South African Property Opportunities Regulatory News (SAPO)

30 Mar 2007 09:00

South African Property Opps PLC30 March 2007 30 March 2007 SOUTH AFRICAN PROPERTY OPPORTUNITIES PLC ("SAPRO" or the "Company") Interim results for the period from 27 June 2006 (date of incorporation) to 31December 2006 SAPRO is a fund established to invest in real estate opportunities in SouthAfrica. The Company was admitted to trading on AIM and to listing and tradingon the CISX in October 2006, raising gross proceeds of £30 million by way of aplacing Highlights - As at 30 March 2007, the Company has invested £9.6 million of equity capitalin South African real estate development opportunities, representingapproximately one third of the placing proceeds - Early focus on industrial parks, to benefit from booming construction andinfrastructure spend in South Africa and the shortage of proclaimed industrialland - Transactions in advanced stages of due diligence covering wide spectrum ofopportunities including residential, commercial, industrial and mixed use - These are expected to result in the existing equity capital of the Companybeing fully allocated shortly - Accordingly, the Company is giving consideration to further fund raising inorder to capitalise on the strong pipeline NAV per share 97.51 pence Quentin Spicer, Chairman of South African Property Opportunities plc, said: "Wehave made excellent progress in establishing ourselves within the South Africanreal estate market. We are currently the only listed overseas investment fundto our knowledge dedicated to the opportunities offered by this market. Theaccess to deal flow of the experienced team on the ground leaves the Boardconfident that we will be significantly ahead of the 18 month timetable for fullinvestment that we set out at IPO. In fact we expect the Company's existingcapital to be substantially invested in the short term." SOUTH AFRICAN PROPERTY OPPORTUNITIES PLC Consolidated Interim Report Period from 27 June 2006 (date of incorporation) to 31 December 2006 Chairman's Statement Introduction These are the Company's first set of interim results since it was admitted tothe AIM and CISX markets on 26 October 2006, having raised a total of £30million on IPO (£28.8 million net of expenses). The period on which we reportcovers a very short period during which the Company was active and thereforewarrants little comment at this stage. However, the main highlight for me isthe excellent progress the Company is making in investing its capital. Sincelaunch, we have announced five investments, totalling commitments of £9.6million, representing one third of the net issue proceeds of the IPO. TheCompany has a significant short-term pipeline under detailed investigation and,accordingly, we are confident that we will be significantly ahead of the 18month timetable for full investment that we set out at admission. In fact weexpect the Company's capital to be substantially invested in the very shortterm. We are therefore exploring with existing and new investors opportunitiesfor further fund raising. Financial Results During the period under review, the Company retained the funds raised (net ofexpenses) on deposit, split between Rands and Sterling. Approximately half ofthe initial placing moneys were converted into Rand at an average rate of 13.879(R203.3 million). Deposit interest earned averaged approximately 5 per cent. perannum on Sterling balances and 8 per cent. per annum on Rand balances. Whilst the first two investments (totalling approximately £2.5 million) had beenannounced prior to the period end, completion of those transactions had notoccurred at 31 December and, accordingly, the Company has not undertaken anyexternal valuations of the portfolio at that date. After management and administration fees and other expenses, the net profit forthe period was £133,000. The Company had no borrowings and, in line with itsdividend policy stated at the time of admission, the Board is not proposing aninterim dividend. Quentin Spicer Chairman 29 March 2007 Report of the Investment Manager South African Property Opportunities plc is, to the best of our knowledge, thefirst quoted overseas property company focusing solely on opportunities in theSouth African real estate market. The Company's investment policy is to achieveprimarily capital growth from an opportunistic portfolio of real estate assetsacross the commercial, industrial and residential sectors in South Africa. The Company's strategy is to target opportunities that will benefit from activemanagement and from the drivers behind South Africa's strong economic growth,particularly meeting the demands of increased urbanisation and associatedinfrastructure requirement as well as the spending power of the country'srapidly emerging black middle class. Since launch, the Company has announced the following transactions: R20.0 million (£1.4 million) investment in Imbonini Services Park, Ballito,KwaZulu Natal. This development is a joint venture with local developers inwhich SAPRO has a 50 per cent. interest. The joint venture vehicle has acquireda 36 hectare site located close to the fast growing residential and leisure nodeof Ballito, just north of Durban. The site will be developed for lightindustrial use and the reception to a pre-marketing exercise of this phase hasbeen encouraging. In addition, SAPRO also has an opportunity to invest in asecond phase project on an adjacent 77.5 hectare site. We are currentlyundertaking a feasibility study on this project. R15.0 million (£1.1 million) investment in Clayville Industrial Park, Gauteng.This development comprises a 49 hectare site located north of the Johannesburginternational airport. It is intended to service the land for industrial use. R84.0 million (£6.1 million) investment in Culverwell Industrial Park, East RandGauteng. This is the largest investment to date and an important strategicproperty investment for the Company comprising a 42 hectare prominent industrialsite with 150,000 sqm of gross lettable area. It is situated to the south eastof Johannesburg's Central Business District adjacent to the main N3 highwayrunning between Johannesburg and the port at Durban. The development is a jointventure with two partners, one a local contractor and the other a South Africanlisted property fund. SAPRO has a 75 per cent. interest in the developmentvehicle. The joint venture partners plan to service the site and buildwarehouses and distribution facilities for industrial users. R5.7 million (£0.4 million) investment in North Rand Industrial Park, East RandGauteng. This development is an existing project in which Richard Currie and EdRaubenheimer (directors of Proteus Property Advisors (Pty) Limited, the SouthAfrican investment adviser to SAPRO's investment manager) have an interestalongside a local contractor and a South African listed property fund. SAPROwill subscribe for a 30% interest in the development vehicle. The developmentcomprises a sectional title mini unit development totalling 20,000 squaremetres. SAPRO has committed to this transaction, save that there remains onecondition to be satisfied by the seller (a deceased person's estate) relating tothe perfection of title to the land. Should this condition not be satisfied, thejoint venture (and accordingly SAPRO) will be released from its commitment andthe transaction will not proceed. R7.7 million (£0.6 million) investment in Waltloo Industrial Park, Pretoria.This development is a joint venture with a local contractor and SAPRO has a 50%interest in the development vehicle. The development comprises both sectionaltitle mini units and freehold stand alone units. Whilst our early investments have been focused on the industrial sector, with aview to capitalising on the boom in construction and infrastructure spend inSouth Africa (and the shortage of proclaimed industrial land) as we predictedwhen raising funds for the Company last year, we have a wide spectrum ofopportunities under detailed investigation including residential, commercial,industrial and mixed-use. This should enable us to build an exciting portfoliowhich benefits from the continuing strength of South Africa's macro-economics aswell as the dynamics of the market leading to massively increasing urbanisationas well as personal wealth, particularly at the lower end of the market. Weremain confident in the return profile for the Company that we projected at thetime of launch. Investment Process We are pleased to report that, despite the many opportunities which are comingacross our paths, we have maintained a highly disciplined approach to theinvestment process. We have been working hard to put in place the properinvestment structures and disciplines required for successful investment inSouth Africa from overseas and we are pleased to have obtained South AfricanExchange Control approval both for the overall structure used and for theindividual transactions undertaken. There has been extremely useful contribution from the non-executive team at alllevels and the executive team has benefited particularly from their wise counselto date. Outlook The economic outlook remains solid. Strong investment growth has raised SouthAfrica's productive capacity, with GDP growth of 4.5% expected in 2007 and 4.7%in 2008, supported on the demand side by a 5.5% growth in consumer spending and9% growth in real investment. Meanwhile the deficit is expected to beadequately financed by capital inflows, which should support the Rand.Inflation is forecast to increase to just over 6% in the first quarter, beforeeasing below 5% in the second half of the year and interest rates should followsuit, rising a little further before declining from next year. The favourableeconomic conditions are exerting upward pressures on construction costs.However, the strategic relationships we have undertaken with local contractors(including in some cases directly joint venturing with contractors) will enableus to manage these cost increases. This continued growth and previousunder-development continue to play through the market. A shortage of proclaimedindustrial land and the boom in infrastructure and construction spend continuesto drive strong growth in the industrial sector and the industrial andcommercial sectors are likely to be our focus for the remainder of 2007. On theresidential side, we are cautious about high density, high value productparticularly in Johannesburg's wealthier northern suburbs. However, the lowerto mid market residential remains strong, as well as demand for product close tocentral business areas. We believe we are establishing an excellent portfolio of assets and we are fastestablishing ourselves as a significant player in the market. We are keen tomake the most of the pipeline of opportunity available to us. Should theCompany be in a position to secure more funds for investment, we believe theCompany would be in an excellent position to invest such funds prudently and ina comparatively short timeframe. Proteus Property Partners Limited Investment Manager 29 March 2007 Unaudited Consolidated Income Statement Note For the period from 27 June 2006 (date of incorporation) to 31 December 2006 £'000 Net rent and related income - Investment Manager's fees 6.2 (110)Audit and professional fees 7.9 (4)Other expenses 7 (59)Administrative expenses (173) Net operating loss before net financing income (173) Financial income 308Financial expenses (2)Net financing income 306 Profit before tax 133 Share of profit of associates - Income tax expense - Retained profit for the period 133 Basic and diluted earnings per share (£) 0.0044 Unaudited Consolidated Balance Sheet Note At 31 December 2006 £'000 Investments in associates 8 72Total non-current assets 72 Inventories 52Trade and other receivables 9 2,017Cash and cash equivalents 27,248Total current assets 29,265Total assets 29,337 Issued share capital 300Share premium 28,759Retained earnings 133Other reserves 62Total equity 29,254 Interest-bearing loans and borrowings -Total non-current liabilities - Trade and other payables 83Total current liabilities 83Total liabilities 83Total equity & liabilities 29,337 Unaudited Company Balance Sheet Note At 31 December 2006 £'000 Investment in subsidiaries 3 - Total non-current assets Intragroup balances 2,079Trade and other receivables 21Cash and cash equivalents 27,248Total current assets 29,348Total assets 29,348 Issued share capital 300Share premium 28,759Retained earnings 62Other reserves 144Total equity 29,265 Interest-bearing loans and borrowings -Total non-current liabilities - Trade and other payables 83Total current liabilities 83Total liabilities 83Total equity & liabilities 29,348 The profit earned by the Company for the period ended 31 December 2006 was£143,802. Unaudited Consolidated Statement of Changes in Equity Share capital Share premium Retained earnings Other reserves Total £'000 £'000 £'000 £'000 £'000 Balance at 27 June 2006 - - - - -Shares issued in the 300 29,700 - - 30,000periodForeign exchange - - - 62 62translation differencesShare issue expenses - (941) - - (941)Retained profit for the - - 133 - 133periodBalance at 31 December 300 28,759 133 62 29,2542006 Unaudited Consolidated Cash Flow Statement Note For the period from 27 June 2006 (date of incorporation) to 31 December 2006 £'000 Operating activitiesGroup profit for the period 133Adjustments for: Investment income (308) Investment expense 2Operating loss before changes in working capital (173) (Increase)/Decrease in trade and other receivables 41Increase/(Decrease) in trade and other payables 83 Cash used in operations (49)Interest paid (2)Interest received 308Cash flows used in operating activities 257 Investing activitiesAcquisition of associates net of cash acquired (72)Loans to associates (134)Staged payments relating to property acquisitions (1,862)Cash flows used in investing activities (2,068) Financing activitiesProceeds from the issue of ordinary share capital 30,000Share issue expenses (941)Cash flows generated from financing activities 29,059 Net (decrease)/increase in cash and cash equivalents 27,248Cash and cash equivalents at beginning of period -Cash and cash equivalents at end of period 27,248 Notes to the Consolidated Financial Statements 1 General information South African Property Opportunities plc (the "Company") was incorporated andregistered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004on 27 June 2006 as a public company with registered number 117001C. Pursuant to a prospectus dated 20 October 2006 there was an original placing ofup to 50,000,000 Ordinary Shares. Following the close of the placing on 26October 2006 30,000,000 Shares were issued. The Shares of the Company were admitted to trading on the AIM market of theLondon Stock Exchange on 26 October 2006 when dealings also commenced. The Company's agents and the Manager perform all day-to-day functions.Accordingly, the Company itself has no employees. Duration In accordance with the Company's Articles of Association, Shareholders will begiven the opportunity to vote on the life of the Company after approximately 7years. At the annual general meeting of the Company to be held in 2013, the Directorsare obligated to propose an ordinary resolution that the Company continues inexistence. If the resolution is passed then it shall be proposed at every thirdannual general meeting thereafter. If the resolution is not passed then theDirectors shall, within 3 months after the date of the resolution, put forwardproposals to shareholders to the effect that the Company be wound up,liquidated, reorganised or unitised. Financial Year End The financial year end of the Company is 30 June in each year. The firstaccounting period of the Company will run until 30 June 2007. This interim report of the Company for the period ended 31 December 2006 relatesto the Company and its subsidiaries (together referred to as the "Group"). This interim report was compiled by the Administrator and Registrar andauthorised for issue by the Directors on 29 March 2007. 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of theseconsolidated financial statements are set out below. 2.1 Basis of presentation These financial statements have been prepared in accordance with InternationalFinancial Reporting Standards promulgated by the International AccountingStandards Board ("IFRS"). Management has concluded that the report fairlyrepresents the entity's financial position, financial performance and cashflows. 2.2 Foreign currency translation South African Rand is the currency of the primary economic environment in whichthe entity operates ("The functional currency"). Pounds Sterling is the currency in which the annual results are presented ("Thepresentational currency"). Monetary assets and liabilities denominated in foreign currencies as at the dateof these financial statements are translated to South African Rand at exchangerates prevailing on that date (31 December 2006: ZAR:GBP 13.82186). Expenses aretranslated into South African Rand based on exchange rates on the date of thetransaction. All resulting exchange differences are recognised in the incomestatement. Notes to the Consolidated Financial Statements continued The accounts are presented in Pounds Sterling by translating the assets andliabilities at the exchange rate prevailing on the balance sheet date. Items ofrevenue and expense are translated at exchange rates on the date of the relevanttransactions. Components of equity are translated at the date of the relevanttransaction and not retranslated. All resulting exchange differences arerecognised in equity. 2.3 Goodwill Goodwill represents the excess of the cost of an acquisition over the fair valueof the Group's share of the net identifiable assets of the acquired subsidiaryat the date of acquisition. Separately recognised goodwill is tested annuallyfor impairment and carried at cost less accumulated impairment losses.Impairment losses on goodwill are not reversed. Gains and losses on the disposalof an entity include the carrying amount of goodwill relating to the entitysold. 2.4 Investment property Investment properties are those which are held either to earn rental income orfor capital appreciation or both. Investment properties are stated at fairvalue. Any gain or loss arising from a change in fair value is recognised in theincome statement. The Directors will appoint one or more internationally recognised firms ofsurveyors as property valuers, who will value the property portfolio and otherproperty related investments semi-annually. 2.5 Deposit interest Deposit interest is accounted for on an accruals basis. 2.6 Cash and cash equivalents Cash and cash equivalents comprise cash deposited with banks and bank overdraftsrepayable on demand. 2.7 Revenue and expense recognition Interest income is recognised in the financial statements on an accruals basis.Dividend income is recorded when declared. Rental income from investment property leased out under operating lease isrecognised in the income statement on a straight-line basis over the term of thelease. Expenses are accounted for on an accrual basis. Expenses are charged to theincome statement except for expenses incurred on the acquisition of aninvestment property which are included within the cost of that investment.Expenses arising on the disposal of an investment property are deducted from thedisposal proceeds. 2.8 Basis of consolidation Subsidiaries Subsidiaries are those enterprises controlled by the Company. Control existswhere the Company has the power, directly or indirectly, to govern the financialand operating policies of an enterprise so as to obtain benefits from itsactivities. The financial statements of subsidiaries are included in theconsolidated financial statements from the date that control effectivelycommences until the date that control effectively ceases. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised gains arising fromintra-group transactions, are eliminated in preparing the consolidated financialstatements. Notes to the Consolidated Financial Statements continued Associates Associates are all entities over which the Company has significant influence butnot control, generally accompanying a shareholding of between 20% and 50% of thevoting rights. Investments in associates are accounted for using the equitymethod of accounting and are initially recognised at cost. The Company'sinvestment in associates includes goodwill (net of accumulated impairment loss)identified on acquisition. The Company's share of its associates' post-acquisition profits or losses isrecognised in the income statement, and its share of post-acquisition movementsin reserves is recognised in reserves. The cumulative post-acquisition movementsare adjusted against the carrying amount of the investment. When the Company'sshare of losses in an associate equals or exceeds its interest in the associate,including any other unsecured receivables, the Company does not recognisefurther losses, unless it has incurred obligations or made payments on behalf ofthe associate. Unrealised gains on transactions between the Company and its associates areeliminated to the extent of the Company's interest in the associates. Unrealisedlosses are also eliminated unless the transaction provides evidence of animpairment of the asset transferred. Accounting policies have been changed wherenecessary to ensure consistency with the policies adopted by the Company. 2.9 Dividends Dividends are recognised as a liability in the period in which they are declaredand approved. There was no interim dividend declared as at 31 December 2006. 2.10 Trade and other receivables Trade and other receivables are stated at their cost. 2.11 Trade and other payables Trade and other payables are stated at their cost. 3 The Subsidiaries During the period and for efficient portfolio management purposes, the Companyestablished the following subsidiary companies:- Country of Percentage of incorporation shares held Arrow Creek Investments 73 (Pty) Limited South Africa 100%Mistrael Projects (Pty) Limited South Africa 100%Pacific Eagle Properties 91 (Pty) Limited South Africa 100%Madison Park Properties 33 (Pty) Limited South Africa 100%Madison Park Properties 36 (Pty) Limited South Africa 100%Madison Park Properties 40 (Pty) Limited South Africa 100%Royal Albatross Properties 313 (Pty) Limited South Africa 100%Crimson King Properties 378 (Pty) Limited South Africa 100% 4 Segment Reporting The company has one segment focusing on achieving capital growth throughinvesting in the property market in South Africa. No additional disclosure isincluded in relation to segment reporting, as the Company's activities arelimited to one business and geographic segment. Notes to the Consolidated Financial Statements continued 5 Net Asset Value per Share The net asset value per share as at 31 December 2006 is £0.9751 based on30,000,000 ordinary shares in issue as at that date. 6 Related Party Transactions 6.1 Directors of the Company Save for Brian Myerson's interest as a director of the Investment Manager, nodirector had any interest during the period in any material contract for theprovision of services which was significant to the business of the Company. 6.2 Investment Manager fees Annual fees The Investment Manager receives a management fee of 2% per annum of the netasset value of the Company from Admission, payable quarterly in advance. The Manager is also entitled to recharge to the Company all and any costs anddisbursements reasonably incurred by it in the performance of its dutiesincluding costs of travel save to the extent that such costs are staff costs orother internal costs of the Investment Manager. Accordingly, the Company isresponsible for paying all the fees and expenses of all valuers, surveyors,legal advisers and other external advisers to the Company in connection with anyinvestments made on its behalf. All amounts payable to the Investment Managerby the Company are paid together with any value added tax, if applicable. Annual management fees payable for the period ended 31 December 2006 amounted to£110,137. Performance fees The Investment Manager is entitled to a performance fee which is payable byreference to the increase in net asset value per Ordinary Share. The InvestmentManager will become entitled to a performance fee in respect of the period fromAdmission to 30 June 2009 and any subsequent financial period at the end ofwhich the net asset vale per Ordinary Share is above the performance fee hurdle.The performance fee test for the period ending 30 June 2009 is 100p per OrdinaryShare increased at a rate of 12 per cent. per annum, on an annual compoundingbasis up to the end of the period but adjusted so as to exclude any dividendspaid during the period. If the performance test is passed the performance fee payable will be an amountequal to 20 per cent. of the amount of the increase in the net asset value perOrdinary Share, multiplied by the time weighted average of the number ofOrdinary Shares in issue since inception or (if later) the end of the lastfinancial period by reference to which a performance fee was earned. Performance fees payable for the period ended 31 December 2006 amounted to £Nil. 7 Charges and Fees 7.1 Placing agent In accordance with the terms of the Placing, the Placing Agent was to receivefrom the Company commission equal to 2% of the aggregate value of the amountraised by the Placing, together with a corporate finance fee of 0.5% of theaggregate value of the Placing. Placing fees payable by the Company during the period ended 31 December 2006amounted to £600,000. This amount has been charged to equity as a share issueexpense. Notes to the Consolidated Financial Statements continued 7.2 Nominated Adviser and Broker fees As Nominated Adviser and Broker to the Company for the purposes of the AIMRules, the Nominated Adviser and Broker receives a Nominated Adviser fee of£15,000 per annum and a Broker fee of £15,000 per annum, both fees payablehalf-yearly in advance. Advisory fees payable to the Nominated Adviser and Broker payable for the periodended 31 December 2006 amounted to £7,012. 7.3 Custodian fees The Custodian receives an annual minimum fee of £5,000, payable quarterly inarrears. The Custodian expects to review and, subject to written agreement between theCompany and the Custodian, may amend the foregoing fees six months afterAdmission and annually thereafter. Custodian fees payable for the period ended 31 December 2006 amounted to £995. 7.4 Administrator and Registrar fees The Administrator receives a fee of 10 basis points of the net assets of theCompany between £0 and £50 million; 8.5 basis points per annum of the net assetsof the company between £50 and £100 million and 7 basis points per annum of thenet assets of the Company in excess of £100 million, subject to a minimummonthly fee of £3,750 and a maximum monthly fee of £10,000 payable quarterly inarrears. The Administrator assists in the preparation of the financial statements of theCompany for which it receives a fee of £1,750 per set. The Administrator provides general secretarial services to the Company for whichit receives a minimum annual fee of £5,000. Additional fees based on time andcharges, will apply where the number of Board meetings exceeds four per annum.For attendance at meetings not held in the Isle of Man, an attendance fee of£350 per day or part thereof will be charged. The Administrator may utilise the services of a CREST accredited registrar forthe purposes of settling share transactions through CREST. The cost of thisservice will be borne by the Company. It is anticipated that the cost will bein the region of £6,000 per annum subject to the number of CREST settledtransactions undertaken. The Administrator expects to review and, subject to written agreement betweenthe Company and the Administrator, may amend the foregoing fees six months afterAdmission and annually thereafter. Administration fees payable for the period ended 31 December 2006 amounted to£11,696. 7.5 Offshore Registrar fees The Offshore Registrar receives an annual registration fee from the Company of£2 per shareholder account, subject to an annual minimum charge of £5,500. Offshore Registrar fees payable for the period ended 31 December 2006 amountedto £1,094. 7.6 Sponsor fees The Sponsor receives a fee for the listing of the shares on the Channel IslandsStock Exchange. The Sponsor is paid a fee of £6,000 for the initial listing, anannual fee of £1,750 and a fee determined by reference to the number of hoursspent on the work undertaken by the Sponsor by reference to its standard hourlycharging rate. Sponsor fees payable for the period ended 31 December 2006 amounted to £6,348. Notes to the Consolidated Financial Statements continued 7.7 Strategic Adviser fees The Strategic Adviser receives a fee for its services of £40,000 per annum. Strategic adviser fees payable for the period ended 31 December 2006 amounted to£5,492. 7.8 Preliminary (formation) expenses The estimated total costs and expenses payable by the Company in connection withthe Placing and Admission (including professional fees, the costs of printingand the other fees payable including commission payable to the Placing Agent)was approximated to equal 3% of the gross amount raised based on the Placingbeing fully subscribed. The actual total amount of preliminary expenses paidwas £941,262 representing 3.14% of the gross amount raised. 7.9 Audit fees Audit fees payable for the period ended 31 December 2006 amounted to £3,978. 8 Investments in Associates 31 December 2006 £'000 Beginning of the period -Acquisition of associates 72Share of profit of associate -End of the period 72 Investments in associates at 31 December 2006 include goodwill of £72,349. The Group's share of the results of its principal associates, all of which areunlisted, and its share of the assets (including goodwill and liabilities) areas follows: Name Country of Assets Liabilities Revenues Profit/(Loss) % interest held incorporation Imbonini Park (Pty) South Africa 155 83 - - 50%Limited 9 Trade and Other Receivables Trade and other receivables include £1,862,134 of cash deposits with notariesawaiting the completion of property acquisitions and £133,846 of loans toassociates (bearing interest at 15% per annum and due to be repaid within twoyears). 10 Directors' Remuneration The Company The maximum amount of remuneration payable to the Directors permitted under theArticles of Association is £200,000 p.a. The Directors are each entitled toreceive reimbursement of any expenses incurred in relation to their appointment. Total fees and expenses paid to the Directors for the period ended 31 December2006 amounted to £18,250. 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