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Tue 15 Aug 2006, 10:56 Freestone - Reviewed Financial Results For The Yea
FSP
 FSP                                                                             
Freestone - Reviewed Financial Results For The Year Ended 30 June 2006          
Freestone Property Holdings Limited                                             
Incorporated in the Republic of South Africa                                    
(Registration number 2001/011887/06)                                            
Share code: FSP   ISIN code: ZAE000060299                                       
("Freestone" or "the company")                                                  
REVIEWED FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2006                      
HIGHLIGHTS                                                                      
* Total distribution for the year up 15% to 61 cents per unit                   
* Net asset value increased by 49%                                              
* Gearing ratio reduced to 40%                                                  
* Total return for the year of 37%                                              
Introduction                                                                    
Freestone again delivered strong financial results for the year ended 30 June   
2006 ("the year") which exceeded the revised forecast made at half-year. This   
was achieved due to higher net operating income from the restructured           
portfolio and improved occupancy levels as well as a reduction in finance       
costs.                                                                          
The success of the Commercial Mortgage Backed Securitisation ("CMBS")           
implemented in June 2006 affirms the confidence of institutional investors in   
the strength of Freestone"s portfolio and enabled the company"s gearing ratio   
to further reduce to 40%.                                                       
Financial results                                                               
The board has declared a final distribution of 33,5 cents per linked unit for   
the six months to 30 June 2006, equating to a total distribution of 61,0 cents  
per linked unit for the year. This represents a year-on-year increase in the    
total distribution of 15%.                                                      
In spite of the lower trading price recorded on the JSE at 30 June 2006, the    
company nevertheless achieved a credible total return of 36,6% for the year -   
comprising an income return of 10,9% and capital growth of 25,7%.               
Review report                                                                   
The financial statements set out in this report have been reviewed by Deloitte  
& Touche. Their unqualified review report is available for inspection at the    
company"s registered office.                                                    
Valuation of investment properties                                              
At 30 June 2006 the property portfolio was independently valued by property     
experts at R1,6 billion, an increase of R353 million compared to the previous   
year. Accordingly the net asset value per combined unit increased by 49% to 660 
cents.                                                                          
Property portfolio                                                              
At 30 June 2006, Freestone"s property portfolio comprised 81 properties, 1 075  
tenants and a total rentable area of 471 417m2.                                 
The segmental analysis of the portfolio by rentable area is shown below:        
KwaZulu-           Western          Eastern         
m2            Gauteng          Natal              Cape             Cape         
Retail         44 083         72 763                 -           33 557         
Offices       125 269          7 856            35 424                -         
Industrial    118 596         12 559                 -                -         
Total         287 948         93 178            35 424           33 557         
%                61,1           19,8               7,5              7,1         
                 Free                                                           
m2              State           Total             %                             
Retail              -         150 403          31,9                             
Offices        21 310         189 859          40,3                             
Industrial          -         131 155          27,8                             
Total          21 310         471 417         100,0                             
%                 4,5           100,0             -                             
At year-end vacancies by rentable area reduced from 7,0% to 4,3% totalling 20   
068m2. During the year leases were concluded over 122 391m2, of which 43%       
related to new leases and 57% to renewals. The portfolio lease expiry profile,  
detailed below, has further improved as a consequence of enhanced leasing       
opportunities:                                                                  
Lease expiry                  30 June          30 June           30 June        
m2              Vacant           2007             2008              2009        
Retail           4 353         47 173           28 066            22 282        
Offices         15 348         44 900           27 097            31 276        
Industrial         367         26 767           23 079            27 448        
Total           20 068        118 840           78 242            81 006        
%                  4,3           25,2             16,6              17,2        
                                 30 June                                        
Lease expiry       30 June      2011 and                                        
m2                    2010        beyond        Total                           
Retail              19 995        28 533      150 402                           
Offices             15 981        52 896      187 498                           
Industrial           5 649        50 207      133 517                           
Total               41 625       131 636      471 417                           
%                      8,8          27,9        100,0                           
Acquisitions                                                                    
The following properties were acquired and have all been transferred to         
Freestone:                                                                      
                                                          Purchase     Forward  
Description         Province         Sector       GLA        price       yield  
                                                   m2        R"000           %  
Montana Value                                                                   
Centre               Gauteng         Retail     9 717       29 500        11,5  
Mkhize Plaza,                                                                   
Nqutu          KwaZulu-Natal         Retail     3 893       12 500        12,3  
8 Grader                                                                        
Road, Spartan        Gauteng     Industrial     3 818        5 725        11,6  
                                                            47 725              
Sales                                                                           
The following properties were sold in line with strategy, allowing the company  
to free up capital for investment in properties offering sound long-term growth 
prospects:                                                                      
                                                       Valuation                
Net            at                
                                              sale       30 June       Exit     
Description        Province      Sector      price          2005      yield     
                                             R"000         R"000          %     
Sterling                                                                        
Place          Western Cape     Offices     17 000        17 000        7,3     
Belle Ombre                                                                     
Plaza               Gauteng      Retail     15 430        15 500       11,8     
Cuthberts                                                                       
Building         Free State     Offices      7 250         7 250       13,3     
1 Morris                                                                        
Street              Gauteng     Offices      4 700         4 700        9,4     
Berkeley                                                                        
Square        KwaZulu-Natal     Offices      4 000         4 000        7,4     
Fidelity                                                                        
House         KwaZulu-Natal     Offices      3 000         2 875     vacant     
DNS House     KwaZulu-Natal     Offices      2 910         2 540       10,2     
                                            54 290        53 865                
Borrowings                                                                      
In June 2006 Freestone successfully placed R0,5 billion worth of asset-backed   
Notes with institutions through its CMBS Notes issue, effectively fixing the    
finance costs on the majority of its debt for seven years. Total borrowings at  
year-end amounted to R1,1 billion of which R459,9 million is to be repaid in    
August 2006 following the receipt of the proceeds of the CMBS issue. The        
company"s gearing ratio further reduced to 40% from 51% in the prior year.      
The interest rate profile of the facilities at 30 June 2006 is shown below:     
                                                         Weighted               
                                             Amount       average     % of      
Fixed/hedged rate expiry date                  (Rm) interest rate    total      
Included under long-term liabilities                                            
Fixed to June 2013                            493,8           9,2     76,0      
Included under current liabilities            618,2                             
Floating                                      459,9          9,8*               
Fixed to November 2006                        158,3          10,7     24,0      
                                            1 112,0                             
Less: To be repaid in August 2006                                               
following the receipt of the proceeds                                         
  of the CMBS issue                          (459,9)          9,8*              
Net borrowings                                652,1           9,6    100,0      
*Assuming a prime rate of 11,5% p.a.                                            
Linked units in issue                                                           
The total number of linked units in issue, after acquisitions, increased to     
136 207 895 (2005: 132 388 492).                                                
Directorate                                                                     
There were no changes to the directorate.                                       
Post balance sheet events                                                       
The following properties have been acquired but have not yet been               
transferred to Freestone:                                                       
Purchase     Forward     
Description          Province     Sector       GLA        price       yield     
                                                m2        R"000           %     
Tin Roof House                                                                  
Mthatha          Eastern Cape     Retail     1 278        8 500        11,2     
Boxer Super                                                                     
Store                                                                           
Kokstad         KwaZulu-Natal     Retail     1 837        5 560        10,5     
The following properties have been sold but not yet transferred:                
                                                        Valuation               
                                                Net            at               
                                               sale       30 June      Exit     
Description         Province      Sector      price          2006     yield     
                                              R"000         R"000         %     
Ligitprops &                                                                    
Syfrets House  KwaZulu-Natal     Offices     11 050        11 050      15,3     
Carlon Falco         Gauteng     Offices      6 050         6 050       5,4     
Centex Office                                                                   
Park                 Gauteng     Offices      5 522         5 522       7,1     
Prospects                                                                       
Favourable property prospects together with the company"s robust financial      
position bode well for the year ahead.                                          
Recent price volatility in the listed property sector, due primarily to         
withdrawals from unit trust portfolios triggered by emerging market concerns    
and anticipated higher interest rates, has since abated. Consequently the       
current forward yields on listed property offer an attractive opportunity to    
investors with appropriate investment horizons, especially where borrowing      
rates have been fixed for the foreseeable future.                               
Freestone"s financial health and underlying rental growth prospects should      
enable the company to show continued growth in total distributions to June      
2007.                                                                           
Debenture interest payment                                                      
Unitholders are advised that distribution number 10 for the six months ended    
30 June 2006 of 33,5 cents per linked unit has been declared.                   
Last date to trade cum interest                 Friday, 1 September 2006        
Date units start trading ex-interest            Monday, 4 September 2006        
Record date                                     Friday, 8 September 2006        
Payment date                                   Monday, 11 September 2006        
Unitholders may not dematerialise or rematerialise their units between          
Monday, 4 September 2006 and Friday, 8 September 2006, both dates inclusive.    
By order of the Board                                                           
C B Brayshaw                                                  M S Aitken        
Chairman                                                        Director        
15 August 2006                                                                  
CONDENSED INCOME STATEMENT                                                      
                                                 Reviewed           Audited     
                                                Year ended       Year ended     
                                              30 June 2006     30 June 2005     
(R"000)          (R"000)     
Rental income and operating expense recoveries     256 962          208 226     
Amortised lease escalations                          7 981            9 068     
Operating expenses - property rental                                            
operations                                                                      
and administration costs                         (106 685)         (85 204)     
- asset management fees                            (7 739)          (5 404)     
Net profit from property rental operations                                      
before interest received and interest paid         150 519          126 686     
Interest received                                    1 892            1 710     
Interest paid                                     (61 336)         (62 545)     
Net profit before taxation, non-trading items                                   
and fair valuation adjustments, including                                       
amortisation of lease escalations                   91 075           65 851     
Refund on linked units issued cum interest               -           11 035     
Debenture interest distribution                   (83 094)         (67 818)     
Interim                                           (37 457)         (28 543)     
Final                                             (45 637)         (39 275)     
Net profit before taxation, non-trading items                                   
and fair valuation adjustments, including                                       
amortisation of lease escalations                    7 981            9 068     
Non-trading items                                                               
Profit on sale of investment properties                425            1 932     
Fair valuation adjustments                         126 919         (37 962)     
Unrealised surplus on fair valuation                                            
of investment properties                           352 586          141 130     
Amortisation of lease escalations                  (7 981)          (9 068)     
Debentures*                                      (244 677)        (161 963)     
Interest rate swaps*                                26 991          (7 896)     
Non-interest bearing liabilities                         -            (165)     
Net profit/(loss) before taxation                  135 325         (26 962)     
Taxation - deferred**                             (85 089)               50     
Net profit/(loss) for the year attributable                                     
to linked unitholders                               50 236         (26 912)     
*IAS 39 requires that the company"s                                             
debentures and                                                                  
interest rate swap be revalued to their                                         
market value                                                                    
at the end of the year, which has resulted in                                   
a book                                                                          
loss of R244,7 million and a book profit of                                     
R27,0 million                                                                   
respectively for the year. The adjustment,                                      
however,                                                                        
has no effect on the company"s cashflow or its                                  
distribution to unitholders.                                                    
** Taxation represents the notional                                             
tax payable in respect                                                          
of the revaluation of the property                                              
portfolio, after taking                                                         
into account the estimated tax loss available.                                  
Number of linked units at the                                                   
end of the year                                136 207 895      132 388 492     
Interim distribution - March                         27,50            23,50     
Final distribution - September                       33,50            29,50     
Reconciliation between net                                                      
profit/(loss) for the                                                           
year, headline loss and debenture                                               
interest distribution                                                           
Net profit/(loss) for the year attributable to                                  
linked unitholders                                  50 236         (26 912)     
Adjusted for:                                                                   
Profit on sale of investment properties              (425)          (1 932)     
Unrealised surplus on fair valuation of                                         
investment                                                                      
properties, net of deferred tax                  (267 497)        (141 130)     
Amortisation of lease escalations                    7 981            9 068     
Debenture interest                                  83 094           67 818     
Headline loss for the year attributable                                         
to linked unitholders                            (126 611)         (93 088)     
Adjusted for:                                                                   
Fair valuation adjustment - debentures             244 677          161 963     
- interest rate swaps                             (26 991)            7 896     
- non-interest bearing                                                          
liabilities, net of deferred tax                         -              115     
Amortisation of lease escalations                  (7 981)          (9 068)     
Debenture interest distribution                     83 094           67 818     
Earnings per linked unit (weighted                                              
number of linked units in issue)                                                
Weighted number of linked units in issue       135 514 788      100 521 740     
Net profit/(loss) for the year attributable to                                  
linked unitholders (cents)                           37,07          (26,77)     
Headline loss for the year attributable to                                      
linked unitholders (cents)                         (93,43)          (92,60)     
CONDENSED CASH FLOW STATEMENT                                                   
Cash flow from - operating activities             (10 515)           38 810     
- investing activities                             (2 973)        (383 433)     
- financing activities                             491 167          382 330     
Increase in cash and cash equivalents              477 679           37 707     
Cash and cash equivalents at the                                                
beginning of the year                               49 286           11 579     
Cash and cash equivalents at the end of the                                     
year                                               526 965           49 286     
CONDENSED BALANCE SHEET                                                         
                                                  Reviewed   Audited            
                                                Year ended       Year ended     
30 June 2006     30 June 2005     
                                                   (R"000)          (R"000)     
Assets                                                                          
Non-current assets                               1 615 310        1 248 650     
Investment properties                            1 594 161        1 248 650     
Fair value of interest rate swaps                   19 095                -     
Deferred taxation                                    2 054                -     
Current assets                                     583 544           76 350     
Investment properties held for sale                 22 623           12 150     
Trade and other receivables                         33 956           14 914     
Cash and cash equivalents                          526 965           49 286     
Total assets                                     2 198 854        1 325 000     
Unitholders" funds and liabilities                                              
Share capital                                       38 659           36 897     
Fair value reserve                                (36 016)         (77 846)     
(Accumulated loss)/retained income                 (2 288)            2 203     
Debentures                                         898 972          625 536     
Total unitholders" funds                           899 327          586 790     
Non-current liabilities                            580 978          652 593     
Interest-bearing liabilities,                                                   
net of expenses                                    493 835          644 697     
Fair value of interest rate swaps                        -            7 896     
Deferred taxation liability                         87 143                -     
Current liabilities                                718 549           85 617     
Short-term portion of interest-bearing                                          
liabilities                                        618 240                -     
Trade and other payables                            54 672           46 342     
Unitholders for interest distribution               45 637           39 275     
Total unitholders" funds and liabilities         2 198 854        1 325 000     
The split between debt and equity does not                                      
represent the legal substance, but has been                                     
done in order to comply with IFRS.                                              
Net asset value, including debentures,                                          
per linked unit (cents)                              660,3            443,2     
Net asset value, including debentures,                                          
per linked unit (cents)                                                         
assuming no deferred taxation liability              722,7            443,2     
Related parties and related party transactions                                  
Freestone"s major unitholder is Momentum Group Limited, a company in the        
FirstRand Group. At 30 June 2006 Momentum owned 37% of the units in issue with  
the remaining 63% being widely held.                                            
The following transactions were carried out with related parties:               
                                                Year ended       Year ended     
                                              30 June 2006     30 June 2005     
(R"000)          (R"000)     
Freestone Management Company                                                    
(Pty) Limited                                                                   
Expenditure comprising asset management fees         7 739            4 051     
Relationship: Appointed fund manager                                            
with effect from 1 November 2004.                                               
Associated company of Corovest Property                                         
Group Limited and RMB Properties (Pty)                                          
Limited.                                                                        
Corovest Property Group Limited                                                 
Expenditure comprising asset management fees             -            1 353     
Relationship: Joint shareholder of                                              
management company                                                              
with effect from 1 November 2004.                                               
Total asset management fees                          7 739            5 404     
FirstRand Bank Limited                                                          
Interest paid                                        3 983            2 103     
Borrowings                                               -           41 000     
Relationship: Associated company of                                             
FirstRand Limited group.                                                        
Rand Merchant Bank (a division of                                               
FirstRand Limited group)                                                        
Fee                                                  4 500              474     
Interest paid                                       19 158            6 675     
Borrowings                                         808 391          184 681     
Relationship: Associated company                                                
of FirstRand Limited group.                                                     
RMB Properties (Pty) Limited                                                    
Expenditure comprising property management                                      
and letting fees                                     4 839            3 324     
Relationship: Associated company of                                             
FirstRand group; Joint shareholder of                                           
management company with effect                                                  
from 1 November 2004                                                            
Hyprop Investments Limited                                                      
Acquisition of investment properties                     -           57 000     
Relationship: M S Aitken and P J Thurling                                       
are directors of both the company and                                           
Hyprop Investments Limited                                                      
The above transactions were carried out on commercial terms and conditions, no  
more favourable than those available in similar arm"s-length dealings at market 
related rates.                                                                  
CONDENSED STATEMENT OF CHANGES IN EQUITY AND UNITHOLDERS" FUNDS                 
                                                           Retained income/     
Share     Fair value         (accumulated     
(R"000)                         capital        reserve                loss)     
GROUP                                                                           
Balance at 30 June 2004           3 031       (39 934)              (8 797)     
Issue of share capital                                                          
and debentures                   33 866              -                    -     
Net loss for the year                 -              -             (26 912)     
Transfer of unrealised                                                          
gain on fair valuation                                                          
of investment properties              -        141 130            (141 130)     
Adjustment in respect of                                                        
amortised lease escalations           -        (9 068)                9 068     
Transfer of unrealised                                                          
loss on fair valuation                                                          
of debenture capital                  -      (161 963)              161 963     
Transfer of unrealised                                                          
loss on fair valuation                                                          
of interest rate swaps                -        (7 896)                7 896     
Transfer of unrealised                                                          
loss on fair valuation                                                          
of non interest-                                                                
bearing liabilities                   -          (165)                  165     
Taxation adjustment                   -             50                 (50)     
Balance at 30 June 2005          36 897       (77 846)                2 203     
Issue of share capital                                                          
and debentures                    1 762              -                    -     
Adjustment between                                                              
debt and equity                       -              -             (12 897)     
Net profit for the year               -              -               50 236     
Transfer of unrealised                                                          
gain on fair valuation                                                          
of investment properties              -        352 586            (352 586)     
Adjustment in respect                                                           
of amortised                                                                    
lease escalations                     -        (7 981)                7 981     
Transfer of unrealised                                                          
loss on fair valuation                                                          
of debenture capital                  -      (244 677)              244 677     
Transfer of unrealised                                                          
profit on fair valuation                                                        
of interest rate swaps                -         26 991             (26 991)     
Taxation adjustment                   -       (85 089)               85 089     
Balance at 30 June 2006          38 659       (36 016)              (2 288)     
                                    Total                      Unitholders"     
(R"000)                            equity       Debentures            funds     
GROUP                                                                           
Balance at 30 June 2004          (45 700)          158 782          113 082     
Issue of share capital                                                          
and debentures                     33 866          304 791          338 657     
Net loss for the year            (26 912)                -         (26 912)     
Transfer of unrealised                                                          
gain on fair valuation                                                          
of investment properties                -                -                -     
Adjustment in respect of                                                        
amortised lease escalations             -                -                -     
Transfer of unrealised                                                          
loss on fair valuation                                                          
of debenture capital                    -          161 963          161 963     
Transfer of unrealised                                                          
loss on fair valuation                                                          
of interest rate swaps                  -                -                -     
Transfer of unrealised                                                          
loss on fair valuation                                                          
of non-interest                                                                 
bearing liabilities                     -                -                -     
Taxation adjustment                     -                -                -     
Balance at 30 June 2005          (38 746)          625 536          586 790     
Issue of share capital                                                          
and debentures                      1 762           15 862           17 624     
Adjustment between                                                              
debt and equity                  (12 897)           12 897                -     
Net profit for the year            50 236                -           50 236     
Transfer of unrealised                                                          
gain on fair valuation                                                          
of investment properties                -                -                -     
Adjustment in respect                                                           
of amortised                                                                    
lease escalations                       -                -                -     
Transfer of unrealised                                                          
loss on fair valuation                                                          
of debenture capital                    -          244 677          244 677     
Transfer of unrealised                                                          
profit on fair valuation                                                        
of interest rate swaps                  -                -                -     
Taxation adjustment                 -                -            -             
Balance at 30 June 2006              355          898 972          899 327      
PRIMARY OPERATIONAL SEGMENTS                                                    
FOR THE YEAR                                                                    
ENDED 30 JUNE 2006                                                              
(R"000)                           Gauteng    KwaZulu-Natal     Western Cape     
Rental income and                                                               
operating expense recoveries      145 696           54 693           27 682     
Amortised lease escalations         1 640            4 522            1 036     
Operating expenses               (67 027)         (23 710)         (12 839)     
Net profit before                                                               
finance costs                      80 309           35 505           15 879     
Investment properties                                                           
at fair value                     924 093          325 465          193 900     
(R"000)                        Free State     Eastern Cape            Total     
Rental income and                                                               
operating expense recoveries       12 798           16 093          256 962     
Amortised lease escalations           336              447            7 981     
Operating expenses                (5 558)          (5 290)        (114 424)     
Net profit before                                                               
finance costs                       7 576           11 250          150 519     
Investment properties                                                           
at fair value                      81 200           92 126        1 616 784     
BASIS OF PREPARATION AND ACCOUNTING POLICIES                                    
The annual financial statements have been prepared in accordance with           
International Financial Reporting Standards ("IFRS") and the Companies Act of   
South Africa, 1973. IFRS 1 - First time adoption of International Financial     
Reporting Standards has been applied.                                           
Due to the fact that the adoption of IFRS had no effect on the comparative      
amounts, a reconciliation has not been prepared.                                
The preliminary financial statements have been prepared in accordance with IFRS,
specifically IAS 34, applicable to preliminary financial reporting and the      
Companies Act of South Africa, 1973. The accounting policies used in the        
preparation of these results are consistent with those used in the annual       
financial statements for the year ended 30 June 2005.                           
Registered office                                                               
Freestone Park, 135 Patricia Road, Sandton, 2196.                               
Freestone Property Holdings Limited                                             
Incorporated in the Republic of South Africa                                    
(Registration number 2001/011887/06)                                            
Share code: FSP   ISIN code:ZAE000060299                                        
("Freestone" or "the company")                                                  
Directors                                                                       
C B Brayshaw (Chairman)*#, M S Aitken,                                          
B H Kent*#, P G Kotze*#, W K Schultze,                                          
P J Thurling, R P S van der Bos                                                 
* non-executive            # independent                                        
www.fsprops.co.za                                                               
Date: 15/08/2006 10:57:15 AM Produced by the JSE SENS Department                
                                                                                
                                                                                
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