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Wed 24 Feb 2010, 11:00 GRT - Growthpoint Properties Limited - Results for the Six Months Ended 31
GRT
GRT                                                                             
GRT - Growthpoint Properties Limited - Results for the Six Months Ended 31      
December 2009                                                                   
Growthpoint Properties Limited                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1987/004988/06)                                            
Share code: GRT                                                                 
ISIN: ZAE000037669                                                              
("Growthpoint" or "the company")                                                
RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2009                               
- 5,0% distribution growth to 59,1 cents per linked unit                        
- Acquisition of 76,2% share in Australian property trust                       
- R1,3 billion capital raised through a vendor placement                        
- Launch of R5 billion Domestic Medium Term Note Programme                      
- Innovative distribution reinvestment option raises R540 million               
STATEMENT OF COMPREHENSIVE INCOME                                               
Six months    Six months   12 months             
                               31 Dec        31 Dec       30 Jun                
                               2009          2008         2009                  
                         Note  Rm            Rm           Rm                    
Revenue excluding             1 939         1 558        3 211                 
 straight-line                                                                  
 leaseincome adjustment                                                         
 Straight-line lease           161           103          219                   
income adjustment                                                              
 Revenue                       2 100         1 661        3 430                 
 Property expenses             (455)         (390)        (759)                 
 Net property income           1 645         1 271        2 671                 
Other operating               (52)          (30)         (75)                  
 expenses                                                                       
 Net property income           1 593         1 241        2 596                 
 after other operating                                                          
expenses                                                                       
 Investment income             -             -            1                     
 Operating profit              1 593         1 241        2 597                 
 Fair value adjustments  1     (111)         (50)         (143)                 
Finance costs                 (589)         (451)        (921)                 
 Non-cash charges        2     131           (61)         (140)                 
 Capital items           3     (13)          (41)         (35)                  
 Finance income                81            35           162                   
Profit before                 1 092         673          1 520                 
 debenture interest                                                             
 Debenture interest            (914)         (720)        (1 612)               
 Profit/(loss) before          178           (47)         (92)                  
taxation                                                                       
 Taxation                      28            13           23                    
 credit/(charge)                                                                
 -  Normal taxation            -             (1)          (5)                   
-  Deferred taxation          14            14           28                    
 -  Capital gains              14            -            -                     
 taxation                                                                       
 Profit/(loss) for the         206           (34)         (69)                  
period                                                                         
 Profit/(loss)                                                                  
 attributable to:                                                               
 Equity holders                160            (34)         (69)                 
Non-controlling               46            -            -                     
 interest                                                                       
                                206           (34)         (69)                 
 Other comprehensive                                                            
income:                                                                        
 Foreign currency               35           -            -                     
 translation gain                                                               
 Total comprehensive            241           (34)         (69)                 
income/(loss)                                                                  
 Equity holders                 187           (34)         (69)                 
 Non-controlling                54           -            -                     
 interest                                                                       
CALCULATION OF DISTRIBUTABLE EARNINGS                                           
                             Six months    Six months    12 months              
                             31 Dec        31 Dec        30 Jun                 
                             2009          2008          2009                   
Note Rm            Rm            Rm                     
Net property income           1 593         1 241         2 596                 
after operating                                                                 
expenses                                                                        
Less: straight-line           (161)         (103)         (219)                 
lease income                                                                    
adjustment                                                                      
Investment income             -             -             1                     
Finance costs                 (589)         (451)         (921)                 
Finance income                81            35            162                   
Adjustment for non-           (9)           -             -                     
controlling interest                                                            
Taxation (excluding           -             (1)           (5)                   
deferred tax)                                                                   
Distributable earnings        915           721           1 614                 
Total distribution            (915)         (721)         (1 614)               
-  Debenture interest         (914)         (720)         (1 612)               
-  Ordinary dividend          (1)           (1)           (2)                   
                             Linked units  Linked units  Linked units           
Linked units in issue         1 547 521     1 280 926     1 409 018             
at the end of the             924           195           815                   
period                                                                          
Weighted number of            1 547 521     1 280 926     1 409 018             
linked units in issue         924           195           815                   
cents         cents         cents                  
Distribution per              59,10         56,30         114,60                
linked unit                                                                     
Six months ended 31           59,10         56,30         56,30                 
December                                                                        
Six months ended 30           -             -             58,30                 
June                                                                            
Basic earnings/(loss)    4    10,34         (2,65)        (4,90)                
per share                                                                       
Headline                 5    56,90         (62,98)       45,26                 
earnings/(loss) per                                                             
linked unit                                                                     
Rm           Rm           Rm                      
Note 1:                                                                         
Fair value adjustments         (111)        (50)         (143)                  
Gross investment               657          495          189                    
property fair value                                                             
adjustment                                                                      
Less: straight-line            (161)        (103)        (219)                  
lease income                                                                    
adjustment                                                                      
Net investment                 496          392          (30)                   
property fair value                                                             
adjustment                                                                      
Fair value adjustment          30           17           -                      
on investment property                                                          
reclassified as                                                                 
property held for sale                                                          
Listed property                1            1            1                      
investments                                                                     
Borrowings and                 (50)         (2 144)      (1 442)                
derivatives                                                                     
Long-term loans                14           97           35                     
granted to BEE                                                                  
consortia                                                                       
Debentures                     (602)        1 587        1 293                  
Debentures are                                                                  
adjusted to fair value                                                          
which represents the                                                            
net asset value                                                                 
attributable to                                                                 
Growthpoint`s                                                                   
debenture holders,                                                              
excluding the                                                                   
intangible assets.                                                              
The debentures` fair                                                            
value adjustment                                                                
consists of:                                                                    
Fair value adjustments         (492)        1 637        1 436                  
on other assets and                                                             
liabilities excluding                                                           
fair value adjustment                                                           
on debentures                                                                   
Straight-line lease            (161)        (103)        (219)                  
income adjustment                                                               
Non-controlling                30           -            -                      
interest`s portion of                                                           
fair value adjustments                                                          
Capital gains taxation         (14)         -            -                      
Non-cash financing             14           10           20                     
charge                                                                          
Decrease in other long-        8            2            21                     
term employee benefits                                                          
Capital items                  13           41           35                     
Debenture fair value           (602)        1 587        1 293                  
adjustment                                                                      
                                                                                
Note 2:                                                                         
Non-cash charges               131          (61)         (140)                  
Non-cash financing             (14)         (10)         (20)                   
charge                                                                          
Amortisation of                (49)         (49)         (99)                   
intangible asset                                                                
Negative goodwill              202          -            -                      
Decrease in other long-        (8)          (2)          (21)                   
termemployee benefits                                                           
Note 3:                                                                         
Capital items                                                                   
In terms of IFRS 3, Business Combinations, R22 million transaction costs        
relating to the acquisition of GOZ was expensed. Furthermore, R9 million        
proceeds from an insurance claim was received. The above costs and proceeds are 
disclosed as capital items and do not affect distribution earnings.             
Note 4:                                                                         
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 Listings         
Requirements, is not meaningful to investors as the shares are traded as part of
a linked unit and practically all 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 5:                                                                         
In terms of Circular 3/2009, 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.   
                             Rm            Rm           Rm                      
Basic earnings/(loss)                                                           
is reconciled to                                                                
headline earnings as                                                            
follows:                                                                        
Profit/(loss) after           206           (34)         (69)                   
taxation                                                                        
Negative goodwill             (202)         -            -                      
Add back: net fair            (455)         (350)        26                     
value adjustment -                                                              
investment property                                                             
-  Fair value                 (527)         (409)        30                     
adjustment                                                                      
-  Applicable taxation        72            59           (4)                    
Less: Profit                  (16)          -            -                      
attributable to non-                                                            
controlling interest                                                            
Headline loss                 (467)         (384)        (43)                   
attributable to                                                                 
shareholders                                                                    
Less: net fair value          433           (1 143)      (931)                  
adjustment -                                                                    
debentures                                                                      
-  Fair value                 602           (1 587)      (1 293)                
adjustment                                                                      
-  Applicable taxation        (169)         444          362                    
Add back: debenture           914           720          1 612                  
interest paid                                                                   
Headline                      880           (807)        638                    
earnings/(loss)                                                                 
attributable to linked                                                          
unitholders                                                                     
STATEMENT OF FINANCIAL POSITION                                                 
31 Dec       31 Dec       30 Jun                  
                              2009         2008         2009                    
                        Note  Rm           Rm           Rm                      
ASSETS                                                                          
Non-current assets             36 439       31 451       30 991                 
Fair value of                  32 912       28 177       27 582                 
investment property                                                             
for accounting                                                                  
purposes                                                                        
Straight-line lease            1 216        939          1 055                  
income adjustment                                                               
Fair value of long-            34 128       29 116       28 637                 
term property assets                                                            
Intangible assets              1 684        1 783        1 733                  
Other long-term                39           57           47                     
employee benefits                                                               
Equipment                      4            2            2                      
Listed property                -            10           10                     
investments                                                                     
Long-term loans                430          449          396                    
granted to BEE                                                                  
consortia                                                                       
Derivative assets              154          34           166                    
Current assets                 1 378        1 111        1 374                  
Investment property            493          76           574                    
reclassified as held                                                            
for sale                                                                        
Residential units held         21           -            22                     
for sale                                                                        
Trade and other                331          387          281                    
receivables                                                                     
Cash and cash                  533          648          497                    
equivalents                                                                     
Total assets                   37 817       32 562       32 365                 
EQUITY AND LIABILITIES                                                          
Shareholders` interest         1 706        1 466        1 436                  
Ordinary share capital         77           64           70                     
Foreign currency               27           -            -                      
translation reserve                                                             
Non-distributable              1 602        1 402        1 366                  
reserve                                                                         
Non-current              6     21 005       16 696       18 641                 
liabilities -                                                                   
debentures                                                                      
Linked unitholders`            22 711       18 162       20 077                 
interest                                                                        
Non-controlling                506          -            -                      
interest                                                                        
Total unitholders`             23 217       18 162       20 077                 
interest                                                                        
Other non-current              10 817       10 541       9 174                  
liabilities                                                                     
Other non-current              10 472       10 168       8 815                  
financial liabilities                                                           
Deferred tax liability         345          373          359                    
Current liabilities            3 783        3 859        3 114                  
Trade and other                969          568          615                    
payables                                                                        
Rights issue                   -            1 000        -                      
underwriting amount                                                             
received in advance                                                             
Current portion of non-        1 881        1 566        1 673                  
current liabilities                                                             
Taxation payable               1            1            3                      
Linked unitholders for         932          724          823                    
interest and dividends                                                          
Total equity and               37 817       32 562       32 365                 
liabilities                                                                     
Net asset value per            1 468        1 418        1 425                  
linked unit (cents)                                                             
Tangible net asset             1 381        1 308        1 327                  
value per linked unit                                                           
(cents)                                                                         
Note 6:                                                                         
Non-current                                                                     
liabilities -                                                                   
debentures                                                                      
Fair value at the              18 641       18 283       18 283                 
beginning of the                                                                
period                                                                          
Issued during the              1 762        -            1 651                  
period                                                                          
Fair value adjustment          602          (1 587)      (1 293)                
(Note 1)                                                                        
Fair value at the end          21 005       16 696       18 641                 
of the period                                                                   
CASH FLOW STATEMENT                                                             
                              Six months   Six months   12 months               
31 Dec       31 Dec       30 Jun                  
                              2009         2008         2009                    
                              Rm           Rm           Rm                      
Cash flow from operating       1 842        1 005        2 416                  
activities                                                                      
Investment income              -            -            1                      
Net finance costs              (588)        (410)        (780)                  
Taxation received/(paid)       12           (5)          (7)                    
Capital items                  (13)         (41)         (35)                   
Distribution to unitholders    (820)        (708)        (1 502)                
Net cash inflow/(outflow)      433          (159)        93                     
from operating activities                                                       
Net cash outflow from          (1 663)      (1 393)      (1 767)                
investing activities                                                            
Net cash inflow from           1 266        2 173        2 144                  
financing activities                                                            
Net increase in cash and       36           621          470                    
cash equivalents                                                                
Cash and cash equivalents at   497          27           27                     
beginning of the period                                                         
Cash and cash equivalents at   533          648          497                    
end of the period                                                               
STATEMENT OF CHANGES IN EQUITY                                                  
                                                  Foreign                       
Non-        currency                      
                                      distribut-  transla-                      
                             Ordinary able        tion                          
                             share    reserve     reserve    Retained           
capital  (NDR)       (FCTR)     earnings           
                             Rm       Rm          Rm         Rm                 
Audited balance at 30 June    64       1 437       -          -                 
2008                                                                            
Loss for the period           -        -           -          (34)              
Transfer amortisationnet of   -        (35)        -          35                
deferred tax to NDR                                                             
Dividends                     -        -           -          (1)               
Balance at 31 December 2008   64       1 402       -          -                 
Shares issued                 6        -           -          -                 
Loss for the period           -        -           -          (35)              
Transfer amortisation net     -        (36)        -          36                
of deferred taxation to NDR                                                     
Dividends                     -        -           -          (1)               
Audited balance at 30 June    70       1 366       -          -                 
2009                                                                            
Shares issued                 7        -           -          -                 
Total comprehensive income    -        -           27         160               
for the six month period                                                        
Transfer amortisation net     -        (35)        -          35                
of deferred taxation to NDR                                                     
Transfer negative goodwill    -        202         -          (202)             
write-off to NDR                                                                
Business acquisition - GOZ    -        -           -          77                
Transfer reserves with non-   -        77          -          (77)              
controlling interest to NDR                                                     
Transfer forex gain to NDR    -        (8)         -          8                 
Dividends declared - non-     -        -           -          -                 
controlling interest                                                            
Dividends declared - linked   -        -           -          (1)               
unitholders                                                                     
Balance at 31 December 2009   77       1 602       27         -                 

                                                                                
                                           Non-                                 
                             Share-        controll-                            
holders`      ing          Total                   
                             interest      interest     equity                  
                             Rm            Rm           Rm                      
Audited balance at 30 June    1 501         -            1 501                  
2008                                                                            
Loss for the period           (34)          -            (34)                   
Transfer amortisationnet of   -             -            -                      
deferred tax to NDR                                                             
Dividends                     (1)           -            (1)                    
Balance at 31 December 2008   1 466         -            1 466                  
Shares issued                 6             -            6                      
Loss for the period           (35)          -            (35)                   
Transfer amortisation net     -             -            -                      
of deferred taxation to NDR                                                     
Dividends                     (1)           -            (1)                    
Audited balance at 30 June    1 436         -            1 436                  
2009                                                                            
Shares issued                 7             -            7                      
Total comprehensive income    187           54           241                    
for the six month period                                                        
Transfer amortisation net     -             -            -                      
of deferred taxation to NDR                                                     
Transfer negative goodwill    -             -            -                      
write-off to NDR                                                                
Business acquisition - GOZ    77            466          543                    
Transfer reserves with non-   -             -            -                      
controlling interest to NDR                                                     
Transfer forex gain to NDR    -             -            -                      
Dividends declared - non-     -             (14)         (14)                   
controlling interest                                                            
Dividends declared - linked   (1)           -            (1)                    
unitholders                                                                     
Balance at 31 December 2009   1 706         506          2 212                  
SEGMENTAL ANALYSIS                                                              
STATEMENT OF COMPREHENSIVE INCOME EXTRACTS                                      
                        Retail  Office Industrial  Australia  Total             
Rm      Rm     Rm          Rm         Rm                
Six months ended 31                                                             
December 2009                                                                   
Revenue excluding        623     725    423         168        1 939            
straight-line lease                                                             
income adjustment                                                               
Property expenses        (172)   (170)  (104)       (9)        (455)            
Segment result           451     555    319          159       1 484            
Fair value adjustment:                                                          
- Investment property    232     223    80          92         627              
- Investment property    -       -      -           30         30               
- non-controlling                                                               
interest                                                                        
Total fair value         232      223    80          122        657             
adjustment on                                                                   
investment property                                                             
South                                  
                                         Africa      Australia Total            
                                         Rm          Rm        Rm               
 Further extracts of                                                            
comprehensive income                                                           
 Other property                           41         11         52              
 expenses                                                                       
 Finance costs                            496        93         589             

                         Retail  Office  Industrial  Australia Total            
                         Rm      Rm      Rm          Rm        Rm               
 Year ended 30 June                                                             
2009                                                                           
 Revenue excluding       1 144   1 315   752         -         3 211            
 straight-line lease                                                            
 income adjustment                                                              
Property expenses       (289)   (304)   (166)       -         (759)            
 Segment result          855     1 011   586         -         2 452            
 Fair value adjustment:                                                         
 - Investment property   210     (73)    52          -         189              
STATEMENT OF FINANCIAL POSITION EXTRACTS                                        
                        Retail  Office   Industrial  Australia Total            
                        Rm      Rm       Rm          Rm        Rm               
 At 31 December 2009                                                            
- Investment property                                                          
 Opening balance - 30   10 152   12 377   6 682      -          29 211          
 June 2009                                                                      
 Acquisitions -         -       -        -           4 148     4 148            
Australia                                                                      
 Acquisitions - Other   -       -        50          431       481              
 Developments and       81      130      68          113       392              
 capital expenditure                                                            
Disposals              (58)    (261)    (60)        -         (379)            
 Foreign exchange       -       -        -           81         81              
 translation                                                                    
 Fair value adjustment  232      253      80          122       687             
- Long-term property   232      223      80          122       657             
 assets                                                                         
 - Reclassified as      -        30      -           -          30              
 held for sale                                                                  
Fair value of          10 407   12 499   6 820       4 895     34 621          
 property assets - 31                                                           
 December 2009                                                                  
 - Fair value of long-  10 277   12 136   6 820       4 895     34 128          
term property assets                                                           
  - Investment          130      363     -           -          493             
 property reclassified                                                          
 as held for sale                                                               
South                                  
                                         Africa    Australia Total              
                                         Rm        Rm        Rm                 
 Further extracts of financial position                                         
Trade and other receivables             313        18        331               
 Cash and cash equivalents                509       24        533               
 Trade and other payables                 (532)     (437)     (969)             
 Other financial liabilities             (10 037)   (2 316)   (12 353)          
- Nominal value - interest-bearing       (9 491)   (2 316)   (11 807)          
 liabilities                                                                    
 - Nominal value - non-interest bearing   (76)     -         (76)               
 liabilities                                                                    
- Fair value adjustment                 (470)     -          (470)             
                     Retail   Office   Industrial  Australia Total              
                     Rm       Rm       Rm          Rm        Rm                 
 At 30 June 2009                                                                
- Investment                                                                   
 property                                                                       
 Opening balance -   9 692     11 381   6 172      -          27 245            
 30 June 2008                                                                   
Acquisitions        10        195      190        -          395               
 Developments and    241       960      303        -          1 504             
 capital                                                                        
 expenditure                                                                    
Disposals           -         (88)     (34)       -          (122)             
 Fair value          209       (71)     51         -          189               
 adjustment                                                                     
 Fair value of        10 152   12 377   6 682      -          29 211            
property assets                                                                
 -30 June 2009                                                                  
  - Fair value of    10 152    11 803   6 682      -          28 637            
 long-term property                                                             
assets                                                                         
 - Investment        -         574     -           -          574               
 property                                                                       
 reclassified as                                                                
held for sale                                                                  
COMMENTARY                                                                      
INTRODUCTION                                                                    
Growthpoint is the largest South African listed property company with a quality 
portfolio of 435 properties in South Africa valued at R29,7 billion and 24      
properties in Australia through its investment in Growthpoint Properties        
Australia (GOZ), valued at R4,9 billion.                                        
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 rental income received by the 
company, less operating costs is 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.                                                     
Growthpoint is included in the JSE ALSI Top 40 Companies Index, having a market 
capitalisation of over R21 billion at 31 December 2009. Over the last six       
months, on average more than 64 million linked units traded per month. The      
monthly average value traded was more than R870 million.                        
In November 2009 Moody`s Investors Service assigned Growthpoint global long-term
and short-term Issuer Ratings of Baa2 and P2 respectively, and long-term and    
short-term South African National Scale Ratings (NSR) of A1.za and P1.za        
respectively. These favourable ratings allow Growthpoint direct access to the   
debt capital markets and enabled Growthpoint to launch a R5 billion Domestic    
Medium Term Note Programme (DMTN).                                              
In terms of gross lettable area (GLA), the South African portfolio amounts to 4 
520 170mSquared and the Australian portfolio 732 275mSquared. The South African 
portfolio represents 86% of the total portfolio, by value and GLA, and is well  
diversified in the three major sectors of commercial property, being office,    
retail and industrial. The bulk of the value of the South African properties is 
situated in the major metropolitan areas in strong economic nodes.              
Financial results                                                               
In spite of difficult economic conditions that prevailed since the last quarter 
of 2008, Growthpoint has delivered growth in distributions for the six months   
ended 31 December 2009 of 5.0%.                                                 
The increases in revenue and expenses for the period are impacted by the        
inclusion of the results of GOZ for the first time.                             
Acquisition of a controlling share in an Australian Property Trust              
On 30 July 2009, unitholders in Australia`s 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, in September 2009, that was underwritten by Growthpoint. In terms of  
the rights offer, Growthpoint paid a further AUD139 million and now owns 76.2%  
of OIF. The fund`s investment mandate was also expanded to include office and   
retail properties.                                                              
OIF was renamed Growthpoint Properties Australia (GOZ) and trades on the        
Australian Stock Exchange under the share code "GOZ".                           
Growthpoint used the Institutional investment allowance of a South African      
institution to make the AUD195 million investment in GOZ.                       
GOZ had a market capitalisation of approximately AUD260 million at 31 December  
2009. It is management`s goal to grow the fund to a market capitalisation of    
over AUD1 billion and to increase liquidity.                                    
The Australian portfolio consists of high quality distribution and logistic     
warehouses leased out on long leases to blue chip tenants, which are well       
located in the major metropolitan areas of Australia, situated in Victoria      
(45%), Queensland (21%), Western Australia (14%), New South Wales (11%) and     
South Australia (9%). Australia`s premier retailers, Woolworths and Coles, as   
well as Star Trek Express, a freight express company jointly owned by Qantas and
Australian Post Office, account for 76% of the net property income. The weighted
average lease expiry (WALE) is 10.6 years with average rent escalations of 3% in
Australian currency.                                                            
Taking into account the expected Rand depreciation against the Australian dollar
over the long term this should provide sustainable, growing income streams to   
Growthpoint, together with capital appreciation on the investment. The          
diversification should also improve Growthpoint`s overall risk profile.         
Inclusion in various indices                                                    
Besides the inclusion in the JSE ALSI Top 40 Companies Index, the inclusion in  
the MSCI emerging markets index in November 2008 has resulted in increased      
international exposure for Growthpoint and the foreign shareholding has         
increased to 7.2% at 31 December 2009, from levels of around 3.3% prior to the  
inclusion in these indices. In the current period Growthpoint has also been     
included in the JSE`s Socially Responsible Investment Index.                    
COMMENTARY ON RESULTS                                                           
BASIS OF ACCOUNTING                                                             
These interim consolidated financial statements have not been reviewed or       
audited by Growthpoint`s auditors.                                              
These condensed financial statements have been prepared in accordance with 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 2009 have been consistently applied, except for the      
effect of adopting the revised version of IFRS 3, Business Combinations, and IAS
27, Consolidated and Separate Financial Statements. The adoptions of these      
revised standards are applied prospectively.                                    
Investment property comprises land and buildings held to generate rental income 
over the long term. Should any properties no longer meet the company`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).                             
ACCOUNTING FOR THE ACQUISITION OF GOZ                                           
In terms of IAS 21, The Effects of Changes in Foreign Exchange Rates, the       
consolidated statement of financial position includes 100% of the assets and    
liabilities of GOZ, converted at the closing exchange rate at 31 December 2009  
of R6,58:AUD1. The consolidated statement of comprehensive income also includes 
100% of the revenue and expenses of GOZ, which was translated at an average     
exchange rate of R6,56:AUD1 throughout the period. The resulting exchange       
differences are recognised in other comprehensive income. A non-controlling     
interest was raised for the 23.8% not owned by Growthpoint. Growthpoint entered 
into foreign exchange contracts (FEC`s) to hedge the interim distribution that  
will be received from GOZ at an average rate of R6.87 per AUD.                  
The estimated fair value of the assets and liabilities of OIF acquired were as  
follows:                                                                        
                                               AUD`000    Rm                    
Investment property                             642,6       4 148,0             
Trade and other receivables                     20,7       133,6                
Cash and cash equivalents                       7,5        48,4                 
Trade and other payables                        (30,1)     (194,3)              
Derivatives                                     (16,7)     (107,8)              
Interest-bearing borrowings                     (450,5)    (2 908,0)            
Net asset value                                 173,5      1 119,9              
50.1% of net asset value obtained               86,9       560,9                
Consideration                                   55,6       358,9                
Net asset value exceeding consideration         31,3       202,0                
(Negative goodwill)                                                             
The exchange rate at the date of acquisition was R6,46:AUD1, due to the fact    
that Growthpoint entered into FEC`s for the full purchase consideration of the  
GOZ investment.                                                                 
Based on the proportionate interest measurement basis applied, the non-         
controlling interest at the initial acquisition amounted to R559 million.       
After the above transaction was concluded, Growthpoint acquired an additional   
26.1% in terms of the rights offer. An additional R77 million was accounted for 
in the statement of changes in equity as reserves acquired from non-controlling 
interests in terms of the revised IAS 27, Consolidated and Separate Financial   
Statements.                                                                     
The initial accounting is incomplete and the amounts are provisional, since     
taxation related matters require clarification from independent tax advisors.   
REVENUE                                                                         
Apart from contractual rental escalations, the increase in gross revenue (24.5%)
and property expenses (16.7%) was mainly due to the acquisition of GOZ, as well 
as other acquisitions and new developments that contributed, net of disposals,  
an additional R202 million to net property income for the six months ended 31   
December 2009. On a "like-for-like" basis, net property income increased by     
8.9%.                                                                           
FAIR VALUE ADJUSTMENTS                                                          
The interim revaluation of properties resulted in an upward revaluation on South
African properties of R535 million (1.9%) to R29,2 billion for investment       
property (excluding properties reclassified as held for sale). An additional R30
million upward revaluation was made on the investment property reclassified as  
held for sale. On the Australian portfolio, an upward revaluation of R122       
million (2.5%) was made, bringing the value to R4,9 billion.                    
NON-CASH CHARGES                                                                
The acquisition of GOZ was made at a cost less than the fair value of the net   
assets acquired. Consequently, R202 million negative goodwill arose, which was  
shown as income in the current period. This is an accounting entry that does not
affect cash flow or distributable income.                                       
The acquisition of the Property Services Businesses in the 2008 year gave rise  
to a R1,5 billion intangible asset, as well as R448 million of goodwill on      
initial recognition. In terms of accounting standards, the intangible asset is  
amortised over a 15 year period.                                                
The staff incentive scheme put in place as part of the management "buy-in"      
transaction concluded in the 2008 year has given rise to a plan asset, which is 
reflected on the balance sheet net of the plan liability.  The increase in the  
staff incentive scheme liability and the fair value of the plan asset amounting 
to R8 million are book entries that do not affect cash flow or distributable    
income.                                                                         
VACANCY LEVELS                                                                  
At 31 December 2009 Growthpoint South Africa`s vacancy levels, as a percentage  
of gross lettable area (GLA) were:                                              
Retail          2.8%     (June 2009: 3.2%)                                      
Office          9.2%     (June 2009: 8.9%)                                      
Industrial      5.6%     (June 2009: 4.4%)                                      
Total           6.0%     (June 2009: 5.4%)                                      
Vacancy levels have increased from 5.4% at 30 June 2009 to 6.0% at 31 December  
2009. Approximately 1.1% of the 6.0% is in four new office developments and two 
new industrial developments that came on stream over the last year. This is high
quality space in good locations and should provide some upside when the economy 
recovers and letting improves.                                                  
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.          
ARREARS                                                                         
At the end of December 2009, total arrears amounted to R57,9 million (June 2009:
R36,4 million) and a provision of R20,7 million (June 2009: R16,7 million) has  
been raised for potential bad debts.                                            
For the six months ended December 2009 the total bad debts expense amounted to  
R9,7 million (December 2008: R6,2 million).                                     
ACQUISITIONS AND DISPOSALS                                                      
In December 2009, GOZ acquired another industrial property in Goulburn, at a    
forward yield of 9.9%. The acquisition was funded from existing syndicated debt 
facilities provided by financial institutions for AUD 65,5 million (R431        
million). The purchase price, net of a deposit, was only payable on 1 February  
2010 but was included in trade and other payables (R410 million). In South      
Africa, an industrial property was acquired for R50 million in December 2009 at 
a forward yield of 11.3%.                                                       
Four properties were disposed of in the current period for R379 million.        
BORROWINGS                                                                      
At 31 December 2009, the loan to value ratio (LTV) measured by dividing the     
nominal value of interest-bearing borrowings less cash by the fair value of     
property assets, including investment property held for sale, was 32.6% (30 June
2009: 32.2%). Excluding GOZ, the LTV decreases to 30.2%.                        
118.3% of interest-bearing debt was fixed at a weighted average rate of 10.3%   
(including margin) for a weighted average of 8.0 years at 31 December 2009. It  
is intended to reduce the over-hedged position to below 100%.                   
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.                                                   
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.                                                                          
96 637 537 new Growthpoint linked units were issued in September 2009 to fund   
the acquisition of GOZ. A further 41 865 537 linked units were issued in        
September 2009 to those Growthpoint linked unitholders who elected to reinvest  
their 2009 final distribution. The linked units were issued at R13,09 and R12,90
respectively.                                                                   
CHANGES TO THE BOARD                                                            
Mrs Lynette Finlay and Mrs Mpume Nkabinde have been appointed as non-executive  
directors of Growthpoint with effect from 4 November 2009.                      
PROSPECTS                                                                       
It is expected that growth in distributions for the full year will be in line   
with the growth rate achieved in the six months ended 31 December 2009.         
This profit forecast has not been reviewed or reported on by Growthpoint`s      
auditors.                                                                       
DIVIDEND AND INTEREST PAYMENT                                                   
Notice is hereby given of interim dividend declaration number 47 of 0.059 cents 
and debenture interest payment number 47 of 59.041 cents per linked unit        
totalling 59,1 cents per linked unit for the six months ended 31 December 2009. 
Timetable for interim distribution:                                             
                                                2010                            
Last day to trade "cum" the interim              Friday, 12 March               
distribution                                                                    
Linked units commence trading "ex" the interim   Monday, 15 March               
distribution                                                                    
Record date to participate in the interim        Friday, 19 March               
distribution                                                                    
Payment date of the interim distribution         Tuesday, 23 March              
No dematerialisation or rematerialisation of Growthpoint linked unit            
certificates may take place between Monday, 15 March 2010 and Friday, 19 March  
2010, both days inclusive.                                                      
By order of the Board                                                           
Growthpoint Properties Limited                                                  
23 February 2010                                                                
Directors                                                                       
JF Marais (Chairman)                                                            
HSP Mashaba (Deputy Chairman)                                                   
LN Sasse* (Chief Executive Officer)                                             
EK de Klerk*                                                                    
MG Diliza                                                                       
PH Fechter                                                                      
L Finlay                                                                        
JC Hayward                                                                      
HS Herman                                                                       
R Moonsamy                                                                      
BPN Nkabinde                                                                    
SM Snowball*                                                                    
CG Steyn                                                                        
JHN Strydom                                                                     
FJ Visser                                                                       
*Executive                                                                      
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                                                     
www.growthpoint.co.za                                                           
Green Building Council                                                          
Property Loan Stock Association                                                 
Date: 24/02/2010 11:00:04 Produced by the JSE SENS Department.                  
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