South African Property Opportunities Regulatory News (SAPO)

29 March 2017

SOUTH AFRICAN PROPERTY OPPORTUNITIES PLC

('SAPRO' or the 'Group')

Interim results for the six months ended 31 December 2016

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 2016.

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

This announcement contains inside information.

For further information please contact:

Paul Fincham/Jonathan Becher +44 (0) 20 7886 2500

Panmure Gordon

Ian Dungate/Suzanne Jones + 44 (0) 1624 692600

Galileo Fund Services Limited

Chairman's Statement

On behalf of the Board, I present the interim results for South African Property Opportunities plc ("SAPRO" or "the Company") and its subsidiaries (the "Group") for the six months ended 31 December 2016.

Sale of the Portfolio

In December 2016 the Company reported that a contract had been concluded to sell the remaining assets for ZAR 60 million (£3.71 million). Of this ZAR 25 million (£1.49 million) had already been received with the remainder due in February (ZAR 11 million (£0.70 million)) and June 2017 (ZAR 24 million (£1.52 million)), secured by bank guarantees. This contract remains in place and binding, but the Company has been negotiating with the partner at the Brakpan asset regarding a pre-emption right. As a result the February payment, which is for the Brakpan asset, has been delayed pending resolution of certain legal matters.

Performance

As at 31 December 2016 the unaudited EPRA net asset value per share ("NAV"), taking into account the contracted sales and distribution costs was 12 pence compared with 11 pence at 30 June 2016. The rise in NAV primarily relates to a currency gain of 1 pence per share. Between 30 June 2016 and 31 December 2016 the exchange rate moved from ZAR:GBP 19.68 to ZAR:GBP 16.88, a rise of 16.6%. The Company does not hedge its South African Rand exposure. The Company has no bank debt.

A distribution of 7.25 pence per Ordinary Share was paid to shareholders on 27 January 2017.

Valuations

The portfolio was not revalued externally at 31 December 2016 and the figures adopted in the accounts are based on the agreed sale price.

Asset Management

The key efforts of the Investment Manager are focused on receiving the contracted sums and negotiating the pre-emption arrangements on the Brakpan asset.

Wind up

On receipt of the final payment steps will be taken to wind up the Company. The Board has already served notice where appropriate under various service agreements.

David Hunter

Chairman

28 March 2017

Consolidated Income Statement

Consolidated Statement of Comprehensive Income

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity

Consolidated Cash Flow Statement

Notes to the Financial Statements

1 General Information

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

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

2.1 Basis of preparation

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 2016.

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 2016 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 2016 are unaudited. The comparative interim figures for the six months ended 31 December 2015 are also unaudited.

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 are such that there would be no material adjustments to the financial statements if they had been prepared on a going concern basis.

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 obtained 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 were used in conjunction with the strategic plan for each development in order to determine any impairment of inventory. At 30 June 2016 the valuations were adjusted to the sales proceeds which provided better evidence of the value of the portfolio at 30 June 2016.

During the period there were impairment charges in relation to inventory (see note 9).

3 Segment Information

The entity is domiciled in the Isle of Man. All of the reported revenue, £9,093 (31 December 2015: £68,415), arises in South Africa.

For the six months ended 31 December 2016 revenues of £6,832 (ZAR 122,110) and £2,261 (ZAR 40,413) were derived from single external customers and were attributable to the Imbonini phase 2 development and the Lenasia development respectively (31 December 2015: £154,511 (ZAR 3,217,528) attributable to the Imbonini development).

4 Cost of sales

5 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 period ended 31 December 2016 paid to Bridgehead amounted to £99,750 (31 December 2015: £99,750).

Sales fee

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

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 period ended 31 December 2016 amounted to £53,318 (ZAR 900,000) (31 December 2015: £74,954 (ZAR 1,546,440)).

6 Other administration fees and expenses

Included within other administration fees and expenses are the following:

Directors' remuneration

The maximum amount of basic remuneration payable by the Company by way of fees to the Non-executive Directors permitted under the Articles of Association is £200,000 per annum. All Directors are each entitled to receive reimbursement of any expenses incurred in relation to their appointment. During the period of these accounts, the Chairman was entitled to 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

John Chapman was entitled to an annual basic salary of £30,000 and Craig McMurray was entitled to an annual basic salary of £20,000. 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. Total incentive fees for the period ended 31 December 2016 amounted to £nil (31 December 2015 £62,293).

All directors' remuneration and fees

Total fees and basic remuneration (including VAT where applicable) paid to the Directors for the period ended 31 December 2016 amounted to £75,729 (31 December 2015: £75,682) and was split as below. Directors' insurance cover amounted to £7,196 (31 December 2015: £8,051).

7 Income tax expense

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

8 Basic and diluted profit/(loss) per share

Basic profit/(loss) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Group by the weighted average number of shares in issue during the period.

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

9 Inventories

Current assets

During the period, the Group capitalised costs of £902 (ZAR 16,119) (30 June 2016: £3,117 (ZAR 66,829)) in order to develop these assets for future re-sale, and accordingly they were classified as inventory.

At 30 June 2016 the net realisable values of all of the developments were lower than cost, therefore, their inventory values were impaired to a value of £3,187,027 (ZAR 62,727,698). Net realisable value was determined by the sale contract less estimated selling expenses.

10 Trade and other receivables

* the comparative balance relates to the sale of the Emberton development where one final amount of ZAR 9,000,000 (£0.48 million) was received in August 2016 and the sale of the African Renaissance development where one final amount of ZAR 40,000,000 (£2.38 million) was received in December 2016.

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

11 Cash and cash equivalents

12 Share capital

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

No distributions were paid during the period ended 31 December 2016 (31 December 2015: one distribution of 5 pence per Ordinary Share on 16 October 2015).

13 Reserves

The following describes the nature and purpose of each reserve within equity:

14 Net asset value ("NAV") per share

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

The Group publishes an adjusted NAV that is calculated in accordance with the guidelines of the European Public Real Estate Association ("EPRA"). The primary difference between EPRA and IFRS is that, in general, under IFRS the Group's development properties are classified as inventory and held at cost while EPRA permits the incorporation of open market valuations. In order to produce the EPRA numbers the Group has retained Broll's Johannesburg office to conduct annual valuations, which are reviewed and adjusted by the directors for the interim accounts. The EPRA numbers incorporate the directors' valuation 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 5) and incentive fees due to the Executive Directors (see note 6).

15 Non-controlling interests

The subsidiary received funding of ZAR 180,000 (£10,071) during the six months ended 31 December 2016 to meet its ongoing commitments and was sold during the period (see note 20).

16 Loans from third parties

The loan was from the Homa Adama Trust in relation to its 50 per cent. interest in subsidiary company, Madison Park Properties 40 (Pty) Ltd, and the Brakpan development which was sold during the period.

The loan was unsecured and carried no fixed terms of repayment. The fair value of this loan approximated its carrying value.

17 Trade and other payables

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

18 Contingent liabilities and commitments

As at 31 December 2016 the Group had no contingent liabilities or commitments.

19 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 6.

The 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 5 and fees in relation to the Executive Directors are disclosed in note 6.

The principal subsidiary undertakings within the Group as at 31 December 2016 are:-

* this also represents the percentage of ordinary share capital and voting rights held - 2016

20 Profit on disposal of subsidiary

During the period the Group disposed of its holding in and intercompany loan with its principal South African subsidiary, SAPSPV Holdings RSA (Pty) Limited, along with all of its subsidiaries (except for two detailed in note 19) for total consideration of ZAR 60,000,000 (£3,554,566). This resulted in a net gain on disposal of £2,161,755 as follows:

* ZAR 25 million (£1.49 million) has been received, with the remaining ZAR 35 million (£2.07 million), secured by bank guarantees and due in June 2017 (note 10).

Although transfer of title does not take place until 1 July 2017, the Company has recognised the disposal of these entities in the period due to the loss of effective control.

At time of transfer of title the Company is also entitled to the cash in excess of ZAR 30,000 (£1,777). This additional recovery cannot be determined until 30 June 2017.

21 Post balance sheet events

A distribution of 7.25 pence per Ordinary Share was paid to shareholders on 27 January 2017, representing a total distribution of £4,516,229.

The payment of ZAR 11 million (£0.70 million) in relation to the sale of the Company's principal South African subsidiary, which holds the Brakpan asset, and which was due on 28 February 2017, has been delayed pending resolution of certain legal matters.