| Tue 1 Nov 2011, 9:14 | | RIN - Redefine International - Reviewed Condensed Consolidated Results for the |
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RIN
RIN
RIN - Redefine International - Reviewed Condensed Consolidated Results for the
year ended 31 August 2011
Redefine International
(Incorporated in the Republic of South Africa)
(Registration number: 2010/009284/06)
JSE share code: RIN
ISIN Code: ZAE000149282
("RIN" or "the Company" and together with its subsidiaries "the Group")
REVIEWED CONDENSED CONSOLIDATED RESULTS
for the year ended 31 August 2011
Results
- Earnings available for distribution of GBP14,6 million (4,4% ahead of listing
forecast)
- Distribution of 2,09 pence per linked unit, an increase of 3,5% over the
interim distribution
- Total distribution of 4,11 pence per linked unit for the year
- Net asset value of 44,50 pence per linked unit (31 August 2010: 43,48 pence
per linked unit), after write off of reverse acquisition costs
- Headline earnings of 6,35 pence per linked unit
Corporate Highlights
- Successful reverse acquisition between subsidiary Redefine International plc
and Wichford P.L.C.
- Listing of combined entity on the Main Market of the London Stock Exchange
- Consolidated asset base in excess of GBP1 billion for the first time
- Placement of 45,8 million new linked units since listing (including 10,1
million post year-end) to raise GBP23,9 million
Acquisitions
- St George`s Shopping Centre in Harrow, UK, for GBP65,9 million
- Crowne Plaza Hotel in Reading, UK for GBP12,8 million
- Shareholding in Cromwell Property Group in Australia increased to 22,7% and
investment now an associate
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 August 2011
GROUP GROUP
Year ended 1 month period
31 August 31 August
2011 2010
GBP`000 GBP`000
Revenue
Gross rental income 26 823 1 475
Investment income 3 875 -
Other income 1 592 448
Total revenue 32 290 1 923
Expenses
Administrative expenses (899) (37)
Investment management and professional fees (4 688) (674)
Property operating expenses (2 368) (167)
Net operating income 24 335 1 045
Gain/(loss) from financial assets and 17 516 (1 305)
liabilities (including debentures)
Equity accounted (loss)/profit (1 749) 683
Impairment of loans to joint ventures (444) 15
Net fair value (loss)/gain on investment (10 627) 392
property
Amortisation and impairment of intangible (591) (31)
assets
Profit from operations 28 440 799
Interest income 8 175 379
Interest expense (25 312) (1 892)
Foreign currency gain/(loss) 9 (805)
Profit/(loss) for the year/period before 11 312 (1 519)
debenture interest
Debenture interest (14 580) -
Loss for the year/period before tax (3 268) (1 519)
Taxation (1 360) (3)
Loss for the year/period after tax (4 628) (1 522)
Other comprehensive income
Foreign currency translation on foreign 1 865 217
operations - subsidiaries
Foreign currency translation on foreign 4 882 (7)
operations - joint ventures
Total comprehensive income for the 2 119 (1 312)
year/period
(Loss)/profit attributable to:
RIN unit holders (3 612) (1 680)
Non-controlling interest (1 016) 158
(4 628) (1 522)
Total comprehensive income attributable to:
RIN unit holders 1 922 (1 470)
Non-controlling interest 197 158
2 119 (1 312)
Reconciliation of loss and headline
earnings/(loss)
Loss for the period attributable to RIN (3 612) (1 680)
unit holders
Debenture interest 14 580 -
Changes in fair value of investment 15 848 (180)
property and intangible assets
Fair value adjustment on debentures (4 881) 1 161
Headline earnings/(loss) attributable to 21 935 (699)
linked unit holders
Earnings available for distribution (not
reviewed)
Net operating income 24 335 1 045
Operating income from equity accounted 7 183 253
entities
Straightline rental income accrual 169 24
Non-distributable expenses (including 1 277 -
merger costs)
Acquisition costs on financial assets - 444
Gain on redemption of loans and borrowings 840 -
Interest income 8 175 379
Interest expense (23 791) (1 482)
Foreign exchange loss (283) (20)
Taxation (291) (3)
Effect of reverse acquisition 565 -
Earnings available for distribution 18 179 640
Attributable to non-controlling interest (3 599) (185)
Earnings available for distribution to 14 580 455
linked unit holders
Interim distribution (6 799) -
Available for distribution at 31 August 7 781 455
2011
Actual number of linked units/shares in 372 306 168 505
issue (`000)
Weighted number of linked units/shares in 345 686 168 505
issue (`000)
Basic earnings/(loss) per linked unit/share 3,17 (1,00)
(pence)*
Headline earnings/(loss) per linked 6,35 (0,41)
unit/share (pence)*
Earnings available for distribution per 4,11 0,27
linked unit/share (pence)
Interim distribution per linked unit/share 2,02 -
(pence)**
Year end distribution per linked unit/share 2,09 -
(pence)**
* The Company does not have any dilutionary instruments in issue.
** Calculated based on shares in issue at the date of distribution and at the
year end date respectively
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 August 2011
GROUP GROUP
31 August 31 August
2011 2010
GBP`000 GBP`000
ASSETS
Non-current assets
Investment property 986 654 227 675
Long-term receivables 104 080 48 160
Investments designated at fair 1 123 75 139
value
Intangible assets - 7 560
Investments in joint ventures 2 607 2 040
Investments in associates 104 680 18 923
Total non-current assets 1 199 144 379 497
Current assets
Trade and other receivables 23 716 13 233
Cash and cash equivalents 51 815 35 411
Total current assets 75 531 48 644
Total assets 1 274 675 428 141
EQUITY AND LIABILITIES
Capital and reserves
Share capital 33 15
Retained earnings (5 395) (1 680)
Non distributable reserve (7 833) (1 289)
Currency translation reserve 5 684 150
Total equity attributable to (7 511) (2 804)
equity shareholders
Non-controlling interest 106 383 35 631
Total equity 98 872 32 827
Non-current liabilities
Debenture capital 173 199 76 065
Loans and borrowings 810 958 159 344
Derivatives 6 824 4 529
Deferred taxation 2 239 -
Total non-current liabilities 993 220 239 938
Current liabilities
Loans and borrowings 117 041 134 196
Trade and other payables 49 251 19 602
Derivatives 16 291 1 578
Total current liabilities 182 583 155 376
Total liabilities 1 175 803 395 314
Total equity and liabilities 1 274 675 428 141
Net asset value per linked unit 44,50 43,48
(pence)
Number of linked units in issue 372 305 640 168 505 303
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 August 2011
GROUP GROUP
Year ended 1 month period
31 August 31 August
2011 2010
GBP`000 GBP`000
Cash flows from operating activities
Cash generated by operations 21 180 1 306
Interest paid (29 709) (1 292)
Taxation paid (152) (3)
Interest income 4 581 -
Distribution received 9 861 -
Net cash generated from operating 5 761 11
activities
Net cash (utilised in)/generated from (177 630) 940
investing activities
Net cash generated from financing 194 846 15 844
activities
Net movement in cash and cash equivalents 22 977 16 795
Effect of exchange rate fluctuations on 438 174
cash held
Restricted cash balance 11 431 -
Cash and cash equivalents at the beginning 16 969 -
of the year/period
Net cash and cash equivalents at the end of 51 815 16 969
the year/period
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 August 2011
Non- Currency
Share Retained distributable translation
capital earnings reserve reserve
GBP`000 GBP`000 GBP`000 GBP`000
Balance at 1 - - - -
August 2010
Total loss for the - (1 680) - -
period
Foreign currency - - - 150
translation effect
Total - (1 680) - 150
comprehensive
income for the
period
Shares issued 15 - - -
Acquisition of - - (990) -
RIHL
Dilution of non- - - (299) -
controlling
interest
Decrease in non- - - - -
controlling
shareholders`
loans
Balance at 31 15 (1 680) (1 289) 150
August 2010
Balance at 1 15 (1 680) (1 289) 150
September 2010
Total loss for the - (3 612) - -
period
Foreign currency - - - 5 534
translation effect
Total - (3 612) - 5 534
comprehensive loss
for the period
Shares issued 18 - - -
Group acquisition - (103) - -
of non-controlling
interest
Acquisition of - - (3 028) -
RIHL
Dilution of non- - - (3 516) -
controlling
interest
Issue of capital - - - -
instrument by RIHL
Shares issued to - - - -
non-controlling
shareholders
Dividends paid to - - - -
non-controlling
shareholders
Contributions from - - - -
non-controlling
shareholders
Balance at 31 33 (5 395) (7 833) 5 684
August 2011
Total
attributable Non-
to equity controlling Total
shareholders interest equity
GBP`000 GBP`000 GBP`000
Balance at 1 August - - -
2010
Total loss for the (1 680) 158 (1 522)
period
Other comprehensive 150 60 210
income for the
period
Total comprehensive (1 530) 218 (1 312)
income for the
period
Shares issued 15 - 15
Acquisition of (990) 35 124 34 134
Redefine
International plc
Dilution of non- (299) 299 -
controlling
interest
Decrease in non- - (10) (10)
controlling
shareholders` loans
Balance at 31 (2 804) 35 631 32 827
August 2010
Balance at 1 (2 804) 35 631 32 827
September 2010
Total loss for the (3 612) (1 016) (4 628)
period
Foreign currency 5 534 1 213 6 747
translation effect
Total comprehensive 1 922 197 2 119
loss for the period
Shares issued 18 - 18
Group acquisition (103) (326) (429)
of non-controlling
interest
Acquisition of (3 028) 1 678 (1 350)
stake in Redefine
International plc
Dilution of non- (3 516) 3 516 -
controlling
interest
Issue of capital - 13 768 13 768
instrument by RIHL
Shares issued to - 50 401 50 401
non-controlling
shareholders
Dividends paid to - (3 239) (3 239)
non-controlling
shareholders
Contributions from - 4 757 4 757
non-controlling
shareholders
Balance at 31 (7 511) 106 383 98 872
August 2011
COMMENTARY
Introduction
RIN was listed on the JSE as a property loan stock company on 7 September 2010
and holds as its main asset a controlling 67,01% shareholding in Redefine
International P.L.C. ("RI PLC") as at 31 August 2011 (67,37% as at 1 November
2011). Each linked unit in RIN effectively equates to one share in RI PLC.
Background to RI PLC
RI PLC is a property investment company with exposure to a broad range of
properties and geographical areas and is listed on the Main Market of the
London Stock Exchange. It is domiciled in the Isle of Man and has investments
in the UK, Germany, Switzerland, the Channel Islands, the Netherlands and
Australia.
The Group`s strategy is focused on delivering sustainable and growing income
returns through investment into income yielding assets let to high quality
occupiers on long leases. Development exposure is generally limited to asset
management and ancillary development of existing assets in order to enhance and
protect capital values. The Group distributes the majority of its earnings
available for distribution on a semi-annual basis, providing investors with
attractive income returns and exposure to capital growth opportunities.
RI PLC acquires real estate investments in large, well developed economies with
established and transparent real estate markets. The investment portfolio is
geographically diversified across the UK, Europe and Australia providing
exposure to the retail, office, industrial and hotel sectors.
Reverse acquisition of Wichford
On 13 July 2011, the Boards of Wichford P.L.C. ("Wichford") and Redefine
International plc (subsequently renamed Redefine International Holdings
Limited) ("RIHL") announced that they had reached agreement in terms of which
Wichford made an all share offer ("the offer") for the entire issued ordinary
share capital of RIHL ("the reverse acquisition"). The transaction was deemed
to be a reverse acquisition of Wichford by RIHL due to the fact that RIHL was
deemed to control the combined group. The legal parent of the combined group
Wichford subsequently changed its name to Redefine International P.L.C. RIHL
shareholders received 7,2 Wichford shares for each RIHL share. The share
register was then consolidated on the basis of 1 new share for every 7,2 shares
held.
On 22 August 2011, RI PLC announced that the reverse acquisition had become
unconditional in all respects and on 23 August 2011 RI PLC announced the
admission of 543 890 859 RI PLC ordinary shares of 7,2 pence to the London
Stock Exchange ("LSE"). Following further acceptances of the offer and the
final squeeze out of non-controlling shareholders in RIHL, a total of 567 643
792 RI PLC shares are in issue as at 1 November 2011.
RI PLC now owns a property portfolio well diversified by sector and geography,
and which includes, inter alia, office and industrial properties, shopping
centres and hotels. The combined income streams of Wichford and RIHL have
diversified the pre-reverse acquisition risk within Wichford`s portfolio which
has significant exposure to UK government tenants and hence could be subject to
the UK Government`s recently announced austerity and rationalisation plans. The
commitment by Redefine Properties Limited ("Redefine Properties") through RIN
to support its share of a capital raising of up to GBP100 million will also
significantly enhance the ability to refinance Wichford`s Delta and Gamma
facilities which fall due in October 2012.
Chairman`s statement
The 2011 financial year has been a significant year for the Group. It started
with the listing of the Company on the JSE and ended with the reverse
acquisition of Wichford by RIHL and the admission of the combined entity to the
Premium Segment of the Official List of the UK Listing Authority and to trading
on the LSE`s Main Market for listed securities.
The reverse acquisition was completed with minimum disruption with the only
negative being the performance ofRI PLC`s share price on the LSE. Although
disappointing, this was primarily due to the exclusion of RI PLC from the FTSE
All Share and FTSE 250 indices. This led to index tracker funds disposing of
their holdings in an indiscriminate manner, which together with the current
state of global equity markets, caused significant instability in the RI PLC
share price.
It is however pleasing to note that the performance of the Company`s linked
unit on the JSE has been solid and it continues to trade at a significant
premium to the underlying RI PLC share price. In order to attempt to eliminate
this price discrepancy, RI PLC announced on 1 November 2011 that it is
considering selective share buybacks in accordance with the existing
shareholder authority granted at the RI PLC AGM held on 27 January). The
authority will be exercised after careful consideration by the RI PLC Board, as
and when conditions are favourable, with a view to enhancing earnings per share
and/or net asset value per share. Shares acquired will be held in Treasury and
details of all transactions will be announced to the market.
During the period under review significant new equity was raised to expand the
asset base of the Group and with assets under control now exceeding GBP1,2
billion, it has become a recognised mid-tier international property investment
company. The Group will continue to expand its capital base to grow, strengthen
and further diversify its investment portfolio to meet its stated objective of
providing a secure and growing income stream to unit holders.
I would like to thank the Investment Adviser and all our service providers for
their dedication and hard work during this busy period for the Group. My thanks
also go to John Ruddy and Michael Farrow who retired as directors during the
year, and I would like to welcome Greg Heron, who was appointed as a non-
executive director in August 2011.
RI PLC`s results
The results for the period ended 31 August 2011 have been released
simultaneously with these results and can be viewed on the website
www.redefineinternational.com or on the JSE`s SENS or the LSE`s Regulatory News
Service ("RNS"). Unit holders will be able to obtain full financial information
and commentary on the performance of RI PLC for the period ended 31 August 2011
by referring to these results.
UK Stable Income
Market conditions outside of London remained challenging with limited occupier
demand and excess availability in many regional office markets. As a
consequence, investment demand remained weak for all but the most secure
property let on long-term leases. The UK Government`s Comprehensive Spending
Review ("CSR") is having a noticeable impact on occupational demand and lease
terms in regional markets dominated by government occupiers. While the Group`s
government-tenanted portfolio is dominated by occupiers undertaking `core`
government functions, many of which are public facing, near-term renewals and
re-lettings will be challenging and some increase in vacancy is anticipated.
The UK Stable Income portfolio suffered a 7,9% like-for-like decline in values
but provided stable income returns supported by the exceptional covenant
strength of its tenant and occupier base. Occupancy remained high at 95% after
the impact of a lease surrender of 89,636 square feet at Sapphire House,
Telford in return for a significant surrender premium.
UK Retail
The Group`s UK Retail portfolio (including properties held in joint ventures)
consists of five sub-regional shopping centres which dominate their catchment
areas and a town centre redevelopment scheme located in Crewe. The centres have
generally performed well and delivered consistent returns against a backdrop of
severe stress in the retailing environment, caused by low consumer confidence,
weak economic conditions and the impact of technology on shopping patterns.
With retailing in the UK under pressure retailers are looking to consolidate
through larger shop units in superior locations. The high street is set to lose
out in this rush to quality with leisure (cinema and restaurant) components
becoming an increasingly important element in the overall retail mix.
Increased pressure is also being put on landlords to reduce rentals and service
charges and provide more flexible lease terms. The Group is working with
retailers in a positive manner to reduce occupational costs.
The knock on effect of reduced demand has caused numerous retailer
administrations and Company Voluntary Arrangements. The Group is fortunate
however that no single retail failure has had a significant impact on any of
its shopping centres, and where a tenant failure has occurred replacement
tenants have been secured without undue income loss.
The Group has succeeded in maintaining footfall through its portfolio and with
a void rate of less than 3% by area it has managed to retain its tenants.
UK Retail at a glance
Market value GBP257,9 million Occupancy (by area) 97,4%
Annualised gross rental income ERV GBP21,5 million
GBP21,36 million
Footfall1 30,1 million Footfall % change 2010/20111 (0,9%)
Net initial yield 7,3% Lettable area (`000) 1 590 sq ft
Figures assume 100% ownership of property assets
1 Excludes Crewe
The two major initiatives during the period have been the purchase of St
George`s Mall in Harrow and the initiation of the redevelopment of the
Birchwood Shopping Centre in Warrington.
Hotels
The Group owns six hotel properties branded as Holiday Inn, Holiday Inn Express
and Crowne Plaza, five of which are located in Greater London and one in the
South East.
The Greater London hotel market was buoyant throughout the period with average
occupancy levels of 82,1%, up 0,7% on 2010 and revenue per available room of
GBP106,7 up 10,1% on 2010. The Group`s tenant performed in line with these
figures for the period under review. Whilst a fixed lease is in place with the
hotel operator, the Group should benefit through EBITDA based rental growth
going forward.
Europe
Against a backdrop of significant macro-economic instability, the European
Portfolio has performed strongly at an operating level with occupancy levels of
100% and consistent cash flows from rental income. The Swiss portfolio
benefited from a strong appreciation of the Swiss Franc to Sterling over the
period.
Seven lease extensions in Germany, ranging from 10 to 15 years, were entered
into during the period with anchor tenants such as Lidl and Kik. Further lease
extensions are at an advanced stage of negotiations.
The German portfolio provides exposure to one of Europe`s strongest economies
which is anticipated to perform well relative to other European countries.
The Group will look for opportunities to exit non-core properties acquired in
the reverse acquisition process in order to rationalise the European Portfolio
and reduce gearing levels. The strategy going forward will focus on simple
format discount retailers and DIY stores which have proved defensive and have
provided consistent income returns.
Key asset management activities during the period relating to the above
segments are fully detailed in the RI PLC results announcement.
Cromwell
Cromwell Property Group ("Cromwell") is an internally managed Australian Real
Estate Investment Trust (A-REIT) with a property investment portfolio in excess
of AUD1,4 billion (GBP900 million), together with a funds management business
that promotes and manages unlisted property investments. Cromwell has an
enviable track record of developing and owning high quality investment products
whilst delivering consistent returns to investors. It has approximately AUD1,8
billion (GBP1,18 billion) of assets under management and manages 27 commercial,
industrial and retail properties throughout Australia.
Cromwell trades on the Australian stock exchange as a stapled security
comprising Cromwell Corporation Limited (which manages the funds management
brand and the property operations) and Cromwell Diversified Property Trust
(which owns the AUD1,4 billion property portfolio). Cromwell distributes over
95% of the earnings from its property portfolio. The portfolio occupancy stands
at 99,6% and has one of the longest unexpired weighted-average lease lengths
(6,8 years at 30 June 2011) in the A-REIT sector.
On 2 March 2011 RI PLC exercised its option to acquire a further 35 000 000
stapled securities in Cromwell and increased its shareholding from 19,6% to
22,2%. The increase in shareholding, together with Michael Watters joining the
board of Cromwell, resulted in the investment being deemed to be an associate
entity and equity accounted rather than being carried at fair value as it was
in the prior year. The transaction consolidated RI PLC`s position as Cromwell`s
largest shareholder, and the Group has since increased its shareholding to
22,7%. The investment in Cromwell provides a healthy diversification of assets
and Cromwell`s income-focused portfolio is in line with the Group`s strategy.
Cromwell has an excellent management team and an outstanding portfolio of
assets; these should result in strong returns.
In addition to the strong returns produced by the underlying business, the
return on the Cromwell investment has been bolstered by the weakening of
Sterling to the Australian Dollar. Should Sterling strengthen and remain
relatively stronger, a portion of this gain will reverse.
Further details on Cromwell`s performance and outlook are set out in the RI PLC
results announcement.
Portfolio overview by business segment
Business segments - values
Lettable Segmental Net
area Market split by initial
Properties sq ft value value yield
Number `000`s GBP`million % %
UK Stable Income 135 3 723 503,3 40,7 7,5
UK Retail 6 1 590 257,9 20,9 7,3
Hotels 6 268 123,4 10,0 7,1
Europe 37 1 971 248,5 20,1 7,3
Cromwell n/a n/a 102,5 8,3 8,2
Total investment 184 7 552 1 235,6 100,0 7,7
portfolio
Notes:
1. Cromwell reflects share of market value
2. Cromwell`s portfolio consists of 21 assets with a market value of AUD1,444.9
million as at June 2011
3. Figures assume 100% ownership of property assets
Business segments - income
Weighted
average
Annualised unexpired Indexation
gross Average lease Occupancy and fixed
income rent per term % increases
GBP sq ft years by area %
million
UK Stable Income 40,0 10,7 8,0 95,0 54,6
UK Retail 21,4 13,4 11,7 97,4 5,5
Hotels 9,3 34,7 14,3 100,0 -
European 20,0 10,1 8,3 100,0 100,0
Cromwell 10,0 n/a 6,8 99,6 75,0
Total investment 100,7 13,3 9,3 97,0 32,1
portfolio
Notes:
1. Cromwell income reflects last quarterly dividend of 1,75 Australian cents
annualised
2. Total vacancy excludes Cromwell
3. Figures assume 100% ownership of property assets
Business segments - valuation movement
Valuation
movement
Market (six months
Proportion value ended Valuation
of portfolio 31 August 31 August movement
by value 2011 2011) 12 months
% GBP % %
million
UK Stable Income 40,3 497,7 (4,0) (7,9)
UK Retail 15,7 193,9 - (2,8)
Hotels 0,0 - - -
European 18,5 228,3 2,5 4,7
Cromwell 6,9 84,8 (0,4) 13,4
Total like-for-like 81,4 1 004,7 (1,3) (2,7)
portfolio
Acquisitions 18,6 230,9 6,6 4,5
Total investment 100,0 1 235,6 (0,8) (1,4)
portfolio
Note:
1. Acquisitions reflect purchase price excluding acquisition costs
Portfolio overview by sector
Property sectors at 31 August 2011
Market Lettable Net rental
values Occupancy area sq ft income
GBP % (000`s) GBP
million million
Retail 374,8 98,3 2 524 27,6
Offices 593,2 95,3 3 938 48,0
Industrial 41,0 100,0 816 3,0
Hotels 123,4 100,0 268 9,3
Other 0,7 100,0 6 1,0
Total 1 133,1 97,0 7 552 88,9
Notes:
1. Excludes Cromwell
2. Figures assume 100% ownership of property assets
Earnings available for distribution
Earnings available for distribution exclude any capital and one-off items and
the figure is used by the Board as its measure of underlying earnings
performance. The loss attributed to RIN unit holders of GBP3,6 million is after
the accrual of debenture interest, which represents the earnings available for
distribution for the 12 months ended 31 August 2011. The fair value losses on
investment property, as well as unrealised losses on interest rate derivatives
and foreign currency translations are the primary reconciling items between
earnings available for distribution and the IFRS net loss attributable to RIN
unit holders.
Financing and capital
The Group`s nominal value of its senior debt facilities and working capital
facility at 31 August 2011 was GBP864,5 million, and GBP904,6 million including
its attributable share of debt in subsidiaries and joint ventures. Overall
gearing levels and weighted average maturities have been influenced by the take-
on of Wichford`s shorter term debt maturity profiles, however there is a
strategy for dealing with each of these shorter maturities, including a
substantial capital commitment from the Company`s largest unit holder, Redefine
Properties Limited, to support its share of a GBP100 million capital raising
before October 2012. The Group`s weighted average debt maturity is 4,2 years
and 4,6 years on a see through basis.
The Group is in the process of reviewing all options related to the GBP314,3
million Delta and Gamma facilities ahead of the October 2012 maturity date. A
process of identifying new sources of finance as well as restructuring options
is underway. A similar exercise is being performed to resolve the VBG 1 and VBG
2 facilities. The current low interest rate environment presents opportunities
to refinance at attractive rates; although a rigorous approach will be taken to
assess unit holder returns on any new equity commitments.
As at 31 August 2011 the Malthurst portfolio was ungeared. A new GBP11,8
million facility was put in place on 30 September 2011 with a five year term at
an all-in rate of 4,19%. The loan reflects an LTV of 49,3%, in line with the
Group`s strategy of reducing LTVs, and has allowed the Group to take advantage
of the current low interest rate environment.
The Board remains committed to improving the level of gearing across the
portfolio and the proposed capital raising will significantly increase the
refinancing options available to the Group. In limited cases, financial
covenants are exceeded and where this occurs the Group will work with lenders
to rectify the breaches on a reasonable basis.
Significant effort is being directed to achieving a stable and sustainable
capital structure and to reaping the benefits associated with that.
Fair value adjustment on debentures
Each linked unit comprises one share and one debenture. The debentures have
been designated at fair value through profit or loss.
Debentures are adjusted to fair value which represents the net asset value of
RI PLC attributable to debenture holders. As one linked unit in the Company
effectively equates to one share in the Company`s subsidiary, RI PLC, the fair
value of one debenture is determined by reference to the cum dividend net asset
value of one RI PLC share as at 31 August 2011. Debentures are reflected in the
statement of financial position as follows:
31 August 31 August
2011 2010
GBP`000 GBP`000
Opening balance 76 065 -
Debentures issued at par value 90 047 73 718
Premium on debentures issued 11 968 1 186
Fair value adjustment (4 881) 1 161
Closing balance 173 199 76 065
Prospects and strategy
Following a year of substantial change, the 2012 financial year is set to be
one of consolidation and positioning of the Group for future growth. The
integration with Wichford has progressed well and identified cost savings will
be fully achieved in the next financial year. With an asset base of over GBP1,2
billion, the Group has become a significant player in the listed real estate
sector and will look to leverage off this base to improve access to capital and
debt, and to take advantage of investment opportunities.
There have been a number of covenant breaches within the Group during the
period and a number of facilities are due to be refinanced over the next 12
to18 months. Planning for the refinancing of the debt facilities acquired from
Wichford is underway and is anticipated to result in a rationalised government
portfolio through a refinancing of a core portfolio of assets and part disposal
of the balance.
The intention, as set out at the time of the reverse acquisition, is to
undertake a capital raising during the course of 2012 to partly support a
refinancing and to provide capital for identified and secured investment
opportunities. Disposals of assets with limited growth potential or significant
re-letting risk will be targeted to strengthen the lease length profile and
improve the overall quality of the portfolio. Following negotiations with the
servicer, it is likely that the VBG2 assets will be sold which will remove the
refinancing requirement and enhance the overall leverage ratios of the Group.
While the current economic and financial markets present real risks, investment
opportunities for, inter alia, hotels, shopping centres and German retail units
are once again looking attractive. Cromwell continues to go from strength to
strength and the Company will look to support the growth of its associate when
the opportunity arises.
The new financial year presents a number of challenges but with a clear
strategy to strengthen the balance sheet and enhance the Group`s portfolio, it
is well positioned for the future.
1) Basis of preparation
These reviewed condensed consolidated results of the Group for the year ended
31 August 2011 comprise the Company and its subsidiaries (together referred to
as the "Group"). They are presented in pound sterling which is the functional
currency of the Company and are rounded to the nearest thousand. The
preparation of the results was supervised by the Finance Director, Andrew
Rowell CA(SA). KPMG Inc, the Group`s auditor, has reviewed the preliminary
financial statements. The auditors` review report is available for inspection
at the Company`s registered office.
These condensed consolidated results have been prepared in accordance with the
recognition and measurement criteria of International Financial Reporting
Standards ("IFRS") and the AC500 Series issued by the Accounting Practice Board
and are presented in accordance with the minimum content, including disclosures
prescribed by IAS 34 Interim Financial Reporting applied to year end reporting,
and the Companies Act of South Africa.
The preparation of financial statements requires management to make judgments,
estimates and assumptions that affect the application of policies and reported
amounts of assets and liabilities. In preparing these condensed consolidated
financial statements, the significant judgments made by management in applying
the Group`s accounting policies and the key sources of estimation uncertainty
were the same as those that applied to the audited consolidated financial
statements of the Group as at and for the period ended 31 August 2010, except
as noted below:
The following standards/amendments to standards were adopted by the Group
during the period:
Amendment to IAS 24 - Related Party Disclosures
This amendment simplifies the definition of a related party, clarifying its
intended meaning and eliminating inconsistencies from the definition. It also
provides a partial exemption from the disclosure requirements for government-
related entities. The remainder of the amendment impacts upon the disclosure of
certain related party relationships, transactions and outstanding balances
including commitments in the financial statements of the Group.
Amendment to IAS 32 - Financial Instruments: Presentation - Classification of
rights issues
The amendment which is effective for annual periods beginning on or after 1
February 2010, states that if rights issues are issued by an entity pro rata to
all existing shareholders in the same class for a fixed amount of currency,
they should be classified as equity regardless of the currency in which the
exercise price is denominated. This amendment did not have any impact on the
Group`s financial statements but may do so in the future.
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
This IFRIC which is effective for annual periods beginning on or after 1 July
2010, clarifies the requirements of IFRSs when an entity renegotiates the terms
of a financial liability with its creditor and the creditor agrees to accept
the entity`s shares or other equity instruments to settle the financial
liability fully or partially. This amendment did not have any impact on the
Group`s financial statements but may do so in the future.
Improvement to IFRSs May 2010
In May 2010, the IASB issued its third edition of amendments to its standards,
primarily with a view to removing inconsistencies and clarifying wording.
The adoption of the following amendments resulted in changes to accounting
policies, but did not have any impact on the financial position or performance
of the Group.
- IFRS 3 Business Combinations: The measurement options available for non-
controlling interest ("NCI") have been amended. Only components of NCI that
constitute a present ownership interest that entitles their holder to a
proportionate share of the entity`s net assets in the event of liquidation
shall be measured at either fair value or at the present ownership instruments`
proportionate share of the acquiree`s identifiable net assets. All other
components are to be measured at their acquisition date fair value.
- IFRS 7 Financial Instruments - Disclosures: The amendment to IFRS 7 clarifies
the required level of disclosure about credit risk and collateral held and
provides relief from disclosures previously required regarding renegotiated
loans.
- IAS 1 Presentation of Financial Statements: The amendment clarifies that an
option to present an analysis of each component of other comprehensive income
may be included either in the statement of changes in equity or in the notes to
the financial statements.
Other amendments resulting from Improvements to IFRSs did not have any impact
on the accounting policies, financial position or performance of the Group.
Restructured debt
A financial liability is derecognised when it is extinguished (i.e. it is
discharged, cancelled or expires) which may happen when a payment is made to
the lender, the borrower legally is released from primary responsibility for
the financial liability or where there is an exchange of debt instruments with
substantially different terms or a substantial modification of the terms of an
existing debt instrument.
Any difference between the carrying amount of the original liability and the
consideration paid is recognised in profit or loss. The consideration paid
includes non-financial assets transferred and the assumption of liabilities,
including the new modified financial liability. Any new financial liability
recognised is measured initially at fair value. Any costs or fees incurred are
recognised as part of the gain or loss on extinguishment and do not adjust the
carrying amount of the new liability. Any difference between the carrying
amount of the original liability and the consideration paid is recognised in
profit or loss. The consideration paid includes non-financial assets
transferred and the assumption of liabilities, including the new modified
financial liability. Any new financial liability recognised is measured
initially at fair value. Any costs or fees incurred are recognised as part of
the gain or loss on extinguishment and do not adjust the carrying amount of the
new liability.
Finance leases
Finance leases, which are the ground rents payable to the superior landlord on
leasehold properties, are capitalised at the inception of the lease at the fair
value of the leased property or, if lower, at the present value of the minimum
lease payments. Lease payments are apportioned between the finance charges and
the reduction of the lease liability so as to achieve a constant rate of
interest on the remaining balance of the liability. Finance charges are charged
through profit or loss as they arise.
Service charges
Where the Group invoices service charges, these amounts are not recognised as
income as the risks in relation to the provision of these goods and services
are primarily borne by the Group`s customers. Any servicing expenses suffered
by the Group are included within property operating expenses in the statement
of comprehensive income.
New standards and interpretations not yet adopted
The Directors have considered all IFRSs and interpretations that have been
issued, but which are not yet effective and are currently assessing whether
they will have a significant impact on how the results of operations and
financial position of the Group are prepared and presented.
2) Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with IFRS requires the
use of judgements and estimates that affect the reported amounts of assets and
liabilities at the reporting date and the reported amounts of revenues and
expenses during the period reported. Although these estimates are based on the
Directors` best knowledge of the amount, event or actions, actual results may
differ from those estimates.
The principal areas where such judgements and estimates have been made are:
Application of the going concern basis of accounting
These financial statements have been prepared on a going concern basis as the
Directors consider this the most appropriate basis.
After considering the relevant factors, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operation for
the foreseeable future.
The principal issues the Board considered in their enquiries included, inter
alia, the maturity of the Delta and Gamma Facilities in October 2012, the
maturity of the VBG2 facility in May 2011, the maturity of the VBG1 facility in
January 2012 and the maturity of the Crewe facility in November 2011.
Following the conclusion of the reverse acquisition the Group`s capital
structure improved benefiting from RIHL`s attractive long term facilities as
well as a commitment from its major shareholder to support a proposed capital
raising of their share of up to GBP100 million (i.e. GBP67 million), the
Directors are confident that the maturity of the Delta and Gamma facilities
will be addressed.
With regard to both the VBG1 and VBG2 facilities the Board is confident that
these facilities will not be required to be repaid at maturity. The Board notes
that these facilities are ring-fenced with no recourse to any other assets
pledged to other Group facilities. There can be no certainty as to the outcome
of current negotiations or the market testing exercises requested by the
servicer on VBG2, however the Board remains of the view that there would be no
impact on the continued operations of the Group.
Credit approval has been obtained to extend the Crewe facility for four months
while approval is sought for a longer term restructuring solution. The Board
notes that this facility is ring-fenced with no recourse to any other assets
pledged to other Group facilities. There can be no certainty that agreement
will be reached on restructuring the facility but the Board is of the view that
this will not impact the continued operations of the Group.
The Board has a reasonable expectation that the Company and Group have adequate
resources to continue in operation for the foreseeable future and so the
financial statements have been prepared on a going concern basis of accounting.
Investment property valuation
The Group uses the valuation performed by its independent valuers as a fair
value of its investment properties. The valuation is based upon assumptions
including estimated rental values, future rental income, anticipated
maintenance costs, future development costs and appropriate discount rates. The
valuers also make reference to market evidence of transaction prices for
similar properties.
Determination of the fair value of the liabilities of Wichford on acquisition
In determining the fair value of Wichford financing, consideration has been
given to the non-recourse nature of the loans, the remaining duration of the
financing and the current cost of funding for similar transactions.
Taxation
The Group is exposed to the risk of changes to tax legislation in the various
countries in which the Group operates. It is also exposed to different
interpretations of tax regulations between the tax authorities and the Group.
As a property loan stock company in South Africa, RIN distributes all of its
earnings on the basis that the debenture interest is tax deductible. The
wording of current taxation legislation is such that there is an alternative
view. The Board has taken advice on the matter from its legal advisors and on
the basis of the advice received believes that the deduction of debenture
interest is appropriate.
Should the debenture interest not be deductible for tax purposes the consequent
tax liability as at 31 August 2011 would amount to between GBP1,3 million and
GBP1,5 million.
Deferred taxation
The Group considers that the value of the property portfolio is likely to be
realised by both the sale and the use over time. The Group bases its deferred
taxation provision on the assumption that the residual value of the investment
properties is not less than the present value as provided by its external
valuers.
The Group makes an initial estimate of the length of time that each property
will be held in order to determine the initial recognised exemption for both
the in use and on sale elements for each property. Periodically the Group will
review the length of time for which each property will continue to be held and
this can be significantly different from the residual of the time from the
initial estimate.
The resulting provision, being subject to assumptions on the length of the time
that each property will be held by the Group which can change over time, can
lead to significantly different results for each property from one period to
another.
The recoverability of any deferred tax asset is assessed and, where it is
thought unlikely that a recovery will be made, is not included in the Group`s
provision.
3) Segmental reporting
The Group`s identified reportable segments are set out below. These segments
are generally managed by separate management teams. During the twelve month
period ended 31 August 2011, the Group acquired six hotel properties. The hotel
properties are managed by a separate management team and represent a new
segment within the Group. As required by IFRS 8 Operating Segments, the
information provided to the Board of Directors, who are the Chief Operating
Decision Makers, can be classified in the following segments:
UK Stable Predominantly UK offices, but includes petrol filling
Income: stations, Kwik-Fit centres, retail and residential
units.
UK Retail: Major UK shopping centres.
Europe: Consists of the Group`s properties in Continental
Europe, located in Germany, Switzerland and the
Netherlands.
Hotels: Consists of all the Group`s hotel properties. The
hotels are let to Redefine Hotel Management Limited on
a fixed rental basis with annual reviews based on
EBITDA.
Cromwell: Relates to the Group`s investment in the Cromwell
Property Group, Australia.
Relevant revenue, assets and capital expenditure information is set out below:
UK Stable UK
Income Retail Europe Hotels
GBP`000 GBP`000 GBP`000 GBP`000
At 31 August 2011
Rental income 3 965 10 656 5 816 6 386
Investment income - - - -
Net fair value (loss)/gain on (354) (8 485) (2 298) 510
investment property
Gain/(loss) from financial 3 479 519 816 (2 225)
assets and liabilities
Equity accounted loss 173 (2 137) 473 -
Impairment of loans to joint (444) - - -
ventures
Interest income 2 316 3 348 - 2 397
Interest expense - bank debt (1 204) (8 400) (2 270) (2 460)
Property operating expenses (102) (1 896) (303) (67)
Investment property 467 426 82 796 312 657 123 775
Investments designated at 361 592 170 -
fair value
Investments in joint ventures 823 - 1 784 -
Investment in associates - - - -
Loans and receivables 29 889 42 804 - 31 387
Borrowings - bank loans (378 793) (139 818) (186 511) (75 778)
At 31 August 2010
Rental income 343 777 355 -
Net fair value gains/(losses) 100 295 (3)
on investment property
Losses from financial assets (535) (253) -
and liabilities
Equity accounted losses (26) - (99) -
Impairment of loans to joint 15 - - -
ventures
Interest income 161 185 - -
Interest expense (199) (685) (177) -
Property operating expenses (9) (120) (38) -
Investment property 58 913 114 439 54 323 -
Investments designated at 362 - - -
fair value
Investments in joint ventures 650 - 1 391 -
Investment in associates - - -
Loans and receivables 31 426 16 734 -
Borrowings - bank loans (132 256) (133 654) (33 737) -
Wichford Cromwell Total
GBP`000 GBP`000 GBP`000
At 31 August 2011
Rental income - 26 823
Investment income - 3 875 3 875
Net fair value - - (10 627)
(loss)/gain on
investment property
Gain/(loss) from - 10 046 12 635
financial assets and
liabilities
Equity accounted loss (2 885) 2 627 (1 749)
Impairment of loans - - (444)
to joint ventures
Interest income - - 8 061
Interest expense - - (727) (15 061)
bank debt
Property operating - - (2 368)
expenses
Investment property - - 986 654
Investments - - 1 123
designated at fair
value
Investments in joint - - 2 607
ventures
Investment in - 104 680 104 680
associates
Loans and receivables - - 104 080
Borrowings - bank - (17 344) (798 244)
loans
At 31 August 2010
Rental income - - 1 475
Net fair value - - 392
gains/(losses) on
investment property
Losses from financial - 644 (144)
assets and
liabilities
Equity accounted 808 - 683
losses
Impairment of loans - - 15
to joint ventures
Interest income - - 346
Interest expense - - (1 061)
Property operating - - (167)
expenses
Investment property - - 227 675
Investments - 74 777 75 139
designated at fair
value
Investments in joint - - 2 041
ventures
Investment in 18 923 - 18 923
associates
Loans and receivables - - 48 160
Borrowings - bank - - (299 647)
loans
ii. Reconciliation of reportable segment profit or loss
31 August 31 August
2011 2010
GBP`000 GBP`000
Rental income
Total rental income for reported segments 26 823 1 475
Profit or loss
Investment income 3 875 -
Net fair value (loss)/gain on investment (10 627) 392
property
Gain/(loss) from financial assets and 12 635 (144)
liabilities
Equity accounted (loss)/gain (1 749) 683
Impairment of loans to joint ventures (444) 15
Interest income 8 061 346
Interest expense (15 061) (1 061)
Property operating expenses (2 368) (167)
Total gain per reportable segments 21 145 1 539
Other profit or loss - unallocated amounts
Other income 1 592 448
Gain/(loss) from financial assets and 4 881 (1 161)
liabilities
Administrative expenses (899) (37)
Investment management and professional fees (4 688) (674)
Amortisation of intangible assets (591) (31)
Interest income 114 33
Interest expense (10 251) (831)
Debenture interest (14 580) -
Foreign exchange gain/(loss) 9 (805)
Consolidated profit/(loss) before tax (3 268) (1 519)
4) Business combination
On 13 July 2011 the Boards of Wichford and RIHL announced that they had reached
agreement on the terms of a reverse acquisition. In terms of which Wichford
made a recommended all share offer ("the offer") for the entire issued ordinary
share capital of RIHL ("the reverse acquisition"). Under the terms of the offer
RIHL shareholders received 7,2 Wichford shares for each RIHL share. The share
register was then consolidated with 1 new share for every 7,2 shares held.
Following the adoption of reverse acquisition accounting in accordance with
IFRS, RIHL has been identified as the accounting acquirer.
Following the reverse acquisition, the cancellation of RIHL`s previously equity
accounted investment in Wichford and the subsequent issue of ordinary shares to
the RIHL shareholders, RIN became the majority shareholder RI PLC with a
shareholding of approximately 65,59%. Non-controlling interest shareholders in
RIHL hold approximately 14,07% and previous Wichford shareholders (other than
RIHL shareholders) hold approximately 20,34% of the shares in the RI PLC.
a) Consideration transferred
In accordance with IFRS 3.B20, the consideration transferred by RIHL to the RI
PLC is based on the number of shares RIHL would have had to issue to give the
shareholders of RI PLC the same percentage equity interest in the combined
entity that results from the reverse acquisition, i.e. a 20,34% equity
interest:
Previous shareholding of RI PLC GBP831 323 584 20,3
Shares deemed to be issued to all RIHL GBP3 255 711 79,7
shareholders 718
4 087 035 302
Number of issued shares in RIHL GBP452 182 183 79,7
Hypothetical shares to be issued to 115 461 609 20,3
reflect the same percentage as above
Share price as at 23 August 2011 (pence 45,5
per RIHL share)
Value of shares to be issued to reflect 52 535
the same percentage as above (GBP`000)
2011 2010
GBP`000 GBP`000
Value of 115 461 609 RIHL shares at share 52 535
price of 45,5 pence per share on 23
August 2011
Total consideration 52 535
b) Identifiable assets acquired and liabilities assumed
Investment property 546 900
Trade and other receivables 3 769
Cash and cash equivalents - unrestricted 32 340
Cash and cash equivalents - restricted 7 605
Loans and borrowings (487 894)
Derivative financial instruments (18 704)
Deferred tax (1 616)
Trade and other payables (15 342)
Total identifiable net assets 67 058
c) Goodwill
Goodwill was recognised as a result of
the acquisition as follows:
Total consideration transferred 52 535
Fair value of existing interest in the 14 539
Company
Fair value of identifiable net assets (67 058)
Goodwill 16
Goodwill was impaired in the statement of comprehensive income as no lasting
economic benefits could be attributed to the goodwill.
The financial statements have been prepared assuming an acquisition date of 31
August 2011, with the statement of comprehensive income reflecting the income
and expenses of RIHL only for the 12 months ended 31 August 2011. If the
acquisition had occurred on 1 September 2010, management estimates that
consolidated revenue would have been GBP68,11 million and consolidated loss for
the year would have been GBP44,73 million. In determining these amounts,
management has assumed that the fair value adjustments that arose on the date
of acquisition would have been the same if the acquisition occurred on 1
September 2010.
5) Share capital and reserves
Share capital and share premium
2011 2010
GBP`000 GBP`000
Authorised
1 000 000 000 ordinary shares of R0,001 87 489 87 489
each (2010: 1 000 000 000 ordinary shares
of R0,001 each)
Issued
372 305 640 ordinary shares of R0,001 33 000 15 000
each (2010: 168 505 303 ordinary shares
of R0,001 each)
33 000 15 000
The unissued shares are under the control of the Directors. This authority
remains in force until the next AGM. The issue of each share is irrevocably
linked to one debenture, together comprising one linked unit.
6) Debenture capital
2011 2010
GBP`000 GBP`000
Authorised
1 000,000 000 ordinary debentures of R5 437 484 437 484
each (2010: 1 000 000,000 ordinary
debentures of R5 each)
Issued
372 305 640 ordinary debentures of R5 178 080 74 904
each (2010: 168 505 303 ordinary
debentures of R5 each)
178 080 74 904
Debenture capital
Opening balance 76 065 -
Debentures issued at par value 90 047 73 718
Premium on debentures issued 11 968 1 186
Fair value adjustment (4 881) 1 161
Closing balance 173 199 76 065
On 7 September 2010, the Company issued 168 069 337 linked units at R5,69 each
(GBP equivalent 50 pence per linked unit) for a total consideration of GBP84,04
million. The consideration includes 168 069 337 shares issued at par value of
R0,001 each.
On 27 April 2011, the Company issued 35 731 000 linked units at R5,80 each (GBP
equivalent 52,39 pence per linked unit) for a total consideration of GBP18,72
million. The consideration includes 35 731 000 shares issued at par value of
R0,001 each.
7) Related party transactions
Shareholding
As at 31 August 2011, the Company holds 380 405 640 ordinary shares
(representing a 67,01% shareholding) in RI PLC.
Investment manager
Following completion of the reverse acquisition, the investment adviser duties
are to be carried out in accordance with the Investment Adviser`s Agreement (as
approved on 13 July 2011) ("IAA") between RI PLC and Redefine International
Property Managers Limited ("RI PML"). RI PLC and RIPML agreed that RIPML would
acquire the rights previously enjoyed by RIFM under the investment managers
agreement between Redefine International Fund Managers Limited and RIHL. This
acquisition was completed on 23 August 2011 upon completion of the reverse
acquisition. The director Michael Watters is a director of associated companies
of the investment adviser.
2011 2010
GBP`000 GBP`000
Trading transactions
Rental income received from Redefine 6 386 -
Hotel Management Limited
Fee income from Redefine Hotel Management 700 -
Limited
Fee income from the Cromwell Property 310 -
Group
Portfolio management fees charged by (2 028) (1 027)
Redefine International Fund Managers
Limited
Portfolio management fees charged by (403) (200)
Redefine International Fund Managers
Europe Limited
Administration fees charged by Redefine (153) (135)
International Group Services Limited
Loans receivable
Pearl House Swansea Limited 116 116
Redefine Hotel Management Limited 2 922 -
Redefine Properties International Limited 70 -
Cromwell Property Group 1 217 1 165
Ciref Crawley Investments Limited 100 76
Swansea Estates Limited 84 84
Ciref Kwik-fit Stafford Limited - 2 209
Ciref Kwik-fit Stockport Limited - 1 374
Loans payable
Redefine Properties Limited 451 34 193
Redefine International Fund Managers 1 689 366
Limited
Redefine International Fund Managers 260 124
Europe Limited
Redefine International Group Services 80 77
Limited
Non-controlling shareholder loans - 643
Loans payable to Redefine International
Fund Managers Limited, Redefine
International Fund Managers Europe
Limited and Redefine International Group
Services Limited are not secured, bear no
interest and are expected to be repaid in
cash within 12 months.
8) Interest rate risk
The Group`s exposure to the risk of the changes in market interest rates
relates primarily to the Group`s long-term debt obligations with floating
interest rates. The Group uses interest rate derivatives to fully mitigate its
exposure to interest rate fluctuations. At the year end, as a result of the use
of interest rate swaps, the majority of the Group`s borrowings were at fixed
interest rates.
The Group`s profit before tax has limited exposure to interest rate
fluctuations until the repayment dates of the loans for which the interest rate
swaps have been arranged.
9) Liquidity risk
The Group`s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group`s reputation.
The Group`s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient rental income to service its financial
obligations when they fall due. The monitoring of liquidity risk is assisted by
the monthly review of financial covenants imposed by financial institutions,
such as interest and loan to value covenant ratios. Renegotiation of loans
takes place in advance of any potential covenant breaches in so far as the
factors are within the control of the Board. In periods of increased market
uncertainty the Board will ensure sufficient cash resources are available for
potential loan repayments/cash deposits as may be required by financial
institutions. Refer to note 2 for further details on going concern and related
assumptions.
10) Debenture interest distribution
The Board has declared an interest distribution of 2,09 pence per linked unit
for the six month period ended 31 August 2011. The announcement of the Rand
equivalent of the interest distribution will be made on 11 November 2011. The
distribution will be payable to RIN linked unit holders in accordance with the
abbreviated timetable set out below:
2011
Last day to trade "cum" interest distribution Friday, 18 November
Linked units "ex" interest distribution Monday, 21 November
Record date Friday, 25 November
Payment date Monday, 28 November
There may be no dematerialisation or rematerialisation of linked units between
Monday, 21 November 2011 and Friday, 25 November 2011, both days inclusive.
On behalf of the Board
GR Tipper MJ Watters
Chairman Chief Executive Officer
1 November 2011
Redefine Properties International Limited
(Incorporated in the Republic of South Africa)
(Registration number 2010/009284/06)
JSE share code: RIN ISIN: ZAE000149282
Directors:
Gavin Tipper* (Non-executive Chairman)
Michael Watters (Chief Executive Officer)
Andrew Rowell (Finance Director)
Bernard Nackan*
Greg Heron*
Peter Todd*
Marc Wainer#
# Non-executive
* Independent non-executive
Registered office:
Redefine Place
2 Arnold Road, Rosebank
Johannesburg, 2196
Transfer secretaries:
Computershare Investor Services (Proprietary) Limited
Company secretary:
Probity Business Services (Proprietary) Limited
3rd Floor
JHI House
Cradock Avenue, Rosebank
Johannesburg, 2196
Sponsor:
Java Capital
www.redefineinternational.com
Date: 01/11/2011 09:14:17 Produced by the JSE SENS Department.
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