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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| South African Property Opportunities | LSE:SAPO | London | Ordinary Share | GB00B16GQJ90 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.95 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMSAPO
RNS Number : 8014A
South African Property Opps PLC
29 March 2017
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 (GBP3.71 million). Of this ZAR 25 million (GBP1.49 million) had already been received with the remainder due in February (ZAR 11 million (GBP0.70 million)) and June 2017 (ZAR 24 million (GBP1.52 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
Hot Features
Premium
(Unaudited) (Unaudited)
Period from 1 July 2016 to 31 Period from 1 July 2015 to 31
December 2016 December 2015
Note GBP'000 GBP'000
------------------------------------ ----- ----------------------------------- ------------------------------------
Revenue - rental income 9 14
Revenue - sale of inventory - 154
------------------------------------ ----- ----------------------------------- ------------------------------------
Total revenue 9 168
Cost of sales 4 (29) (119)
------------------------------------ ----- ----------------------------------- ------------------------------------
Gross (loss)/profit (20) 49
Investment management fees 5 (100) (100)
Performance fees 5 (53) (75)
Other administration fees and
expenses 6 (268) (324)
Directors incentive payments 6 - (62)
Administrative expenses (421) (561)
------------------------------------ ----- ----------------------------------- ------------------------------------
Operating loss (441) (512)
Finance income 4 4
Foreign exchange gain/(loss) 3,450 (4,139)
Net finance income/(expense) 3,454 (4,135)
------------------------------------ ----- ----------------------------------- ------------------------------------
Profit on disposal of subsidiary
undertakings 20 2,162 1,764
Profit/(loss) before income tax 5,175 (2,883)
Income tax expense 7 - -
------------------------------------ ----- ----------------------------------- ------------------------------------
Profit/(loss) for the period 5,175 (2,883)
------------------------------------ ----- ----------------------------------- ------------------------------------
Attributable to:
- Owners of the Parent 5,180 (2,882)
- Non-controlling interests (5) (1)
------------------------------------ ----- ----------------------------------- ------------------------------------
5,175 (2,883)
------------------------------------ ----- ----------------------------------- ------------------------------------
Basic and diluted profit/(loss) per
share (pence) for profit/(loss)
attributable to the owners
of the Parent during the period 8 8.32 (4.63)
------------------------------------ ----- ----------------------------------- ------------------------------------
Consolidated Statement of Comprehensive Income
(Unaudited) (Unaudited)
Period from 1 July 2016 to 31 Period from 1 July 2015 to 31
December 2016 December 2015
Note GBP'000 GBP'000
------------------------------------ ------ ----------------------------------- -----------------------------------
Profit/(loss) for the period 5,175 (2,883)
Other comprehensive
(expense)/income
Items reclassified to profit and
loss
Accumulated foreign exchange differences
arising on subsidiary operations
reclassified from
equity to profit and loss (2,196) (1,743)
Items that may subsequently be
reclassified to profit and loss
Currency translation differences (2,719) 2,539
-------------------------------------------- ----------------------------------- -----------------------------------
Other comprehensive (expense)/income for
the period (4,915) 796
Total comprehensive income/(expense) for
the period 260 (2,087)
-------------------------------------------- ----------------------------------- -----------------------------------
Total comprehensive
income/(expense) attributable to:
- Owners of the Parent 437 (2,231)
- Non-controlling interests (177) 144
-------------------------------------------- ----------------------------------- -----------------------------------
260 (2,087)
------------------------------------------- ----------------------------------- -----------------------------------
Consolidated Balance Sheet
(Unaudited) (Audited)
As at 31 December 2016 As at 30 June 2016
Note GBP'000 GBP'000
------------------------------------------------------------ ----- ------------------------ --------------------
Assets
Current assets
Inventories 9 - 3,187
Trade and other receivables 10 2,100 2,552
Cash and cash equivalents 11 5,547 1,788
------------------------------------------------------------ ----- ------------------------ --------------------
Total current assets 7,647 7,527
------------------------------------------------------------ ----- ------------------------ --------------------
Total assets 7,647 7,527
------------------------------------------------------------ ----- ------------------------ --------------------
Equity
Capital and reserves attributable to owners of the Parent:
Issued share capital 12 623 623
Foreign currency translation reserve 13 4 4,747
Retained earnings 13 6,819 1,639
------------------------------------------------------------ ----- ------------------------ --------------------
7,446 7,009
Non-controlling interests 15 - (1,035)
Total equity 7,446 5,974
------------------------------------------------------------ ----- ------------------------ --------------------
Liabilities
Current liabilities
Loans from third parties 16 - 1,280
Trade and other payables 17 201 273
Total current liabilities 201 1,553
------------------------------------------------------------ ----- ------------------------ --------------------
Total liabilities 201 1,553
------------------------------------------------------------ ----- ------------------------ --------------------
Total equity and liabilities 7,647 7,527
------------------------------------------------------------ ----- ------------------------ --------------------
Consolidated Statement of Changes in Equity
Attributable to owners of the Parent
----------------------------------------------------------------
Share capital Foreign currency Retained Total Non-controlling Total
translation earnings/(deficit) interests
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Balance at 1 July
2015 623 6,246 6,518 13,387 (835) 12,552
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Comprehensive
income
Loss for the
period - - (2,882) (2,882) (1) (2,883)
Other
comprehensive
expense
Accumulated
foreign exchange
differences
arising on
subsidiary
operations
reclassified
from
equity to profit
and loss - (1,743) - (1,743) - (1,743)
Foreign exchange
translation
differences - 2,394 - 2,394 145 2,539
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Total
comprehensive
expense for the
period - 651 (2,882) (2,231) 144 (2,087)
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Transactions with
owners
Distributions
paid - - (3,115) (3,115) - (3,115)
Total
transactions
with owners - - (3,115) (3,115) - (3,115)
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Balance at 31
December 2015 623 6,897 521 8,041 (691) 7,350
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Balance at 1 July
2016 623 4,747 1,639 7,009 (1,035) 5,974
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Comprehensive
income
Profit for the
period - - 5,180 5,180 (5) 5,175
Other
comprehensive
expense
Accumulated
foreign exchange
differences
arising on
subsidiary
operations
reclassified
from
equity to profit
and loss - (2,196) - (2,196) - (2,196)
Foreign exchange
translation
differences - (2,547) - (2,547) (172) (2,719)
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Total
comprehensive
expense for the
period - (4,743) 5,180 437 (177) 260
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Transactions with
owners
Sale of
subsidiary (note
20) - - - - 1,212 1,212
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Total
transactions
with owners - - - - 1,212 1,212
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Balance at 31
December 2016 623 4 6,819 7,446 - 7,446
------------------ -------------- ----------------- ------------------- -------- ------------------ --------
Consolidated Cash Flow Statement
(Unaudited) (Unaudited)
Period from 1 July 2016 to 31 Period from 1 July 2015 to 31
December 2016 December 2015
Note GBP'000 GBP'000
------------------------------------ ----- ----------------------------------- ------------------------------------
Cash flows from operating
activities
Profit/(loss) for the period before
tax 5,175 (2,883)
Adjustments for:
Interest income (4) (4)
Profit on sale of subsidiary (2,162) (1,764)
Foreign exchange (gain)/ loss (3,450) 4,139
Operating loss before changes in
working capital (441) (512)
Decrease in inventory - 87
(Increase)/decrease in trade and
other receivables (6) 724
Increase in trade and other
payables 9 86
------------------------------------ ----- ----------------------------------- ------------------------------------
Cash (used in)/generated from
operations (438) 385
Interest received 4 4 Net cash (used in)/generated from operating activities (434) 389 ------------------------------------ ----- ----------------------------------- ------------------------------------ Cash flows from investing activities Net cash on disposal of subsidiaries (notes 10 & 20) 4,134 1,441 Movement in cash restricted by bank guarantees - (1) ------------------------------------ ----- ----------------------------------- Net cash generated from investing activities 4,134 1,440 ------------------------------------ ----- ----------------------------------- ------------------------------------ Cash flows from financing activities Repayment of loans from third - - parties Distributions paid - (3,115) ------------------------------------ ----- ----------------------------------- ------------------------------------ Net cash used in financing activities - (3,115) ------------------------------------ ----- ----------------------------------- ------------------------------------ Net increase/(decrease) in cash and cash equivalents 3,700 (1,286) Cash and cash equivalents at beginning of the period 1,788 3,096 Foreign exchange losses on cash and cash equivalents 59 (173) ------------------------------------ ----- ----------------------------------- ------------------------------------ Cash and cash equivalents at end of the period 11 5,547 1,637 ------------------------------------ ----- ----------------------------------- ------------------------------------
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, GBP9,093 (31 December 2015: GBP68,415), arises in South Africa.
For the six months ended 31 December 2016 revenues of GBP6,832 (ZAR 122,110) and GBP2,261 (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: GBP154,511 (ZAR 3,217,528) attributable to the Imbonini development).
4 Cost of sales
Period ended Period ended
31 December 2016 31 December 2015
GBP'000 GBP'000
----------------------------------------------------------- ------------------ ------------------
Cost of inventory sold - 89
Property expenses 28 32
----------------------------------------------------------- ------------------ ------------------
28 121
Impairment/(reversal of impairment) of inventory (note 9) 1 (2)
Total cost of sales 29 119
----------------------------------------------------------- ------------------ ------------------
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 GBP175,000 per annum (excluding VAT). Management fees for the period ended 31 December 2016 paid to Bridgehead amounted to GBP99,750 (31 December 2015: GBP99,750).
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 GBP53,318 (ZAR 900,000) (31 December 2015: GBP74,954 (ZAR 1,546,440)).
6 Other administration fees and expenses
Period ended Period ended
31 December 2016 31 December 2015
GBP'000 GBP'000
---------------------------------- ------------------ ------------------
Directors' remuneration and fees 76 76
Other expenses 192 248
---------------------------------- ------------------ ------------------
Administration fees and expenses 268 324
---------------------------------- ------------------ ------------------
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 GBP200,000 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 GBP40,000, Stephen Coe was entitled to an annual fee of GBP35,000 and David Saville was entitled to an annual fee of GBP15,000.
Executive Directors' fees
John Chapman was entitled to an annual basic salary of GBP30,000 and Craig McMurray was entitled to an annual basic salary of GBP20,000. 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 GBPnil (31 December 2015 GBP62,293).
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 GBP75,729 (31 December 2015: GBP75,682) and was split as below. Directors' insurance cover amounted to GBP7,196 (31 December 2015: GBP8,051).
Period ended 31 December 2016 Period ended 31 December 2015
Basic fee/salary Incentive fees Total Basic fee/salary Incentive fees Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- ----------------- --------------- -------- ----------------- --------------- --------
David Hunter 24 - 24 24 - 24
David Saville 9 - 9 9 - 9
Stephen Coe 18 - 18 18 - 18
51 - 51 51 - 51
---------------- ----------------- --------------- -------- ----------------- --------------- --------
John Chapman 15 - 15 15 15 30
Craig McMurray 10 - 10 10 47 57
---------------- ----------------- --------------- -------- ----------------- --------------- --------
25 - 25 25 62 87
---------------- ----------------- --------------- -------- ----------------- --------------- --------
76 - 76 76 62 138
---------------- ----------------- --------------- -------- ----------------- --------------- --------
7 Income tax expense
Period ended Period ended
31 December 2016 31 December 2015
GBP'000 GBP'000
------------ ------------------ ------------------
Current tax - -
------------ ------------------ ------------------
The tax on the Group's profit before tax is higher than the standard rate of income tax in the Isle of Man of zero per cent. The differences are explained below:
Period ended Period ended
31 December 2016 31 December 2015
GBP'000 GBP'000
------------------------------------------------------------------------- ------------------ ------------------
Profit/(loss) before tax 5,175 (2,883)
------------------------------------------------------------------------- ------------------ ------------------
Tax calculated at domestic tax rates applicable in the Isle of Man (0%) - -
Effect of higher tax rates in South Africa (28%) - -
------------------------------------------------------------------------- ------------------ ------------------
Tax expense - -
------------------------------------------------------------------------- ------------------ ------------------
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.
Period ended Period ended
31 December 2016 31 December 2015
----------------------------------------------------------------------- ------------------ ------------------
Profit/(loss) attributable to equity holders of the Company (GBP'000) 5,180 (2,882)
Weighted average number of shares in issue (thousands) 62,293 62,293
----------------------------------------------------------------------- ------------------ ------------------
Basic profit/(loss) per share (pence per share) 8.32 (4.63)
----------------------------------------------------------------------- ------------------ ------------------
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
31 December 2016 30 June 2016
GBP'000 GBP'000
--------------------------------------------- ----------------- -------------
Start of the period/year 3,187 5,642
Costs capitalised 1 3
Impairment (1) (1,890)
Cost of inventory sold - (211)
Disposal via sale of subsidiaries (note 20) (3,716) -
Exchange differences 529 (357)
-----------------
End of the period/year - 3,187
--------------------------------------------- ----------------- -------------
During the period, the Group capitalised costs of GBP902 (ZAR 16,119) (30 June 2016: GBP3,117 (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 GBP3,187,027 (ZAR 62,727,698). Net realisable value was determined by the sale contract less estimated selling expenses.
10 Trade and other receivables
31 December 2016 30 June 2016
GBP'000 GBP'000
---------------------------------------------------- ----------------- -------------
Prepayments 23 18
VAT receivable 4 20
Trade receivables - 15
Proceeds due from sale of subsidiaries (note 20) * 2,073 2,490
Other receivables - 9
---------------------------------------------------- ----------------- -------------
Trade and other receivables 2,100 2,552
---------------------------------------------------- ----------------- -------------
* the comparative balance relates to the sale of the Emberton development where one final amount of ZAR 9,000,000 (GBP0.48 million) was received in August 2016 and the sale of the African Renaissance development where one final amount of ZAR 40,000,000 (GBP2.38 million) was received in December 2016.
The fair value of trade and other receivables approximates their carrying value.
11 Cash and cash equivalents
31 December 2016 30 June 2016
GBP'000 GBP'000
--------------------------- ----------------- -------------
Bank balances 5,547 1,788
Bank deposit balances - -
--------------------------- ----------------- -------------
Cash and cash equivalents 5,547 1,788
--------------------------- ----------------- -------------
12 Share capital
Ordinary Shares of 1p each As at 31 December 2016 & 30 June 2016 As at 31 December 2016 & 30 June 2016
Number GBP'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.
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:
Reserve Description and purpose
Foreign currency translation reserve Gains/losses arising on retranslating the net assets of overseas operations
into the presentation
currency.
Retained earnings All other net gains and losses and transactions with owners (e.g.dividends)
not recognised
elsewhere
14 Net asset value ("NAV") per share
31 December 2016 30 June 2016
-------------------------------------------------------------------- ----------------- -------------
Net assets attributable to equity holders of the Company (GBP'000) 7,446 7,009
Shares in issue (in thousands) 62,293 62,293
-------------------------------------------------------------------- ----------------- -------------
NAV per share (GBP) 0.12 0.11
-------------------------------------------------------------------- ----------------- -------------
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).
EPRA NAV 31 December 2016 30 June 2016
-------------------------------------------------------------------- ----------------- -------------
Net assets attributable to equity holders of the Company (GBP'000) 7,297 6,869
Shares in issue (in thousands) 62,293 62,293
-------------------------------------------------------------------- ----------------- -------------
EPRA NAV per share (GBP) 0.12 0.11
-------------------------------------------------------------------- ----------------- -------------
15 Non-controlling interests
Subsidiary Country of Percentage of Profit/(loss) Accumulated NCI Dividends paid
incorporation shares held allocated to NCI 31 December 2016 to NCI period
period ended 31 ended 31
December 2016 December 2016
GBP'000 GBP'000 GBP'000
------------------- ------------------- ------------------ ----------------- ------------------ -----------------
Madison Park
Properties 40
(Pty) Limited South Africa 50% (5) - -
------------------- ------------------- ------------------ ----------------- ------------------ -----------------
The subsidiary received funding of ZAR 180,000 (GBP10,071) 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
31 December 2016 30 June 2016
GBP'000 GBP'000
------------------------------------------- ----------------- -------------
Start of the period/year 1,280 1,319
Disposal via sale of subsidiary (note 20) (1,492) -
Exchange differences 212 (39)
------------------------------------------- ----------------- -------------
End of the period/year - 1,280
------------------------------------------- ----------------- -------------
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
31 December 2016 30 June 2016
GBP'000 GBP'000
-------------------------- ----------------- -------------
Trade payables - 39
Management fees payable 17 -
Performance fees payable 89 37
Other payables 95 197
-------------------------- ----------------- -------------
Trade and other payables 201 273
-------------------------- ----------------- -------------
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:-
Development property Country of incorporation Percentage of shares held *
------------------------------------ ---------------------- -------------------------- ----------------------------
Crimson King Properties 378 (Pty)
Limited Gosforth Park 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 - 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 (GBP3,554,566). This resulted in a net gain on disposal of GBP2,161,755 as follows:
GBP'000
--------------------------------------------------------------------------------------------- ------------
Inventory (note 9) 3,716
Trade and other receivables 57
Cash and cash equivalents 212
Trade and other payables (116)
Intercompany loan (20,024)
Loans from third parties (note 16) (1,492)
--------------------------------------------------------------------------------------------- ------------
Total identifiable net liabilities (17,647)
Non-controlling interest 1,212
Intercompany loan 20,024
--------------------------------------------------------------------------------------------- ------------
Total interest 3,589
Consideration* (3,555)
--------------------------------------------------------------------------------------------- ------------
Loss on disposal 34
Accumulated foreign exchange differences arising on subsidiary operations reclassified from
equity to profit and loss (2,196)
--------------------------------------------------------------------------------------------- ------------
Net gain on disposal (2,162)
--------------------------------------------------------------------------------------------- ------------
* ZAR 25 million (GBP1.49 million) has been received, with the remaining ZAR 35 million (GBP2.07 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 (GBP1,777). 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 GBP4,516,229.
The payment of ZAR 11 million (GBP0.70 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EVLFLDXFXBBQ
(END) Dow Jones Newswires
March 29, 2017 02:00 ET (06:00 GMT)
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