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Vukile - Audited Group Results For The Year Ended 31 March 2005
VUKILE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE CODE: VKE
ISIN: ZAE000056370
AUDITED GROUP RESULTS for the year ended 31 March 2005
* Maiden distribution and yield exceed prospectus forecast
* Property portfolio increases to +R3 billion
* Liquidity of linked units significantly improved
ABRIDGED GROUP INCOME STATEMENT
Audited year
ended
31 March 2005
R000
Gross property revenue 400 954
Property expenses (137 992)
Net profit from property operations 262 962
Administrative expenses (9 320)
Other income 2 438
Net profit before finance costs 256 080
Finance costs (110 865)
Net profit before debenture interest 145 215
Debenture interest (149 582)
Net loss before change in fair
value of investment properties (4 367)
Increase in fair value of investment
properties 289 239
Net profit before taxation 284 872
Taxation (37 416)
Deferred capital gains taxation (38 063)
Other 647
Net profit for the year 247 456
Attributable to:
Linked unitholders of the company 233 032
Minority shareholders 14 424
Cents
Reconciliation of net profit per
to headline earnings R000 linked unit
Net profit attributable to
linked unitholders 233 032 105.35
Debenture interest net
of minorities 145 721 65.88
Earnings attributable to
linked unitholders 378 753 171.23
Adjusted for:
Increase in fair value of
investment properties (289 239) (130.76)
Deferred taxation on fair
value adjustment of
investment properties 38 063 17.21
Minority interest in
revaluation surplus net of
deferred tax 14 210 6.42
Headline earnings
attributable to linked
unitholders 141 787 64.10
Total number of linked
units in issue at
31 March 2005 268 189 490
Weighted average
number of linked
units in issue 221 192 473
Total First
Cents
Distributions to per
Vukile linked
Unitholders R000 R000 unit
Interest distribution to
linked unitholders from
current profits 136 637 61 413 29.94
Dividend distribution to
linked unitholders 297 125 0.06
Pre-acquisition debenture
interest from MICC 9 084 - -
Total distribution 146 018 61 538 30.00
Cont`d Second
Distributions to Cents
Vukile per
Unitholders R000 linked unit
Interest distribution to
linked unitholders from
current profits 75 224 28.05
Dividend distribution to
linked unitholders 172 0.06
Pre-acquisition debenture
interest from MICC 9 084 3.39
Total Distribution 84 480 31.50
ABRIDGED GROUP CASH FLOW STATEMENT
Audited
year ended
31 March 2005
R000
NET CASH FLOW FROM OPERATING ACTIVITIES 127 066
NET CASH FLOW FROM INVESTING
ACTIVITIES (2 231 193)
Purchase of investment properties (1 905 276)
Purchase of furniture and equipment (254)
Acquisition of business combination (325 663)
NET CASH FLOW FROM FINANCING
ACTIVITIES 2 128 188
Proceeds from issue of linked units 1 329 819
Interest bearing borrowings raised 798 369
Increase in cash and cash equivalents 24 061
Cash and cash equivalents at the
beginning of the year -
Cash and cash equivalents at the end
of the year 24 061
ABRIDGED GROUP BALANCE SHEET
Audited
31 March 2005
R000
ASSETS
Non-current assets 3 152 674
Investment properties 3 135 927
Goodwill 16 286
Furniture, fittings and computer equipment 461
Current assets 46 725
Trade and other receivables 22 664
Cash and cash equivalents 24 061
Total assets 3 199 399
EQUITY AND LIABILITIES
Equity and Reserves 272 356
Share capital 2 682
Share premium 13 009
Reserves 212 101
Minority interest 44 564
Non-current liabilities 2 762 818
Linked debentures 1 391 463
Other interest bearing borrowings 1 300 815
Interest rate hedge 20 562
Deferred and other taxation 49 978
Current liabilities 164 225
Trade and other payables 63 984
Tenant deposits 15 761
Linked unitholders for distribution 84 480
Total equity and liabilities 3 199 399
ABRIDGED GROUP EQUITY STATEMENT
Fair
Share Share value
capital premium reserves
R000 R000 R000
Issue of linked units 2 682 24 137 -
Share issue expenses - (11 128) -
2 682 13 009 -
Acquisition of business
combination - - -
Net income recognised
directly from equity - - (20 562)
Cash flow hedges - - (33 391)
Transferred to profit or
loss for the year - - 12 829
Profit for the year - - -
Revaluation of properties - - 289 239
Deferred taxation on
revaluation of properties - - (38 063)
Allocation of revaluation
of properties to minorities - - (14 210)
Transfer from pre-
acquisition reserves - - (9 084)
Minorities` share of
post acquisition
distribution - - -
Other - - (72)
Dividend distribution - - -
Balance at 31 March 2005 2 682 13 009 207 248
ABRIDGED GROUP EQUITY STATEMENT cont`d
Retained Minority
earnings interest Total
R000 R000 R000
Issue of linked units - - 26 819
Share issue expenses - - (11 128)
- - 15 691
Acquisition of business
combination - 26 279 26 279
Net income recognised
directly from equity - - (20 562)
Cash flow hedges - - (33 391)
Transferred to profit or
loss for the year - - 12 829
Profit for the year 233 032 14 424 247 456
Revaluation of
properties (289 239) -
Deferred taxation on
revaluation of
properties 38 063 - -
Allocation of
revaluation of
properties to
minorities 14 210 - -
Transfer from pre-
acquisition reserves 9 084 - -
Minorities` share of
post acquisition
distribution - 3 861 3 861
Other - - (72)
Dividend distribution (297) - (297)
Balance at 31 March 2005 4 853 44 564 272 356
COMMENTS
1. PREPARATION AND AUDIT OPINION BY THE INDEPENDENT AUDITORS
The financial statements are prepared in accordance with International Financial
Reporting Standards (`IFRS`) and the requirements of the South African Companies
Act.
The auditors, Grant Thornton, have audited the abridged financial statements.
Their unqualified report is available for inspection at the company`s registered
office.
2. FINANCIAL RESULTS FOR VUKILE
Vukile`s net profit after tax amounted to R247.5 million for the year ended 31
March 2005, of which R233 million is attributable to the linked unitholders of
the company.
Vukile, in accordance with policy, has resolved to distribute R146 million of
its distributable income for the year ending 31 March 2005.
The Board has approved a final distribution of 31.5 cents per linked unit for
the period from 1 October 2004 to 31 March 2005, which brings the total
distribution for the year ended 31 March 2005 to 61.5 cents per linked unit
compared to 60.25 cents per linked unit anticipated in the prospectus.
3. ACQUISITION OF MICC PROPERTY INCOME FUND LIMITED (`MICC`)
Vukile holds 74.347% of MICC`s issued linked units at 31 March 2005. Gerhard
van Zyl and Michael John Potts were appointed to the board of MICC on 31 January
2005. A management agreement has been concluded between Vukile and MICC, in
terms of which Vukile assumes responsibility for the management and
administration functions of MICC on a cost recovery basis.
The MICC transaction equates to an acquisition by Vukile of a property portfolio
worth approximately
R740 million. Vukile`s intention is still to acquire the MICC linked units that
it does not yet own and various alternatives to achieve this objective are under
investigation.
4. BORROWINGS
The salient terms of the group`s debt funding are as follows:
R000
JIBAR based debt 764 166
Prime less 1.5% debt (access facility) 75 000
Fixed interest rate funding (weighted
average rate 11.44% - NACM) 502 446
Total 1 341 612
(JIBAR - Johannesburg Interbank Agreed Rate) * (NACM - Nominal Annual
Compounded Monthly)
The debt funding is provided over fixed periods of between three and five years,
with interest only to be serviced over the respective funding periods.
Management is investigating the securitisation of a major portion of Vukile`s
long-term debt. Initial indications are that, due to a keen appetite for this
type of note, significant long-term interest savings can be achieved.
5. INTEREST RATE SWAPS
As at 31 March 2005 the company had entered into interest rate swap agreements
up to a three year period whereby 91% of its variable interest rate loans had
been converted to fixed rate debt at an all in average rate of 11.18% (NACM).
Subsequent to 31 March 2005 an interest rate swap agreement was cancelled and
was replaced with a new two year interest rate swap at an all in average rate of
11.15% (NACM), increasing the interest rate cover to 100%.
6. PROPERTY PORTFOLIO
The Vukile property portfolio currently comprises 52 properties with a gross
lettable area of 676 961m2.
MICC owns 40 properties with a gross lettable area of 395 812m2.
7. DEVELOPMENTS
During the year, the cinemas at Dobsonville Shopping Centre were converted into
approximately 1 600m2 of retail space and let to the Edgars Group, trading as
Jetmart, for a six year period.
A similar conversion at the Daveyton Shopping Centre has been approved, creating
additional retail space of approximately 1 300m2 which will be let to Jetmart
for a six year period.
Various other conversion and expansion opportunities are currently under
investigation.
8. SHARE CAPITAL AND DEBENTURES
205 129 430 linked units were issued in respect of the acquisition of investment
properties during the year. An additional 63 060 060 linked units were issued
to finance the acquisition of the 74.347% interest in MICC.
Total linked units in issue at 31 March 2005: 268 189 490.
9. RELATED PARTY TRANSACTIONS
During the year, the company, in the ordinary course of business, entered into
various transactions with related parties. These transactions occurred on terms
that are no less favourable than those arranged with third parties.
Amounts
owed
to
Type Amounts related
Related of paid parties
party transaction R000 R000
Sanlam Properties Asset and property
(Proprietary) management fees 6 484 596
Limited
Gensec Property Property management
Services and other fees 10 398 871
(Proprietary)
Limited
MCH Properties Total listing,
(Proprietary) property and MICC
Limited acquisition fees 44 767 4 030
Kuper Legh Property management
Property and other fees 2 537 -
Group
Sanlam Group Interest on adjustment
account 10 682 6 097
Sanlam Properties (Proprietary) Limited is a subsidiary of Sanlam Limited which
held 159 054 399 of the issued linked units of Vukile Property Fund Limited at
31 March 2005. Sanlam Limited also holds a minority shareholding in Gensec
Property Services (Proprietary) Limited, and a majority shareholding in MCH
Properties (Proprietary) Limited. Kuper Legh Property Group is controlled by
two individuals who are also shareholders in Vukile.
10. SEGMENTAL REPORTING
Group income for the year ended 31 March 2005 (R000)
Industrial Commercial Retail Total
Rental income 63 634 143 198 194 122 400 954
Property
expenses (23 376) (46 727) (67 889) (137 992)
Net property
profit 40 258 96 471 126 233 262 962
Group balance sheet at 31 March 2005 (R000)
Industrial Commercial Retail
Non-current assets 467 669 1 015 032 1 653 226
Investment
properties 467 669 1 015 032 1 653 226
Furniture, fittings
and computer
equipment - - -
Current assets 8 919 12 489 25 282
Trade and other
receivables 6 188 6 178 10 286
Cash and cash
equivalents 2 731 6 311 14 996
Current liabilities 9 927 16 863 29 742
Trade and other
payables 9 927 16 863 29 742
Linked unitholders - - -
Group balance sheet at 31 March 2005 (R000) cont`d
Corporate Total
Non-current assets 461 3 136 388
Investment properties - 3 135 927
Furniture, fittings and computer
equipment 461 461
Current assets 35 46 725
Trade and other receivables 12 22 664
Cash and cash equivalents 23 24 061
Current liabilities 107 693 164 225
Trade and other payables 23 213 79 745
Linked unitholders 84 480 84 480
11. LIQUIDITY IMPROVEMENT
Management has embarked on a programme to extend Vukile`s unitholder base and
improve the tradeability of its linked units. The exercise is still underway
but it has already had a significantly positive effect on trading volumes.
12. PROSPECTS
Vukile is well positioned to deliver real growth in distributions in the 2006
financial year, provided there is no material deterioration in the company`s
operating environment during this period. Planned conversions of existing
properties and planned expansions will provide a solid foundation for growth in
2006.
13. PAYMENT OF DEBENTURE INTEREST AND DIVIDEND
Notice was given on 1 June 2005 of a distribution amounting to 31.5 cents per
linked unit, for the six month period to 31 March 2005. The distribution
comprises interest on debentures of 31.44 cents per debenture and a dividend of
0.06 cents per share.
Last date to trade cum Distribution Friday, 17 June 2005
Linked units trade ex Distribution Monday, 20 June 2005
Record date for unitholders
to participate in the distribution Friday, 24 June 2005
Payment of distribution
to unitholders Monday, 27 June 2005
Linked unit certificates may not be dematerialised or re-materialised between
Monday, 20 June 2005 and Friday, 24 June 2005, both days inclusive.
On behalf of the Board
AD Botha G van Zyl
Chairman Chief executive
Roodepoort 13 June 2005
Sponsor: Bridge Capital Services (Pty) Limited, Woodmead, Johannesburg
Executive directors: G van Zyl (CEO), MJ Potts (Financial Director)
Non-executive directors: AD Botha (Chairman), S Bernic, HSC Bester, KMK
Bothongo, PJ Cook, PS Moyanga and M Serebro
Registered office: Meersig Building, Constantia Boulevard, Constantia Kloof,
1709.
Transfer secretaries: Computershare Investor Services 2004 (Pty) Limited,
Marshalltown, Johannesburg.
Investor and media relations: Contact Kathy du Plessis on vukile@dpapr.com, or
Tel: 011 728-4701.
Date: 13/06/2005 12:15:35 PM
Produced by the JSE SENS Department
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