| Wed 26 Aug 2009, 10:00 | | GRT - Growthpoint Properties - Audited results for the year ended 30 June 2009 |
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GRT
GRT
GRT - Growthpoint Properties - Audited results for the year ended 30 June 2009
Limited
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code GRT
ISIN ZAE 000037669
AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2009 LIMITED
7,6% DISTRIBUTION GROWTH TO 114,6 CENTS PER LINKED UNIT
ACQUISITION OF CONTROLLING SHARE IN A LISTED AUSTRALIAN PROPERTY TRUST
R1,7 BILLION CAPITAL RAISED THROUGH SUCCESSFUL RIGHTS OFFER
INCLUSION IN THE JSE TOP 40 INDEX AND MSCI EMERGING MARKETS INDEX
CONSOLIDATED INCOME STATEMENT
30 June 30 June
2009 2008
Note Rm Rm
Revenue excluding straight-line
lease income adjustment 3 211 2 712
Straight-line lease income adjustment 219 208
Revenue 3 430 2 920
Property expenses (759) (675)
Net property income 2 671 2 245
Other operating expenses (75) (62)
Net property income after other
operating expenses 2 596 2 183
Investment income 1 1
Operating profit 2 597 2 184
Fair value adjustments 1 (143) (139)
Finance costs (921) (697)
Non-cash charges 2.1 (140) (193)
Capital items and trading profits (35) 22
Finance income 162 87
Profit before debenture interest interest (1 612) (1 363)
Loss before taxation (92) (99)
Taxation charge 23 1
- taxation on trading profits - (2)
- normal taxation (5) (2)
- deferred taxation 28 -
- capital gains taxation - 5
Loss for the year 2.2 (69) (98)
Note 1:
Fair value adjustments (143) (139)
Gross investment property fair
value adjustment 189 1 823
Less: straight-line lease income adjustment (219) (208)
Net investment property fair value adjustment (30) 1 615
Listed property investments 1 (1)
Borrowings and derivatives (1 442) 1 197
Long-term loans granted to BEE consortia 35 (48)
Debentures 1 293 (2 902)
Debentures are adjusted to fair
value which represents the net asset
value attributable to debenture holders,
excluding intangible assets.
The debenture fair value adjustment
consists of:
Fair value adjustments on other assets
and liabilities excluding fair
value adjustment on debentures 1 436 (2 763)
Straight-line lease income adjustment (219) (208)
Capital gains taxation - (5)
Non-cash financing charge 20 19
Increase in staff incentive scheme liability 21 75
Capital items and trading profits 35 (20)
Debenture fair value adjustment 1 293 (2 902)
Note 2:
2.1 Non-cash charges (140) (193)
Non-cash financing charge (20) (19)
Amortisation of intangible asset (99) (99)
Increase in staff incentive scheme liability (21) (75)
2.2 Loss for the year
The loss for the year is attributable to the
amortisation of the intangible
asset. This is a non-cash accounting entry
and does not affect distributable earnings.
Calculation of Distributable
Earnings
Net property income after
operating expenses 2 596 2 183
Less: straight-line lease income adjustment (219) (208)
Investment income 1 1
Finance costs (921) (697)
Finance income 162 87
Taxation (excluding deferred
taxation) (5) (2)
Distributable earnings 1 614 1 364
Total distribution (1 614) (1 364)
- Debenture interest (1 612) (1 363)
- Ordinary dividend (2) (1)
Linked Linked
units units
Linked units in issue at the end
of the year 1 409 018 815 1 280 926 195
Weighted number of linked units in
issue 1 409 018 815 1 238 460 442
cents cents
Distribution per linked unit 114,60 106,50
Six months ended 31 December 56,30 51,10
Six months ended 30 June 58,30 55,40
Basic loss per share 3 (4,90) (7,91)
Headline earnings per linked unit 4 45,26 159,31
Rm Rm
Basic loss is reconciled to
headline earnings as follows:
Loss after taxation (69) (98)
Add back: net fair value
adjustment - investment property 26 (1 381)
- Fair value adjustment 30 (1 615)
- Applicable taxation (4) 234
Headline loss attributable to
shareholders (43) (1 479)
Less: net fair value adjustment -
debentures (931) 2 089
- Fair value adjustment (1 293) 2 902
- Applicable taxation 362 (813)
Add back: debenture interest paid 1 612 1 363
Headline earnings attributable to
linked unitholders 638 1 973
Note 3:
The directors are of the view that the disclosure of earnings per share, while
obligatory in terms of IAS 33, Earnings Per Share and the JSE listing
requirements, is not meaningful to investors as the shares are traded as part
of a linked unit and practically all of the revenue earnings are distributed in
the form of debenture interest plus dividends in the ratio of 1 000 to 1. In
addition, headline earnings include profit on the sale of listed property
investments, fair value adjustments on listed property investments, fair value
adjustments on interest-bearing and zero-coupon borrowings and debentures as
well as non-cash charges, which do not affect distributable earnings. The
calculation of distributable earnings as set out above is more meaningful to
investors and is, in accordance with Growthpoint`s reporting policy.
Note 4:
In terms of Circular 8/2007, issued by SAICA, both the fair value adjustment on
investment property and debentures are added back in the calculation of
headline earnings per linked unit. The Circular does not make provision for the
fair value adjustment on other non-current financial liabilities to be added
back.
CONSOLIDATED BALANCE SHEET
30 June 30 June
2009 2008
Note Rm Rm
ASSETS
Non-current assets 30 991 30 231
Fair value of investment property for
accounting purposes 27 582 26 409
Straight-line lease income adjustment 1 055 836
Fair value of long-term property assets 28 637 27 245
Intangible assets 1 733 1 832
Other long-term employee benefits 47 59
Equipment 2 2
Listed property investments 10 9
Long-term loans granted to BEE consortia 396 325
Derivative assets 166 759
Current assets 1 374 426
Investment property reclassified as held for
sale 596 42
Trade and other receivables 281 357
Cash and cash equivalents 497 27
Total assets 32 365 30 657
EQUITY AND LIABILITIES
Shareholders` interest 1 436 1 501
Ordinary share capital 70 64
Non-distributable reserve 1 366 1 437
Non-current liabilities - debentures 5 18 641 18 283
Linked unitholders` interest 20 077 19 784
Other non-current liabilities 9 174 9 519
Other non-current financial liabilities 8 815 9 132
Deferred tax liability 359 387
Current liabilities 3 114 1 354
Trade and other payables 615 638
Current portion of non-current financial
liabilities 1 673 -
Taxation payable 3 5
Linked unitholders for interest and dividends 823 711
Total equity and liabilities 32 365 30 657
Net asset value per linked unit (cents) 1 425 1 545
Tangible net asset value per linked unit
(cents) 1 327 1 432
The decrease in the net asset value per linked unit was mainly due to the fair
value adjustment to borrowings and derivatives, as a result of the reduction in
long-term interest rates from 30 June 2008 to 30 June 2009.
Note 5:
Non-current liabilities - debentures
Fair value at the beginning of the year 18 283 13 646
Issued during the year 1 651 1 735
Fair value adjustment (Note 1) (1 293) 2 902
Fair value at the end of the year 18 641 18 283
CONSOLIDATED CASH FLOW STATEMENT
30 June 30 June
2009 2008
Note Rm Rm
Cash flow from operating activities 2 416 2 057
Investment income 1 1
Net finance costs (780) (523)
Taxation (paid)/received (7) 1
Capital items and trading profits (35) 22
Distribution to unitholders (1 502) (1 174)
Net cash inflow from operating activities 93 384
Net cash outflow from investing activities (1 767) (3 296)
Net cash inflow from financing activities 2 144 2 920
Net increase in cash and cash equivalents 470 8
Cash and cash equivalents at beginning of the year 27 19
Cash and cash equivalents at end of the year 497 27
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Ordinary Non-
share capital distributable
reserve
Rm Rm
54 -
Balance at 30 June 2007
Shares issued 10 1 536
Loss for the year - -
Transfer to non-distributable reserve - (99)
Dividends - -
Balance at 30 June 2008 64 1 437
Shares issued 6 -
Loss for the period - -
Transfer to non-distributable reserve - (71)
Dividends - -
Balance at 30 June 2009 70 1 366
Shareholders`
Reserves interest
Rm Rm
- 54
Balance at 30 June 2007
Shares issued - 1 546
Loss for the year (98) (98)
Transfer to non-distributable reserve 99 -
Dividends (1) (1)
Balance at 30 June 2008 - 1 501
Shares issued - 6
Loss for the period (69) (69)
Transfer to non-distributable reserve 71 -
Dividends (2) (2)
Balance at 30 June 2009 - 1 436
SEGMENTAL ANALYSIS
INCOME STATEMENT EXTRACTS
Retail Office
Rm Rm
Year ended 30 June 2009
Revenue excluding straight-line lease income
adjustment 1 144 1 315
Straight-line lease income adjustment 31 152
Revenue 1 175 1 467
Property expenses (289) (304)
Net property income 886 1 163
Fair value adjustment:
- investment property 210 (73)
Year ended 30 June 2008
Revenue excluding straight-line lease income
adjustment 1 003 1 050
Straight-line lease income adjustment 57 99
Revenue 1 060 1 149
Property expenses (260) (263)
Net property income 800 886
Fair value adjustment:
- investment property 376 735
BALANCE SHEET EXTRACTS
At 30 June 2009
Non-current assets
- Investment property
Opening balance - 30 June 2008 9 692 11 381
Acquisitions 10 195
Developments and capital expenditure 241 960
Disposals - (88)
Transfer to investment property reclassified as
held for sale - (574)
Fair value adjustment 210 (73)
Fair value of property assets - 30 June 2009 10 153 11 801
At 30 June 2008
Non-current assets
- Investment property
Opening balance - 30 June 2007 8 573 8 499
Reclassification (73) 73
Acquisitions 654 1 555
Developments and capital expenditure 261 582
Disposals (99) (21)
Transfer to investment property reclassified as
held for sale - (42)
Fair value adjustment 376 735
Fair value of property assets - 30 June 2008 9 692 11 381
Industrial Total
Rm Rm
Year ended 30 June 2009
Revenue excluding straight-line lease income
adjustment 752 3 211
Straight-line lease income adjustment 36 219
Revenue 788 3 430
Property expenses (166) (759)
Net property income 622 2 671
Fair value adjustment:
- investment property 52 189
Year ended 30 June 2008
Revenue excluding straight-line lease income
adjustment 659 2 712
Straight-line lease income adjustment 52 208
Revenue 711 2 920
Property expenses (152) (675)
Net property income 559 2 245
Fair value adjustment:
- investment property 712 1 823
BALANCE SHEET EXTRACTS
At 30 June 2009
Non-current assets
- Investment property
Opening balance - 30 June 2008 6 172 27 245
Acquisitions 190 395
Developments and capital expenditure 303 1 504
Disposals (34) (122)
Transfer to investment property reclassified as
held for sale - (574)
Fair value adjustment 52 189
Fair value of property assets - 30 June 2009 6 683 28 637
At 30 June 2008
Non-current assets
- Investment property
Opening balance - 30 June 2007 5 101 22 173
Reclassification - -
Acquisitions 57 2 266
Developments and capital expenditure 302 1 145
Disposals - (120)
Transfer to investment property reclassified as
held for sale - (42)
Fair value adjustment 712 1 823
Fair value of property assets - 30 June 2008 6 172 27 245
COMMENTARY
INTRODUCTION
Growthpoint is the largest South African listed property company with a quality
portfolio of 438 properties valued at over R29 billion. The portfolio is well
diversified in the three major sectors of commercial property, being office,
retail and industrial, with the bulk of the value situated in the major
metropolitan areas in strong economic nodes.
SEE PRESS RELEASE FOR GRAPHS
Growthpoint had a market capitalisation in excess of R18 billion at 30 June
2009. The linked units are highly liquid, with more than R800 million traded
per month on average over the last two years. Over the last year, on average,
more than 60 million linked units traded per month (2008: 57 million).
The company`s mission is to provide investors with a highly liquid, tradable
instrument delivering consistently growing income returns and real capital
appreciation over the long-term. Effectively, all revenue profits earned by the
company are distributed to unitholders semi-annually, so that the company is
very similar to the Real Estate Investment Trust (REIT) models that are well
established internationally. Growthpoint`s distributions are based on
sustainable income generated from rentals. The company does not distribute
capital profits.
INCLUSION IN VARIOUS INDICES
On 25 November 2008, Growthpoint was included in the Morgan Stanley Capital
International (MSCI) emerging markets index. Furthermore, Growthpoint made its
landmark debut on the JSE/Actuaries All Share 40 Top Companies Index (ALSI 40
Index) on 22 December 2008, ranked 31 of the top 40 companies. The inclusion in
these indices has resulted in increased international exposure for Growthpoint
and the foreign shareholding has increased to above 6% for the first time.
FINANCIAL RESULTS
In spite of difficult economic conditions that prevailed since the last quarter
of 2008, Growthpoint has delivered growth in distributions for the year ended
30 June 2009 of 7.6%.
Distribution growth was slower than it has been in the last two years, mainly
due to the impact of the global economic recession that resulted in a slow-down
in demand for new space. Although, in general, existing tenants have continued
to renew their leases on expiry, there were a number of new developments that
came on stream over the last nine months in the office and industrial sectors,
which have proven difficult to let in the current economic environment.
ACQUISITION OF CONTROLLING SHARE IN AUSTRALIAN PROPERTY TRUST
After the year-end, on 30 July 2009, unitholders in Australia`s Stock
Exchange-listed Orchard Industrial Property Fund (OIF) voted in favour of all
the resolutions required to issue 50.1% of the units in OIF to Growthpoint for
a cash consideration of AUD56 million and to internalise the management of the
fund.
OIF unitholders also approved a 13 for 10 rights offer at 16 Australian cents
per unit, which closes on 15 September 2009, and has been underwritten by
Growthpoint. Depending on the number of unitholders who follow their rights,
Growthpoint will have a maximum further commitment of AUD144 million and will
own between 60% and 78% of OIF.
OIF was renamed Growthpoint Properties Australia and trades on the Australian
Stock Exchange under the share code GOZ.
Rationale for investing in Australia
As a result of the global recession and scarcity of funding, the Australian
listed property market has suffered major write-downs over the last year and a
half, with most counters trading at market values significantly lower than net
asset values.
Despite weakening against the US dollar and other developed world currencies in
the latter half of 2008, the South African Rand has also remained relatively
strong compared to the Australian dollar over the same period.
The above factors presented a unique opportunity for Growthpoint to make an
investment in a quality property portfolio in a developed economy at a yield
that is at least as attractive as similar investments in South Africa.
When economic conditions return to normal, it is anticipated that there will be
a re-rating of the Australian listed property market, which will be to the
benefit of Growthpoint. Exposure to a developed world currency will also
provide Rand-hedge benefits.
Reasons for investing in OIF
OIF owns 23 industrial properties, which are well located in the major
metropolitan areas of Australia, valued at AU$643 million at 30 June 2009. 68%
of net income is earned from properties leased to Woolworths, Australia`s
number one retailer. The weighted lease expiry period is 11 years. The forecast
distribution (which was reviewed by PWC Australia) to 30 June 2010 is expected
to be 1.4 Australian cents per linked unit.
The investment is not expected to have a material effect on Growthpoint`s
distributions for the year to 30 June 2010.
A key aspect of the transaction was the internalisation of management and a
number of key staff from the existing external fund manager have been recruited
to run the company.
As and when opportunities are available, it is the intention to grow GOZ and
diversify it by acquiring office and retail properties that fit Growthpoint`s
investment criteria.
RIGHTS OFFER
In light of the potential investment in Australia and knowing that there is a
R1,6 billion refinancing of the Growthpoint Series 3 securitisation coming up
in November 2009, Growthpoint decided to strengthen its balance sheet and
accordingly raised R1,7 billion through a partially underwritten rights issue
in January 2009, which was oversubscribed.
COMMENTARY ON RESULTS
BASIS OF PREPARATION
The financial statements are considered preliminary based on the JSE listing
requirements and are summarised from a complete set of the group annual
financial statements on which the auditors, KPMG Inc ., have expressed an
unmodified audit opinion which is available for inspection at the registered
office.
These financial statements have been prepared in accordance with the
recognition and measurement requirements of International Financial Reporting
Standards (IFRS), the presentation and disclosure requirements of IAS 34,
Interim Financial Reporting, and the Companies Act of South Africa. The
company`s accounting policies as set out in the audited financial statements
for the year ended 30 June 2008 have been consistently applied. Investment
property comprises land and buildings held to generate rental income over the
long term. Should any properties no longer meet the group`s investment criteria
and be sold, any profits or losses will be of a capital nature and will be
taxed at rates applicable to capital gains. Deferred taxation on the
revaluation of investment property is off-set against the deferred taxation
asset that arises on the revaluation of the company`s issued debentures
(excluding deferred taxation on intangible assets).
REVENUE
Apart from contractual rental escalations, the increase in gross revenue
(18,4%) and property expenses (12,4%) was mainly due to acquisitions and new
developments that contributed an additional R400 million to net property income
for the year ended 30 June 2009.
FINANCING COSTS
Finance costs increased by R224 million (32,1%) from R697 million to R921
million. R174 million was due to higher average loan balances as Growthpoint`s
previously large pipeline of developments and acquisitions was paid for.
Capitalised interest reduced by R16 million as certain developments were
completed and the balance was due to slightly (0.4%) higher average interest
rates.
FAIR VALUE ADJUSTMENTS
The year-end revaluation of properties resulted in an upward revaluation of
R189 million (0,6%) to R29,2 billion. From 30 June 2008 to 30 June 2009, there
has been a reduction in long-term interest rates, resulting in a R1,4 billion
increase in the fair value of borrowings and interest rate swaps for the
current year.
NON-CASH CHARGES
Non-cash charges include amortisation of the intangible asset that arose in
2008 on the acquisition of the Property Services Businesses as well as
adjustments to the carrying value of the Staff Incentive Scheme plan asset and
plan liability. These are book entries that do not affect cash flow or
distributable income.
CAPITAL ITEMS AND TRADING PROFITS
An underwriting commission of R40 million was paid to Investec Bank Ltd,
together with other costs amounting to R4 million relating to the rights issue
made in January 2009. Furthermore, expenses incurred to 30 June 2009 in respect
of the acquisition of OIF amounted to R4 million which are also included in
capital costs. During the year Growthpoint disposed of 44 residential units,
situated in the Montclare Place building in Claremont, realising a trading
profit of R13 million. The above costs and residential trading profit are
disclosed as capital items and trading profits and are not included in
distributable earnings.
VACANCY LEVELS
At 30 June 2009 Growthpoint`s vacancy levels, as a percentage of gross lettable
area (GLA) were:
Retail 3,2% (2008:2,8%)
Office 8,9% (2008:4,9%)
Industrial 4,4% (2008:2,1%)
Total 5,4% (2008:2,9%)
New developments acquired, where Growthpoint took on the letting risk, have
contributed 1,2% of the 5,4% total vacancy. Since the last quarter of 2008,
there has been a marked slow-down in economic activity and it is taking longer
than anticipated to let vacant space.
ACQUISITIONS AND DEVELOPMENTS
During the year ended 30 June 2009, three properties in the office portfolio
were acquired for an amount of R158,6 million at a weighted average initial
yield of 8,9% (once fully let). A further three properties in the industrial
portfolio were also acquired for R168,5 million at an average initial yield of
10,5% (once fully let).
Various other smaller acquisitions totalling R68,2 million were made in the
year.
Expenditure on developments during the year ended 30 June 2009:
Property Approved Spent to Spent to
30 June 30 June
2008 2009
Rm Rm Rm
100 Grayston Drive (Investec) extension 475,0 - 475,0
Montclare Place, Claremont 361,9 259,4 102,5
Constantia Office Park 172,4 148,5 23,9
11 Adderley 150,7 76,1 65,0
Growthpoint Industrial Estate
(mini-units) 126,0 - 86,2
Lincoln on the Lake, Umhlanga 109,5 7,9 51,9
City Mall, Klerksdorp 76,4 22,7 53,7
Barloworld (Growthpoint Industrial Estate) 74,3 32,4 41,9
N1 City Hospital 73,4 16,6 56,8
Alberton City (35,7% share) 70,8 14,3 56,5
Grand Parade 68,4 32,0 30,4
Lakeside Mall (87,2% share) 55,8 5,3 40,7
Ebony Place 55,4 42,7 12,7
Knightsgate mini-units 34,0 19,9 14,1
Northgate (50% share) 32,5 15,7 16,8
Various other 476,4 41,4 376,3
Total 2 412,9 734,9 1 504,4
Sector Expected
initial
yield
%
100 Grayston Drive (Investec) extension Office 8,1
Montclare Place, Claremont Office 8,9
Constantia Office Park Office 10,0
11 Adderley Office 9,5
Growthpoint Industrial Estate (mini-units) Industrial 10,9
Lincoln on the Lake, Umhlanga Office 9,5
City Mall, Klerksdorp Retail 8,5
Barloworld (Growthpoint Industrial Estate) Industrial 9,8
N1 City Hospital Office 10,5
Alberton City (35,7% share) Retail 9,3
Grand Parade Retail 10,1
Lakeside Mall (87,2% share) Retail 11,2
Ebony Place Industrial 11,4
Knightsgate mini-units Industrial 10,8
Northgate (50% share) Retail 10,0
Various other
Total
The yield percentages mentioned above have not been reviewed or reported on by
Growthpoint`s auditors.
ACQUISITIONS AND DEVELOPMENTS IN PROGRESS
At 30 June 2009 Growthpoint had entered into an agreement to acquire one
industrial property in Stormill for a total cost of R50 million with a one year
rental guarantee at an initial yield of 11,3%. Transfer of this property is
expected by October 2009. The outstanding expenditure in respect of
developments in progress reflected above, amounts to R173,6 million.
DISPOSALS
Five properties were disposed of in the current period for R122 million. Sale
agreements have been entered into for the sale of a further six properties
valued at R573,7 million which no longer meet Growthpoint`s investment
criteria.
BORROWINGS
At 30 June 2009, the loan to value ratio (LTV) measured by dividing the nominal
value of interest-bearing borrowings (net of cash) by the fair value of
property assets including investment property reclassified as held for sale,
was 32,2% (2008: 34,4%). It is expected that the LTV will increase to 37,8%
once the OIF transaction has been finalised.
Growthpoint held cash on short-term deposit at 30 June 2009 of R497 million
(2008: R27 million). At 30 June 2009 108,4% of interest-bearing debt was fixed
at a weighted average rate, including a margin, of 10,1% for a weighted average
of 9,7 years. At the end of August 2009 after paying an estimated R1,2 billion
for the investment in OIF, the percentage of fixed rate debt will reduce to
96,6%.
SHARE AND DEBENTURE CAPITAL
The authorised share capital is R100 000 000 divided into two billion ordinary
shares of five cents each. Each ordinary share is linked to ten variable rate
debentures of 250 cents each.
In terms of the rights issue, 128 million new linked units were issued in
January 2009.
The ordinary shares and debentures trade as linked units on the JSE. In terms
of the debenture trust deed, the interest payable on the debenture component of
the linked unit is always 1 000 times greater than the dividend payable per
ordinary share.
AFTER BALANCE SHEET EVENT - ACQUISITION OF CONTROLLING INTEREST IN OIF
As mentioned in the commentary above, Growthpoint acquired a controlling share
in OIF after year-end.
The estimated value of the assets and liabilities of OIF acquired (based on
audited results, at 30 June 2009) are as follows:
AU$`000 R million
Investment property 643 4 180
Trade and other receivables 22 143
Cash and cash equivalents 7 46
Interest-bearing borrowings (506) (3 289)
Derivatives (7) (46)
Trade and other payables (43) (280)
116 754
50,1% of net asset value obtained
(refer assumptions below) 58 377
Consideration - financed by
interest-bearing borrowings 56 364
Net asset value exceeding consideration 2 13
Assumptions used:
The exchange rate used in the translation of the assets and liabilities
acquired as well as the consideration to be paid was R6,50: AU$1.
The purchase price allocation to determine the fair value of the assets and
liabilities acquired must still be performed.
PROSPECTS
Growthpoint has a large, diversified, quality property portfolio and solid
tenant base combined with conservative gearing policies and prudent financial
management that should enable the company to continue achieving its mission of
providing sustainable, growing income streams and long-term capital
appreciation.
Since the latter half of 2008, the impact of the global economic recession and
financial crisis began to be felt quite markedly in South Africa and
Growthpoint was not immune to this. However, it was mostly the impact of new
developments that came on stream in the last nine months in weak economic
conditions that has caused Growthpoint`s distributions to grow at a slower rate
than what would otherwise have been the case.
Growthpoint`s view is that economic activity will continue to be subdued for
the next year until the effects of lower short-term interest rates and stable
and slowly improving global economic conditions bring some relief. This,
together with the impact of anticipated higher margins on the refinancing of
debt and certain non-interest-bearing liabilities becoming repayable, could
result in distributions for the year to 30 June 2010 not growing at the same
rate as in 2009. However, provided that no major unforeseen events occur, we
expect to continue showing positive growth in distributions in the next
financial year.
This profit forecast has not been reviewed or reported on by Growthpoint`s
auditors.
CASH DISTRIBUTION WITH THE ELECTION TO RE-INVEST THE CASH DISTRIBUTION IN
RETURN FOR GROWTHPOINT LINKED UNITS
Notice is hereby given of final dividend declaration number 46 of 0,058 cents
and debenture interest payment number 46 of 58,242 cents per linked unit
totalling 58,3 cents per linked unit for the SIX months ended 30 June 2009,
bringing the total distribution for the year ended 30 June 2009 to 114,6 cents
per linked unit.
Linked unitholders will be entitled, to elect to re-invest the Cash
Distribution in return for linked units ("Linked Unit Alternative"), failing
which they will receive the Cash Distribution in respect of all or part of
their linked unitholding.
The number of linked units to which linked unitholders wishing to participate
in the Linked Unit Alternative will become entitled, will be included in the
circular to be posted to unit holders referred to below. The last day to trade
to participate in the Cash Distribution or the Linked Unit Alternative will be
Friday, 11 September 2009. Growthpoint linked units will trade "ex" the
entitlement with effect from the commencement of business on Monday, 14
September 2009. Subject to the approval of the JSE, a listing of the maximum
number of new linked units to be issued pursuant to the Linked Unit Alternative
will commence on Monday, 14 September 2009.
Trading in the Strate environment does not permit fractions and fractional
entitlements. Accordingly, where a linked unitholder`s entitlement to new
linked units calculated in accordance with the above ratio gives rise to a
fraction of a new linked unit, such fraction will be rounded up to the nearest
whole number, where the fraction is greater than or equal to 0,5 and rounded
down to the nearest whole number, where the fraction is smaller than 0,5.
A circular and form of election dealing with the Cash Distribution and Linked
Unit Alternative, including the basis for calculating the linked unit ratio,
which ratio will be announced on Friday, 4 September 2009, will be posted to
linked unitholders who have not dematerialised their linked units
("certificated linked unitholders") on Friday, 28 August 2009. Forms of
election in respect of certificated linked unitholders who wish to elect to
participate in the Linked Unit Alternative must be received by the transfer
secretaries by no later than 12h00 on Friday, 18 September 2009. Linked
unitholders who have dematerialised their linked units are required to notify
their duly appointed Central Securities Depository Participant ("CSDP") or
broker of their election in the manner and time stipulated in the custody
agreement governing the relationship between the linked unitholder and their
CSDP or broker.
In respect of dematerialised linked unitholders, safe custody accounts with the
CSDP or broker will be updated with the entitlement in respect of the new
linked units and/or payments will be credited to their CSDP or broker accounts
on Monday, 21 September 2009. Certificated linked units or cheques will be
posted to certificated linked unitholders at their risk on Monday, 21 September
2009. A further announcement will be published on SENS and in the press on or
about Tuesday, 22 September 2009, detailing the results of the Cash
Distribution and Linked Unit Alternative.
Summary of the salient dates relating to the Cash Distribution and Linked Unit
Alternative are as follows:
2009
Circular and form of election posted to linked
unitholders Friday, 28 August
Announcement of linked unit ratio Friday, 4 September
Last day to trade in order to participate in the
Cash Distribution and Linked Unit Alternative Friday, 11 September
Linked units to trade ex distribution Monday, 14 September
Listing of maximum number of Linked Unit
Alternative linked units commences on the JSE Monday, 14 September
Last day to elect to receive a Linked Unit
Alternative and/or to receive the Cash Distribution Friday, 18 September
Record date Friday, 18 September
Announcement of results of Cash Distribution and
Linked Unit Alternative on SENS Monday, 21 September
Linked unit certificates and Cash Distribution
posted to certificated linked unitholders Monday, 21 September
Accounts credited by CSDP or broker to
dematerialised linked unitholders Monday, 21 September
Announcement of results of election of Cash
Distribution or Linked Unit Alternative in the press Tuesday, 22 September
Adjustment to linked units listed on or about Wednesday, 23 September
Linked units may not be dematerialised or rematerialised between Monday, 14
September 2009 and Friday, 18 September 2009, both days inclusive. The above
dates and times are subject to amendment. Any such amendment will be released
on SENS and published in the press.
By order of the Board
Growthpoint Properties Limited
25 August 2009
Directors: JF Marais (Chairman), HSP Mashaba (Deputy Chairman), LN Sasse*
(Chief Executive Officer), EK de Klerk, MG Diliza, PH Fechter, JC Hayward,
HS Herman, R Moonsamy, SM Snowball, CG Steyn, JHN Strydom, FJ Visser
* Executive Executive, appointed to the board on 26 August 2008.
Growthpoint Properties Limited:
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code GRT
ISIN ZAE 000037669
Transfer secretary:
Computershare Investor Services (Pty) Limited
(Registration number 2004/003647/07)
Ground Floor, 70 Marshall Street,
Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Registered office:
The Place, 1 Sandton Drive , Sandton, 2196
PO Box 78949, Sandton, 2146
Sponsor:
Investec Bank Limited
100 Grayston Drive, Sandown, Sandton, 2196
PO Box 78949, Sandton, 2146
Auditors:
KPMG Inc.
www.growthpoint.co.za
Date: 26/08/2009 10:00:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
