reasonable price in relation to fair value with a sale being highly probable within 12 months of classification.

 

Assets or disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Any resulting impairment loss is recognised in profit or loss. Once classified as held for sale, these assets are not depreciated and are disclosed separately on the face of the statement of financial position within current assets.

 

2.11 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.

 

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 substantively 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.

 

2.12 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.

 

2.13 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:

 

30 June 2015

Monetary Assets

Monetary Liabilities

Total

£'000

£'000

£'000

South African Rand

2,900

(1,418)

1,482

2,900

(1,418)

1,482

 

30 June 2014

Monetary Assets

Monetary Liabilities

Total

£'000

£'000

£'000

South African Rand

3,657

(1,565)

2,092

3,657

(1,565)

2,092

 

At 30 June 2015, had the Pound strengthened/weakened by 10 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 £135,000 (30 June 2014: 5 per cent. currency movement, decrease/increase £100,000).

 

Included in the income statement is a foreign exchange loss of £1,090,841 (2014: loss £7,685,769) which includes a loss of £1,083,241 (2014: loss £7,633,008) 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 (2014: 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:

30 June 2015

30 June 2014

£'000

£'000

Trade and other receivables

1,614

207

Cash at bank

3,143

4,596

Assets of disposal group classified as held for sale

32

-

4,789

4,803

 

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.

 

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.

 

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

 

30 June 2015

Less than 1 month

1-3 months

3 months to 1 year

1-5 years

Over 5 years

No stated maturity

£'000

£'000

£'000

£'000

£'000

£'000

Financial liabilities

Loans from third parties

-

-

-

-

-

1,319

Trade and other payables

46

-

144

-

-

-

46

-

144

-

-

1,319

 

30 June 2014

Less than 1 month

1-3 months

3 months to 1 year

1-5 years

Over 5 years

No stated maturity

£'000

£'000

£'000

£'000

£'000

£'000

Financial liabilities

Loans from third parties

-

-

-

-

-

1,411

Trade and other payables

25

-

203

-

-

-

25

-

203

-

-

1,411

 

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 and on loans from third parties. 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 2015 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 £21,000 lower (2014: 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 2014 and 2015.

 

4 Segment Information

 

The entity is domiciled in the Isle of Man. All of the reported revenue, £1,423,564 (2014: £13,357,708) arises in South Africa.

 

The total of non-current assets other than financial instruments is £nil (2014: £778,822) and all of these were located in South Africa.

 

Revenues of £310,859 (ZAR 5,600,000), £656,014 (ZAR 11,817,834) and £236,163 (ZAR 4,254,386) were derived from single external customers and were attributable to the Imbonini phase 1 development, the Gosforth Park development and the Kindlewood development respectively (30 June 2014: £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).

 

5 Operating leases

 

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

 

Year ended 30 June 2015

£'000

Year ended 

30 June 2014

£'000

Less than one year

-

83

Between one and five years

-

-

More than five years

-

-

-

83

 

6 Cost of sales

 

Year ended 

30 June 2015

£'000

Year ended 

30 June 2014

£'000

Cost of inventory sold

1,285

12,510

Property expenses

337

730

1,622

13,240

Impairment of inventory (note 12)

4,129

936

Impairment of goodwill (note 11)

786

197

Total cost of sales

6,537

14,373

 

7 Investment Manager's fees

 

Annual fees

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 (excluding VAT). Management fees for the year ended 30 June 2015 paid to Bridgehead amounted to £198,333.

 

Group Five was entitled to a management fee of £290,000 per annum payable monthly in arrears. Management fees for the year ended 30 June 2015 paid to Group Five were £24,168 (ZAR 435,381) (30 June 2014: £265,324 (ZAR 4,481,258)). The Group entered into a termination deed on 1 July 2014 with Group Five under which the Group agreed to pay Group Five a termination fee of £77,715 (ZAR 1.4 million) in lieu of notice.

 

Sales fee

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

 

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 12). Sales fees payable for the year ended 30 June 2015 payable to Group Five amounted to £25,761 (ZAR 464,074) (30 June 2014: £345,909 (ZAR 5,842,326)).

 

Performance fees

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. Performance fees for the year ended 30 June 2015 amounted to £42,447 (ZAR 768,119).

 

The Group previously 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 was calculated based on 1.5% on the net proceeds of the sale of each asset.

 

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. This is settled by Bridgehead out its 1.5% performance fee.

 

Performance fees of £nil (ZAR nil) payable to Group Five have been accrued for the year ended 30 June 2015 (30 June 2014: reduction £95,807 (ZAR 1,618,154)).

 

8 Other administration fees and expenses

 

Year ended 

30 June 2015

Year ended 

30 June 2014

£'000

£'000

Audit - current year

96

115

Audit - prior years

-

(1)

Directors' remuneration and fees

151

171

Directors' insurance cover

18

30

Professional fees

91

74

Other expenses

273

458

Administration fees and expenses

629

847

 

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 Chairman was entitled to receive an annual fee of £40,000, Stephen Coe was entitled to an annual fee of £35,000 and David Saville was entitled to an annual fee of £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 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 2015 amounted to £62,293 (30 June 2014: £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 2015 amounted to £151,036 (30 June 2014: £171,000) and was split as below. Directors' insurance cover amounted to £18,086 (30 June 2014: £30,213).

 

 

Year ended 30 June 2015

Year ended 30 June 2014

Basic fee/salary

Incentive fees

Total

Basic fee/salary

Incentive fees

Total

£'000

£'000

£'000

£'000

£'000

£'000

David Hunter

48

-

48

48

-

48

David Saville

18

-

18

18

-

18

Stephen Coe

35

-

35

35

-

35

101

-

101

101

-

101

John Chapman

30

15

45

30

59

89

Craig McMurray

20

47

67

40

178

218

50

62

112

70

237

307

151

62

213

171

237

408

 

9 Income tax expense

 

Year ended 

30 June 2015

Year ended 

30 June 2014

£'000

£'000

Current tax

(13)

-

 

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:

 

Year ended 

30 June 2015

Year ended 

30 June 2014

£'000

£'000

Loss before tax

(6,898)

(8,966)

Tax calculated at domestic tax rates applicable in the Isle of Man (0%)

-

-

Effect of higher tax rates in South Africa (28%)

(13)

-

Tax expense

(13)

-

 

There are tax losses carried forward in the underlying subsidiaries of £29,179,210 (ZAR 557,130,326) (30 June 2014: £21,165,067 (ZAR 384,946,000)). 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.

 

Year ended 

30 June 2015

Year ended 

30 June 2014

Loss attributable to equity holders of the Company (£'000)

(6,686)

(9,444)

Weighted average number of shares in issue (thousands)

62,293

62,293

Basic loss per share (pence per share)

(10.73)

(15.16)

 

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

 

11 Intangible assets

 

30 June 2015

30 June 2014

£'000

£'000

Goodwill

Start of the year

779

1,162

Impairment

(786)

(197)

Exchange differences

7

(186)

End of the year

-

779

 

The above goodwill related entirely to the Group's investment in the shares of Zwartkoppies Property Investment (Pty) Ltd, previously known as 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 of goodwill has been assessed as £nil (ZAR nil) and therefore the goodwill has been impaired by £786,310 (ZAR 14,165,068). 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 £3,666,188 (ZAR 70,000,000) at 30 June 2015. This development has been reclassified as a disposal group asset, see note 15.

 

12 Inventories

 

Current assets

30 June 2015

30 June 2014

£'000

£'000

Start of the year

18,590

37,181

Costs capitalised

20

324

Impairment

(4,129)

(936)

Cost of inventory sold

(1,285)

(12,510)

Transfer to assets held for sale (note 15)

(3,611)

-

Disposal via sale of subsidiary (note 23)

(3,567)

-

Exchange differences

(376)

(5,469)

End of the year

5,642

18,590

 

During the year, the Group capitalised costs of £20,294 (ZAR 365,591) (30 June 2014: £323,519 (ZAR 5,464,155)), in order to develop these assets for future re-sale, and accordingly they were classified as inventory.

 

At 30 June 2015 the net realisable values of African Renaissance, Brakpan, Driefontein, Lenasia, Imbonini and Imbonini phase 2 were lower than cost, therefore, their inventory values have been impaired to a value of £8,858,873 (ZAR 169,146,000) (30 June 2014: Brakpan, Driefontein, Emberton, Gosforth Park, Kindlewood, Lenasia, Imbonini and Imbonini phase 2 were impaired to a value of £13,979,393 (ZAR 254,254,412)). Net realisable value has been assessed using valuations determined by Broll less estimated selling expenses.

 

The African Renaissance development has been reclassified as a disposal group asset, see note 15.

 

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.

 

13 Trade and other receivables

 

30 June 2015

30 June 2014

£'000

£'000

Prepayments

18

23

VAT receivable

22

2

Trade receivables

11

69

Proceeds due from sale of inventory*

1,571

-

Other receivables

10

136

Trade and other receivables

1,632

230

* in relation to the sale of the Emberton development where four amounts totalling ZAR 30,000,000 (£1,571,224) are due to be received by the end of August 2016

 

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

 

14 Cash at bank

 

30 June 2015

30 June 2014

£'000

£'000

Bank balances

3,096

4,549

Bank deposit balances

47

47

Cash at bank

3,143

4,596

 

Included within the bank deposit balances figure is an amount of £46,734 (ZAR 892,306) (30 June 2014: £47,381 (ZAR 861,759)) 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 £46,734 (ZAR 892,306) (30 June 2014: £47,381 (ZAR 861,759)) in connection with senior debt obligations of its subsidiary Imbonini Park (Pty) Ltd.

 

15 Assets of Disposal Group Classified as Held for Sale

 

The assets and liabilities of Zwartkoppies Property Investment (Pty) Limited (owning the assets of the African Renaissance Project) have been presented as held for sale as the Group was negotiating its sale at the year end. See note 24 for further information. Goodwill with a value of £786,000 was impaired prior to transfer to assets held for sale (see note 11).

30 June 2015

30 June 2014

£'000

£'000

Inventories

3,611

-

Trade and other receivables

29

-

Cash at bank

4

-

Total

3,644

-

Of which fair value measurements use:

- Quoted prices in active markets for identical assets (Level 1)

-

-

- Significant other observable inputs (Level 2)

-

-

- Significant unobservable inputs (Level 3)

3,644

-

 

16 Share capital

 

Ordinary Shares of 1p each

As at 30 June

 2014 & 2015 

Number

As at 30 June

 2014 & 2015 

£'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.

 

One distribution was paid during the year, 5 pence per Ordinary Share on 31 October 2014 (2014: 10 pence per Ordinary Share on 9 August 2013 and 9 pence per Ordinary Share on 23 April 2014).

 

Preference shares

 

Business Venture Investments No 1269 (Pty) Limited (the Wedgewood development) issued preference shares ZAR 100 to its minority holders. The holders of the preference shares were entitled to the first ZAR 22,000,000 (£1,152,231) in dividends declared by Business Venture Investments No 1269 (Pty) Limited. A dividend of ZAR 7,588,039 (£449,268) was declared and paid (prior to the redemption of the preference shares) during the year ended 30 June 2014. A memorandum of understanding ("MOU") was effective from time of sale of the Wedgewood development which entitled the minority holders to any surplus amount after settlement of claims per the MOU. This resulted in a dividend of ZAR 1,069,978 (£59,395) being declared and paid during the year ended 30 June 2015.

 

17 Net asset value ("NAV") per share

 

30 June 2015

30 June 2014

Net assets attributable to equity holders of the Company (£'000)

13,387

23,338

Shares in issue (in thousands)

62,293

62,293

NAV per share (£)

0.21

0.37

 

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 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).

 

EPRA NAV

30 June 2015

30 June 2014

Net assets attributable to equity holders of the Company (£'000)

12,892

22,559

Shares in issue (in thousands)

62,293

62,293

EPRA NAV per share (£)

0.21

0.36

 

18 Non-controlling interests

 

Subsidiary

Country of incorporation

Percentage of shares held

Profit/(loss) allocated to NCI 

year ended 

30 June 2015

Accumulated NCI 

30 June 2015

Dividends paid to NCI 

 year ended 

30 June 2015

£'000

£'000

£'000

Madison Park Properties 40 (Pty) Limited

South Africa

50%

(225)

(835)

-

Business Venture Investments No 1269 (Pty) Limited*

South Africa

21%

8

-

(59)

Royal Albatross Properties 313 (Pty) Limited*

South Africa

11%

(8)

-

-

(225)

(835)

(59)

* sold during the year, see note 23

 

19 Loans from third parties

 

30 June 2015

30 June 2014

£'000

£'000

Start of the year

1,411

2,920

Payment of loans from third parties

(21)

(1,084)

Disposal via sale of subsidiary (note 23)

(6)

-

Exchange differences

(65)

(425)

End of the year

1,319

1,411

 

The loans from third parties are as follows:

 

Name

Interest Rate

30 June 2015

£'000

Homa Adama Trust *

-

1,319

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

 

The above loan is unsecured and repayable on demand.

 

The fair value of this loan approximates its carrying value.

 

20 Trade and other payables

30 June 2015

30 June 2014

£'000

£'000

Trade payables

10

64

Management fees payable

17

-

Other payables

163

164

Trade and other payables

190

228

 

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

 

21 Contingent liabilities and commitments

 

As at 30 June 2015 the Group has contingent liabilities which have corresponding bank guarantees. See note 14 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. Key management is made up of the Board of Directors who are therefore considered to be related parties. Fees in relation to the Directors are disclosed in note 8.

 

The former investment manager, Group Five Property Developments (Pty) Limited was considered to be a related party by virtue of its 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. 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.

 

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 was a loan in respect of the Starleith development for £10,281 (ZAR 185,204) which was repaid during the year.

 

The principal subsidiary undertakings within the Group as at 30 June 2015 are:-

 

Development property

Country of incorporation

Percentage of shares held *

Business Venture Investments No 1172 (Pty) Limited

Driefontein

South Africa

100%

Crimson King Properties 378 (Pty) Limited

Gosforth Park

South Africa

100%

Imbonini Park (Pty) Ltd

Imbonini phase 1

South Africa

100%

Imbonini Park Phase 2 (Pty) Ltd

Imbonini phase 2

South Africa

100%

Madison Park Properties 33 (Pty) Limited

Lenasia

South Africa

100%

Madison Park Properties 40 (Pty) Limited **

Brakpan

South Africa

50%

SAPSPV Clayville Property Investments (Pty) Limited

Clayville

South Africa

100%

Zwartkoppies Property Investment (Pty) Limited ***

African Renaissance

South Africa

100%

SAPSPV Holdings RSA (Pty) Limited

n/a

South Africa

100%

Business Venture Investments No 1187 (Pty) Limited

Inactive

South Africa

100%

* this also represents the percentage of ordinary share capital and voting rights held - 2015

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

*** previously known as Living 4 U Developments (Pty) Limited

 

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

 

Development property

Country of incorporation

Percentage of shares held

8 Mile Investments 504 (Pty) Limited

n/a

South Africa

100%

Business Venture Investments No 1180 (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 1239 (Pty) Limited

n/a

South Africa

100%

Business Venture Investments No 1270 (Pty) Limited

n/a

South Africa

100%

Madison Park Properties 34 (Pty) Limited

Kyalami

South Africa

100%

Crane's Crest Investments 28 (Pty) Limited

n/a

South Africa

100%

SAPSPV Imbonini Property Investments (Pty) Limited

n/a

South Africa

100%

Wonderwall Investments 18 (Pty) Limited

n/a

South Africa

100%

 

23 Profit on disposal of subsidiary

 

During the year the Group disposed of its holding in and intercompany loan with Royal Albatross Properties 313 (Pty) Limited for total consideration of ZAR 20,000,000 (£1,110,211). This resulted in a net gain on disposal of £159,137 as follows:

 

£'000

Inventory (note 12)

1,347

Trade and other receivables

39

Cash and cash equivalents

1

Loans from third parties (note 19)

(6)

Intercompany loan

(2,707)

Total identifiable net liabilities

(1,326)

Non-controlling interest

146

Intercompany loan

2,707

Total interest

1,527

Consideration

(1,110)

Loss on disposal

417

Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit and loss

(576)

Net gain on disposal

(159)

 

During the year the Group disposed of its holding in and intercompany loan with Business Venture Investments No 1268 (Pty) Limited for total consideration of ZAR 39,000,000 (£2,164,911). This resulted in a net gain on disposal of £168,902 as follows:

 

£'000

Inventory (note 12)

2,220

Trade and other receivables

21

Cash and cash equivalents

-

Trade and other payables

(51)

Intercompany loan

(2,716)

Total identifiable net liabilities

(526)

Intercompany loan

2,716

Total interest

2,190

Consideration

(2,165)

Loss on disposal

25

Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit and loss

(194)

Net gain on disposal

(169)

 

During the year the Group disposed of its holding in Business Venture Investments No 1269 (Pty) Limited for total consideration of ZAR 790 (£44). This resulted in a net gain on disposal of £43,579 as follows:

 

£'000

Cash and cash equivalents

1

Trade and other payables

(1)

Total identifiable net assets and interest

-

Consideration

-

Loss on disposal

-

Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit and loss

(44)

Net gain on disposal

(44)

 

During the year the Group disposed of its holding in Breeze Court Investments 31 (Pty) Limited for total consideration of ZAR 50 (£3). This resulted in a net gain on disposal of £22,391 as follows:

 

£'000

Trade and other receivables

7

Cash and cash equivalents

1

Total identifiable net assets

8

Non-controlling interest

(4)

Total interest

4

Consideration

-

Loss on disposal

4

Accumulated foreign exchange differences arising on subsidiary operations reclassified from equity to profit and loss

(26)

Net gain on disposal

(22)

 

24 Post balance sheet events

 

Subsequent to the year end, the Group concluded the sale of Zwartkoppies Property Investment (Pty) Limited owning the assets of the African Renaissance Project. The total sales proceeds of ZAR 70 million (£3.7 million) will be received in two instalments with the first payment of ZAR 30 million (£1.6 million) received at the end of August 2015 and a second payment of ZAR 40 million (£2.1 million) due on 31 December 2016. A bank guarantee has been received for the second payment. Profit on disposal is approximated at £1,724,000 due to the reclassification of accumulated foreign exchange differences of £1,743,000 from equity to profit and loss.

 

A return of capital of 5 pence per Ordinary Share was made to shareholders in October 2015. Total funds returned to shareholders was £3,114,641.

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR PKFDBABDDFBD
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