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EMI
EMI
EMI - Emira - Reviewed Financial Results For The Year Ended 30 June 2007 and
distribution declaration
(A property fund created under the Emira Property Scheme,
registered in terms of the Collective Investment Schemes Control Act)
Share code: EMI & ISIN: ZAE000050712
("Emira" or "the Fund")
- Distributions per PI 82,35 cents annualised growth of 10,5%
- Net asset value per PI 1 148 cents an increase of 32,6%
- 12-month total return of 37,4%
Condensed income statement
Reviewed Audited
Year ended Year ended
30 June 2007 30 June 2006
R`000 R`000
Revenue 631 000 451 950
Operating lease rental income and 613 134 433 167
tenant recoveries
Allowance for future rental income 17 866 18 783
Property expenses (177 971) (137 778)
Management expenses (21 949) (15 259)
Administration expenses (22 641) (13 855)
Depreciation (9 966) (7 532)
Net income from property rental 398 473 277 526
operations
Net fair value gains on investment 1 506 339 661 154
properties
Change in fair value as a result of (17 866) (18 783)
straight-lining lease rental
Change in fair value as a result of (9 130) (2 890)
amortising upfront lease cost
Change in fair value as a result of 1 533 335 682 827
property appreciation in value
Profit on disposal of investment - 1 459
property
Maintenance fund expenses (2 018) (855)
Impairment of goodwill (328 364) -
Discount on BEE participatory (24 822) -
interests issued
IFRS 2 adjustment in respect of (67 526) -
share-based payment
Operating profit 1 482 082 939 284
Finance costs (23 457) (32 365)
Interest paid and amortised (65 901) (44 030)
borrowing costs
Unrealised gain on interest-rate 42 444 11 665
swaps
Investment income 4 495 1 417
Net profit for the year before 1 463 120 908 336
taxation
Taxation (116 520) -
Net profit for the year 1 346 600 908 336
Condensed balance sheet at 30 June 2007
Reviewed Audited
as at As at
30 June 2007 30 June 2006
R`000 R`000
ASSETS
Non-current assets
Investment properties 7 009 587 3 025 871
Allowance for future rental 110 589 51 452
escalations
Unamortised upfront lease costs 24 066 14 936
7 144 242 3 092 259
Current assets
Investment properties held for sale 170 500 -
Accounts receivable and prepayments 35 422 11 688
Derivative financial instruments 46 496 -
Cash 13 886 652
266 304 12 340
Total assets 7 410 546 3 104 599
Equity
Participatory interest holders` 5 606 951 2 483 265
capital
LIABILITIES
Non-current liabilities
Redeemable preference shares 90 000 -
Interest-bearing debt 1 197 050 458 330
Deferred taxation 259 483
1 546 533 458 330
CURRENT LIABILITIES
Short-term portion of long-term 9 238 3 224
interest-bearing debt
Accounts payable 143 865 50 531
Derivative financial instruments - 92
Distributions payable to participatory 103 959 109 157
interest holders
257 062 163 004
Total liabilities 1 713 595 621 334
Total equity and liabilities 7 410 546 3 104 599
Condensed statement of changes in equity for the year ended 30 June 2007
Participato Fair value Other
ry
interest reserve reserve
R`000 R`000 R`000
Balance at 1 July 2005 1 425 094 363 981 -
Net profit for the year - - -
Distribution to - - -
participatory interest
holders
Transfer to reserves - 695 096 -
Balance at 30 June 2006 1 425 094 1 059 077 -
Issue of participatory 1 994 881 - -
interests
Net profit for the year - - -
Distribution to - - -
participatory interest
holders
Transfer to reserves - 1 245 397 -
Discount on BEE 24 822 - (24 822)
participatory interests
issued
IFRS 2 adjustment in 67 526 - (67 526)
respect of share-based
payment
Taxation adjustment - (116 153)
Preference share - - -
dividends
Balance at 30 June 2007 3 512 323 2 188 321 (92 348)
Condensed statement of changes in equity for the year ended 30 June 2007
Retained
earnings Total
R`000 R`000
Balance at 1 July 2005 (469) 1 788 606
Net profit for the year 908 336 908 336
Distribution to (213 677) (213 677)
participatory interest
holders
Transfer to reserves (695 096) -
Balance at 30 June 2006 (906) 2 483 265
Issue of participatory - 1 994 881
interests
Net profit for the year 1 463 120 1 463 120
Distribution to (307 209) (307 209)
participatory interest
holders
Transfer to reserves (1 245 397) -
Discount on BEE 24 822 24 822
participatory interests
issued
IFRS 2 adjustment in 67 526 67 526
respect of share-based
payment
Taxation adjustment (367) (116 520)
Preference share (2 934) (2 934)
dividends
Balance at 30 June 2007 (1 345) 5 606 951
Condensed cash flow statement
Reviewed Audited
Year ended Year ended
30 June 2007 30 June 2006
R`000 R`000
Cash generated by rental operations 449 025 298 459
Net finance cost (60 968) (42 176)
Dividend paid (2 934) -
Taxation paid (367) -
Distribution to participatory (312 407) (204 675)
interest holders
Cash flow from operating activities 72 349 51 608
Acquisition of investment properties (915 934) (166 656)
Acquisition of furniture and (8 299) (6 497)
fittings
Proceeds on disposal of furniture - 745
and fittings
Proceeds on sale of investment 20 101 16 654
property
Acquisition of Freestone (1 360 477) -
Net cash utilised in investing (2 264 609) (155 754)
activities
Issue of participatory interests 1 994 881 -
Increase in borrowings 210 613 95 546
Net cash from financing activities 2 205 494 95 546
Net change in cash and cash 13 234 (8 600)
equivalents
Cash and cash equivalents at 652 9 252
beginning of year
Cash and cash equivalents at end of 13 886 652
year
Basis of Preparation and Accounting policies
The annual financial results have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and the Companies Act of
South Africa, 1973.
The preliminary financial statements have been prepared in accordance with IFRS,
specifically IAS 34, applicable to preliminary financial reporting and the
Companies Act of South Africa, 1973. The accounting policies used in the
preparation of these results are consistent with those used in the annual
financial statements for the year ended 30 June 2006.
Commentary
The Board of Directors of Strategic Real Estate Managers (Pty) Limited (STREM)
is pleased to announce a final distribution of 21,50 cents per Emira
participatory interest (PI) for the three months to 30 June 2007. Together with
the interim distribution of 40,1 cents per PI for the six months to 31 December
2006 and the special distribution of 20,75 cents for the three months to 31
March 2007, the total distribution per PI for the twelve-month period to 30 June
2007 amounts to 82,35 cents. This represents growth in distributions of 10,54%
on the comparable twelve-month period, which is an improvement on the prospects
commentary made at the interim stage.
Emira PI holders enjoyed a healthy total return of 37,4% during the twelve
months to 30 June 2007, comprising capital appreciation of 28,2% and an income
return of 9,2%. The percentage of total PIs in issue that traded in the period
equated to 39,4%.
The period under review was a particularly active one for Emira, the highlight
of which was the acquisition of property loan stock company Freestone Property
Holdings Limited (Freestone), which became effective on 1 April 2007. All but a
small minority of Freestone linked unitholders accepted Emira PIs in exchange
for their linked units, the result of which was that Emira`s market
capitalisation at
30 June 2007 stood at approximately R5,3 billion and Emira is currently the
seventh-largest South African listed property fund by market capitalisation,
with in excess of 2 200 shareholders. The Freestone property portfolio, three of
the Fund`s directors, as well as the staff complement have been successfully
integrated into Emira and its management structure, while the full extent of the
cost savings are expected to be realised within the coming financial year.
In addition, six high-quality buildings valued at R869 million were either
transferred or became income producing for Emira during the period. These
acquisitions were approved by PI holders at a general meeting on 22 August 2006,
which also saw 51,2 million new PIs issued to BEE parties in consideration for
the abovementioned purchases. Subsequent to the Freestone acquisition, 11,9% of
Emira`s PIs are held by BEE parties, which include: Tiso Group, Avuka
Investments, the Shalamuka Foundation, the RMBP Broad-based Empowerment Trust
and Ben van der Ross.
Results
The distribution per PI for the year amounted to 82,35 cents, representing year-
on-year growth of 10,54%.
Excluding the straight-line adjustments from future rental escalations, revenue
rose by 41,5% year-on-year. This was the result of the inclusion of the acquired
properties from the effective dates, as well as income from the Freestone
portfolio for the three months to 30 June 2007. Property expenses, when adjusted
for amortised upfront lease costs, rose by 33%, resulting in the ratio of
property expenses to revenue declining from 32,5% in the previous financial year
to 30,5%.
The substantial increase in Emira`s PI price during the period, reaching a high
of 1 236 cents in May 2007, as well as the acquisition of the new properties,
resulted in a 53% rise in administration and management fees. Interest costs,
excluding unrealised gains or losses on interest rate swaps, rose by 57,7% as a
result of the funding of the properties transferred during the period, as well
as the assumption of Freestone`s debt.
Net asset value grew from 866 cents to 1 148 cents (1 201 cents excluding the
deferred tax provision), representing growth of 32,6%. This is mainly the result
of the strong growth in the commercial property rentals, as well as declining
vacancies.
Acquisition of Freestone Property Holdings Limited (Freestone)
Following approval given by Emira PI holders at a general meeting held on 27
March 2007, Emira acquired 100% of the Freestone linked units in issue, with
effect from 1 April 2007. 122 513 978 Emira units were issued to Freestone
unitholders together with payment of approximately R666 000, in respect of those
Freestone unitholders who elected to receive the cash alternative. Freestone was
subsequently delisted on 16 April 2007.
When issuing the Emira units at their market value as at the effective date, a
goodwill surplus over the net asset value of Freestone of R328,4 million arises.
As the assets and liabilities of Freestone were fairly valued at the date of
acquisition, it was not possible to allocate this surplus to any specific asset.
It was therefore decided to impair the goodwill in full, in the income
statement. The impairment charge in the income statement has had no effect on
either the distribution paid or the cash position of the Fund.
Segmental information
Retail Office Industrial
Sectoral segments R`000 R`000 R`000
Revenue 251 240 296 850 82 910
Revenue 244 200 288 384 80 550
Allowance for future 7 040 8 466 2 360
rental escalation
Segmental result
Net income from 154 507 184 356 55 845
property rental
operations
Change in fair value 1 733 738 1 745 235 743 510
of investment
properties
Other information
Investment properties 2 784 378 3 317 664 1 212 700
Geographical segments
Revenue
- Gauteng 188 766 227 527 52 193
- Western and Eastern 17 514 32 875 11 244
Cape
- KwaZulu-Natal 16 154 32 834 19 473
- Free State 28 806 3 614 -
251 240 296 850 82 910
Investment properties
- Gauteng 2 050 043 2 427 099 928 605
- Western and Eastern - 498 725 122 905
Cape
- KwaZulu-Natal 504 635 293 910 161 190
- Free State 229 700 97 930 -
2 784 378 3 317 664 1 212 700
Segmental information
Corporate Total
Sectoral segments R`000 R`000
Revenue - 631 000
Revenue - 613 134
Allowance for future - 17 866
rental escalation
Segmental result
Net income from 3 765 398 473
property rental
operations
Change in fair value - 4 222 483
of investment
properties
Other information
Investment properties - 7 314 742
Geographical segments
Revenue
- Gauteng - 468 486
- Western and Eastern - 61 633
Cape
- KwaZulu-Natal - 68 461
- Free State - 32 420
- 631 000
Investment properties
- Gauteng - 5 405 747
- Western and Eastern - 621 630
Cape
- KwaZulu-Natal - 959 735
- Free State - 327 630
- North West
- 7 314 742
Reconciliation between earnings, headline earnings and distribution
Reviewed Audited
Year ended Year ended
30 June 2007 30 June 2006
R`000 R`000
Net profit for the year 1 346 600 908 336
Adjusted for:
Net fair value gains on investment (1 390 185) (661 154)
properties, net of deferred taxation
Profit on sale of investment - (1 459)
property
Impairment of goodwill 328 364 -
Discount on BEE participatory 24 822 -
interests issued
IFRS 2 adjustment in respect of 67 526 -
share-based payment
Headline earnings 377 127 245 723
Adjusted for:
Allowance for future rental (17 866) (18 783)
escalations
Unamortised upfront lease costs (9 130) (2 890)
Unrealised (gain)/loss on interest (42 444) (11 665)
rate swaps
Maintenance fund expenses 2 018 855
Amortised borrowing costs 438 437
Preference share dividend (2 934) -
Distribution payable to 307 209 213 677
participatory interest holders
Distribution per participatory
interest
Interim (cents) 40,10 36,44
Special (cents) 20,75 -
Final (cents) 21,50 38,06
Total (cents) 82,35 74,50
Number of units in issue at the end 488 514 461 286 828 772
of the year
Weighted average number of units in 370 939 438 286 828 772
issue
Earnings per unit (cents) 363,02 316,68
The calculation of earnings per participatory interest is based on net profit
for the year of R1 346,6 million
(2006: R908,3 million), divided by the weighted average number of participatory
interests in issue during the year
of 370 939 438 (2006: 286 828 772).
Headline earnings per unit (cents) 101,67 85,67
The calculation of headline earnings per participatory interest is based on net
profit for the year of R1 346,6 million
(2006: R908,3 million), adjusted for the non-trading items divided by the
weighted average number of participatory interests in issue during the year of
370 939 438 (2006: 286 828 772).
Related parties and related-party transactions
Momentum Group ("Momentum") is the majority participatory interest holder. At 30
June 2007, Momentum owned 36,64% of the Fund`s participatory interests, while
Emira`s BEE shareholders held 11,86%. The remaining 51,50% were widely held.
The following transactions were carried out with related parties:
Reviewed Audited
Year ended Year ended
30 June 2007 30 June 2006
R`000 R`000
Strategic Real Estate Managers (Pty)
Limited
Expenditure comprising: asset 21 949 15 238
management fees
Relationship: Associated company of
the FirstRand Group
Rand Merchant Bank a division of
FirstRand Bank Limited
Long-term interest bearing debt 705 625 226 125
Net finance cost in respect of long- 38 217 30 359
term interest-bearing debt
Relationship: Associated company of
the FirstRand Group
RMB Properties (Proprietary) Limited 483 099 52 590
Expenditure comprising property 55 111 23 722
management fee and letting
commissions
Purchase consideration of Newlands 43 650 -
Terraces
Purchase consideration of RTT Acsa 215 617 -
Park
Purchase consideration of Worldwear 132 889 -
Fashion Mall
Development expenditure - Quagga 8 197 -
Shopping Centre
Development expenditure - Faerie Glen 27 635 18 868
Development expenditure - Gift Acres 10 000
Shopping Centre
Relationship: Associated company of the FirstRand Group
Momentum Limited 450 400 -
Purchase consideration of Wonderpark 406 400 -
shopping centre
Purchase consideration of Wesbank 44 000 -
House
The above transactions were carried out on commercial terms and conditions no
more favourable than those available in similar arm`s length dealings at market-
related rates.
Acquisitions and developments
Properties transferred to Emira during the financial year:
Sector Location GLA (m2)
Newlands Terraces Office Newlands,
Cape Town 4 251
Wonderpark Shopping Centre Retail Karenpark,
Pretoria 59 706
Wesbank
House Office CBD,
Cape Town 9 206
Discovery
La Lucia Office La Lucia Ridge, Umhlanga 2 312
Total 75 475
Acquisitions and developments
Properties transferred to Emira during the financial year:
Purchase Forward Effective Key
price (Rm) yield date tenants
(%)
Newlands Terraces 43,7 9,9 1 Oct 06 UCS
Software,
WPRFU
Wonderpark Shopping 406,4 9,0 19 Oct 06 Pick `n
Centre Pay,
Woolworths,
Virgin
Active
WesBank House 44,0 10,9 13 Oct 06 Dept of
Labour,
Wesbank
Discovery La Lucia 26,5 9,1 7 May 07 Discovery
Health
Total 520,6
Acquisitions and developments (continued)
Properties that became income producing during the financial year,
but are yet to be transferred to Emira:
Sector Location GLA
(m2)
RTT Warehouse Industrial Bartlett, 44 085
Johannesburg
WorldWear Retail Fairlands, 13 284
Johannesburg
Total 57 369
Properties that became income producing during the financial year,
but are yet to be transferred to Emira:
Purchase Forward
price yield Effective Key tenants
(Rm) (%) date
RTT Warehouse 215,6 9,7 1 Apr 07 Railit Total
Transportation
WorldWear 132,9 10,3 1 Nov 06 Mr Price Home,
The Pro Shop,
Seemans
Total 348,5
Development
completed and income
producing to Emira
Sector Location GLA (m2)
Faerie Glen Phase 3 Office Faerie 2 594
Glen,
Pretoria
Development
completed and income
producing to Emira:
Purchase Forward Effective Key
price yield date Tenants
(Rm) (%)
Faerie Glen Phase 3 27,6 10,2 1 Feb 07 VIP
Property approved by
the Board, not yet
transferred to Emira
Sector Location GLA (m2)
Faerie Glen Phase 4 Office Faerie 2 046
Glen,
Pretoria
Property approved by
the Board, not yet
transferred to
Emira:
Anticipated
Purchase Forward effective Key
price yield date Tenants
(Rm) (%)
Faerie Glen Phase 4 30,3 10,1 1 Dec 07 VIP
Disposals
In accordance with the strategy of the Fund, certain properties that are
underperforming or pose excessive risk to the Fund are earmarked and disposed
of. With this strategy in mind, Mafikeng Game, a convenience centre located in
Mafikeng, was eventually transferred out of Emira after being sold in 2004.
Three non-core properties - Inspectorate, 11 Park Lane and Contact Centre - were
sold a at premium to book value during the period, while two investment
properties - Wierda Gables and Fourways Game - were sold at substantial premiums
to book value. The proceeds from the disposals will be reinvested in various
capital projects and is expected to be earnings enhancing.
Property sold and transferred out of Emira during the financial year:
Sector Location GLA (m2)
Mafikeng Game Retail Mafikeng 5 218
Valuation Sale
at June 06 price
(R`000) (R`000) Yield (%) Effective date
20,1 20,7 16,3 20 Nov 06
Properties sold during the financial year, but not yet transferred out
of Emira:
Building Sector Location
Fourways Game Retail Fourways, Sandton
Inspectorate Offices Ormonde, Johannesburg
11 Park Lane Offices Parktown, Johannesburg
Contact Office Parktown, Johannesburg
Centre
Wierda Gables Office Sandown, Sandton
Total
Valuation Sale
at Dec 06 price
GLA (m2) (Rm) (R`000) Yield (%)
8 000 58,1 119,7 6,0
2 704 6,2 7,3 9,3
3 676 16,4 20,5 7,4
1 184 6,9 9,0 6,4
2 007 11,9 14,0 8,0
17 571 99,5 170,5
Vacancies
Vacancies have risen from 4,0% (26 672 m2) in December 2006 to 5,9% in June 2007
(69 486 m2). The increase in vacancies in the period is largely attributable to
two large tenants vacating office space at Lake Buena Vista (5 355 m2) and
Dorbyl, Parktown
(2 326 m2). The Board has approved a refurbishment of Lake Buena Vista, while
Dorbyl, Parktown, has been let subsequent to year-end.
In addition, vacancies at Hurlingham Office Park and Fleetway House rose during
the period as a result of refurbishment projects currently under way at the two
properties. Once these projects have been completed, management is confident
that these vacancies will reduce at incrementally higher rentals.
Valuations and Net Asset Value
The Fund has elected to have independent valuations of its entire portfolio at
least every three years. To achieve this, independent valuers value
approximately one-third of the portfolio each year. These valuations are
included as part of the Fund`s overall portfolio movement below.
As a result of the continued firming in the capitalisation rates, advantageous
renewals in a number of properties and rising rentals in the majority of areas,
property values improved markedly in all three sectors.
Total portfolio movement
June 2006 R/m2 June 2007 R/m2 Differ- Differ-
ence ence
(R`000) (R`000) (%) (R`000)
Industrial 469 190 2 693 1 212 700 3 414 158,5 743 510
Office 1 572 429 6 187 3 317 664 7 409 111,0 1 745
235
Retail 1 050 640 6 955 2 784 378 7 433 215,8 1 733
738
3 092 259 5 336 7 314 742 6 212 136,6 4 222
483
Adjustment to
fair value as
per
IAS 17/ (51 452) (110 589) 114,9 (59 137)
IAS 40
Unamortised
upfront lease
costs as per
IAS 17/ (14 936) (24 066) 61,1 (9 130)
IAS 40
As reported 3 025 871 7 180 087 137,3 4 154
216
Debt
As at June 2007 Emira had a total debt facility available of R1,7 billion, of
which R1,3 billion had been accessed as at 30 June 2007.
A significant portion (84%) of the Fund`s debt has been fixed for periods of
between eighteen months and nine years, with the remaining portion at rates
linked to prime. As at the financial year-end, the weighted average cost of debt
equated to 9,77%. The 50 basis points rise in prime interest rates announced on
16 August 2007, together with the roll over of a swap that expires in September
2007, will raise the average cost of debt to 9,86%.
The breakdown is as follows:
Rate (%) Term Amount (Rm) % of debt
1 Debt - Prime less N/A 121,0 9,4
Floating 2,25
2 Debt - 10,21 November 100,0 7,7
Fixed 2008
3 Debt - Cap 10,75 November 170,0 13,1
2008
4 Preference 64% of January 90,0 7,0
shares - prime plus 2010
floating STC
5 Debt - Swap 9,20 June 2013 500,0 38,6
6 Debt - Swap 9,97 October 88,5 6,8
2013
7 Debt - Swap 10,06 November 126,1 9,7
2015
8 Debt - Swap 9,43 September 100,0 7,7
2016
TOTAL 9,86* 1 295,6 100,0
* Weighted average cost of debt assuming a prime rate of 13,5% per annum.
Changes to directorate and company secretary
With effect from 16 April 2007, the following appointments were made to the
STREM Board, the authorised management company of Emira: Mr Peter Thurling as an
executive director; Mr Michael Aitken as a non-executive director; and Mr Bryan
Kent as an independent non-executive director.
With effect from 6 June 2007, Mr Leon Basson resigned as a non-executive
director of the STREM Board, Mrs Claire Middlemiss resigned as the company
secretary, and Ms Desir?e Isserow was appointed as the new company secretary.
Prospects
The dilutionary impact of the portfolio acquisition and BEE transaction that was
concluded in the previous financial year is not expected to affect growth in the
coming year. Moreover, the forecast healthy growth in rentals from the existing
portfolio, prudent cost management and predominantly fixed debt costs bode well
for net income.
Notwithstanding the current volatility in the global financial markets,
indications are that the South African commercial property market remains
robust. As a result, the STREM Board believes that, when compared to results
from the previous financial year, distribution growth is likely to accelerate in
the period to 30 June 2008. This forecast has not been audited by Emira Property
Fund`s auditors.
Audit opinion and independent review
The financial information has been reviewed by PricewaterhouseCoopers Inc. whose
unqualified audit opinion is available for inspection at Emira`s registered
address.
Distribution
Notice is hereby given that a cash distribution of 21,5 cents per participatory
interest has been declared to participatory interest holders and is payable on
25 September 2007.
Last day to trade: Friday, 14 September 2007
PIs trade ex distribution: Monday, 17 September 2007
Record date: Friday, 21 September 2007
Payment date: Tuesday, 25 September 2007
PI certificates may not be dematerialised or rematerialised between Monday, 17
September 2007 and Friday, 21 September 2007, both days inclusive.
Notice of Annual General Meeting
Notice is hereby given that the third annual general meeting of PI holders of
Emira Property Fund will be held at 14:00 on
1 November 2007 at 3 Gwen Lane, Sandton, to transact the business as stated in
the annual general meeting notice forming part of the annual financial
statements.
By order of the Board
Company Secretary:
Desiree Isserow
Chairman:
Ben van der Ross
Chief Executive Officer:
James Templeton
Sandton
21 August 2007
Property Fund Manager:
Strategic Real Estate Managers (Pty) Limited
Directors of the fund manager:
B J van der Ross (Chairman), M S Aitken, L Barnard,
B H Kent, N E Makiwane, M S B Neser, W K Schultze*,
N L Sowazi, J W A Templeton*(CEO), P J Thurling* *Executive
Registered address:
3 Gwen Lane, Sandton, 2146
Merchant bank and sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited)
Transfer secretaries:
Computershare Investor Services 2004 (Pty) Limited
70 Marshall Street, Johannesburg, 2001
www.emira.co.za
Date: 21/08/2007 17:30:01 Produced by the JSE SENS Department.
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