South African Property Opportunities Regulatory News (SAPO)

Legal Entity Identifier: 213800MCRBNG3UHI1A31

29 March 2018

SOUTH AFRICAN PROPERTY OPPORTUNITIES PLC

('SAPRO' or the 'Group')

Interim results for the six months ended 31 December 2017

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 2017.

 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 2017.

Sale of the Portfolio

Since July 2010, the Company has been conducting an orderly disposal of its assets with the resultant proceeds (net of costs) being returned to shareholders. Since August 2013, £23,827,000 has been returned to shareholders equivalent to £0.3825 per share. Remaining assets currently comprise bank balances of £295,246 together with an interest in the Brakpan asset (described below) and estimated liabilities (including liquidation costs) of £195,829.

Brakpan

As previously reported, the Company contracted to sell the Brakpan Asset for ZAR 11 million (£0.65 million) as part of a transaction to sell the Company's remaining assets. The Company has attempted to enforce this contract without success and the Board has concluded that the costs of enforcement will be significant with no guarantees of success. In summary, the Company's interest in the Brakpan Asset is through a joint venture agreement entered into before the appointment of each of the Directors, and which has proven to be poorly drafted. Accordingly the Board has determined that the remaining interest in the Brakpan Asset is of little or no achievable value.

Results

For the six months to 31 December 2017 the Company has incurred a comprehensive loss of £685,618 reflecting costs for the period together with an estimate of the future costs of the Company up to the conclusion of the liquidation and the write off of remaining investment balances in South Africa.

The Company's cash net of remaining liabilities is £99,417 or 0.16 pence per Ordinary Share. £208,900 (ZAR 3,474,173) of the net cash relates to balances held in South Africa. The Company is working through due process to get the funds in South Africa remitted to the Isle of Man.

Wind up

As the Board now considers that it is no longer practicable to operate the Company in the hope of generating meaningful proceeds from a disposal of the Brakpan Asset, the Board will shortly place proposals before Shareholders for the voluntary winding-up of the Company, the appointment of a Liquidator and the cancellation of the admission to trading on AIM and The International Stock Exchange of the Company's Ordinary Shares (the "Proposals").

David Hunter

Chairman

28 March 2018

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 2017.

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 2017 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The financial statements have been prepared on a non-going concern basis, with assets stated at realisable amounts and provisions for the estimated liquidation costs. The change in provision during the period ended 31 December 2017 has not been released against the expenses incurred during the period. This is a departure from IFRS and IAS 34, but gives the shareholder better clarify of the expenses incurred during the period.

The interim financial statements for the six months ended 31 December 2017 are unaudited. The comparative interim figures for the six months ended 31 December 2016 are also unaudited.

2.2 Critical accounting estimates and assumptions

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Impairment of asset held for sale

As described in notes 13 and 22, the Group presented the assets and liabilities of Madison Park Properties 40 (Pty) Limited as held for sale. To determine the impairment of asset held for sale, the Group estimated the consideration on the sale as the fair value of the assets and liabilities of Madison Park Properties 40 (Pty) Limited. The assets of the disposal group had been valued based on the contractual disposal proceeds. Liabilities were recorded at amortised cost. The payments and completion of the disposal have been delayed and the Investment Manager is experiencing difficulties in enforcing the contract. The impairment for the year ended 30 June 2017 was released during the period ended 31 December 2017 as it related to a settlement agreement which never completed.

(b) Trade receivables and Loans and receivables

The Group assesses its trade receivables and loans and receivables for impairment at the end of each reporting period. In determining whether an impairment loss should be recorded in profit or loss, the Group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset. See note 22.

(c) Provision for ongoing costs and liquidation costs

As described in note 7, the Company is now operating as a realisation company. The Group estimated a total provision of £302,953 of ongoing expenses and liquidation fees to be incurred in realising the Group's remaining assets. The critical accounting estimate and judgement relate to the amount accrued and timing of the remaining assets from 1 January 2018 to 30 April 2018.

3 Segment Information

The entity is domiciled in the Isle of Man. All of the reported revenue, £nil (31 December 2016: £9,093), arises in South Africa.

For the six months ended 31 December 2017 revenues of £nil (ZAR nil) were derived from single external customers (31 December 2016: £6,832 (ZAR 122,110) and £2,261 (ZAR 40,413) attributable to the Imbonini phase 2 development and the Lenasia development respectively).

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 2017 paid to Bridgehead amounted to £99,750 (31 December 2016: £99,750).

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 2017 amounted to £nil (ZAR nil) (31 December 2016: £53,318 (ZAR 900,000)).

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 2017 amounted to £nil (31 December 2016 £nil).

All directors' remuneration and fees

Total fees and basic remuneration (including VAT where applicable) paid to the Directors for the period ended 31 December 2017 amounted to £75,729 (31 December 2016: £75,729) and was split as below. Directors' insurance cover amounted to £6,780 (31 December 2016: £7,196).

7 Provisions

The Company is now operating as a realisation company. The calculation of the net asset value includes an estimate of liquidation costs and a provision for fees and expenses expected to be incurred in realising the assets. As at 31 December 2017 these provisions amounted to £302,953 (30 June 2017: £511,643).

8 Income tax expense

The tax on the Group's (loss)/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:

9 Basic and diluted (loss)/profit per share

Basic (loss)/profit per share is calculated by dividing the (loss)/profit 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.

10 Inventories

Current assets

During the period, the Group capitalised costs of £nil (ZAR nil (30 June 2017: £902 (ZAR 16,119)) in order to develop these assets for future re-sale, and accordingly they were classified as inventory.

At 31 December 2017 all developments had been sold. At 30 June 2017 all developments had been sold or reclassified as assets held for sale.

11 Trade and other receivables

* proceeds held in escrow by the South African administrator

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

12 Cash and cash equivalents

13 Disposal Group Classified as Held for Sale

13.1 Assets of Disposal Group

The assets and liabilities of Madison Park Properties 40 (Pty) Limited (owning the assets of the Brakpan Project) were presented as held for sale as at 30 June 2017.

13.2 Liabilities of Disposal Group

The assets of the disposal group were valued based on the contractual disposal proceeds. Liabilities were recorded at amortised cost. The payments and completion of the disposal have been delayed and the Investment Manager is experiencing difficulties in enforcing the contract. On 1 July 2017 the shares were exchanged for intercompany debt (note 22).

14 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 2017 (31 December 2016: £nil).

15 Reserves

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

16 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).

17 Non-controlling interests

On 1 July 2017 the shares were exchanged for intercompany debt (note 22).

18 Loans from third parties

19 Trade and other payables

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

20 Contingent liabilities and commitments

As at 31 December 2017 the Group had no contingent liabilities or commitments.

21 Related party transactions

Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence over the other party in making financial or operational decisions. Key management is made up of the Board of Directors who are therefore considered to be related parties and the transactions were made at arm's length. 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.

During the period a liquidator was appointed for both Crimson King Properties 378 (Pty) Limited and Business Venture Investments No 1187 (Pty) Limited.

22 Profit on disposal of subsidiary

During the period the Group exchanged its holding in and intercompany loan with its subsidiary Madison Park Properties 40 (Pty) Limited for intercompany debt with a total consideration of ZAR 11,000,000 (£646,416). As at 31 December 2017 the intercompany debt has been fully impaired, resulting in a net loss on disposal of £459,777 as follows:

During the period, additional surplus cash balances were deemed receivable in relation to the sale of the principal South African subsidiary, SAPSPV Holdings RSA (Pty) Limited, of ZAR 456,892 (£27,473).