Results for the six months ended 31 December 2021

RNS Number : 9466C
Grit Real Estate Income Group
28 February 2022
 

GRIT REAL ESTATE INCOME GROUP LIMITED

(Registered in Guernsey)

(Registration number: 68739)

LSE share code: GR1T

SEM share code: DEL.N0000

ISIN: GG00BMDHST63

LEI: 21380084LCGHJRS8CN05

("Grit" or the "Company" or the "Group")

 

 

ABRIDGED UNAUDITED CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2021

Group LTV reduced to 41.4%, resumption of dividends and continuing strong and improving cash collection of contractual revenue

Encouraging early signs of recovery in leisure and retail

Grit Real Estate Income Group Limited, a leading pan-African real estate company focused on investing in, developing and actively managing a diversified portfolio of assets underpinned by predominantly US Dollar and Euro denominated long-term leases with high quality multi-national tenants, today announces its results for the six months ended 31 December 2021 .

Financial highlights

 

6 Months ended

31 Dec 2021

6 Months ended

31 Dec 2020

Increase/ Decrease

Distributable earnings per share1

US$3.08 cps

US$3.88 cps

-20.6%

Dividend per share

US$2.50 cps

US$1.50 cps

+66.7%

EPRA earnings per share2

US$2.56 cps

US$3.09 cps

-17.2%

Property portfolio net operating income

US$26.8m

US$26.6m

+0.8%

Gross property income

US$31.9m

US$31.6m

+0.9%

EPRA cost ratio (including associates) 3

13.5%

14.3%

-0.8ppt

Contractual rental collected

94.9% 

91.4%

+3.5ppt

 

As at 31 Dec 2021

As at 30 June 2021

Increase/ Decrease

EPRA NRV per share2

US$86.7 cps

US$102.4 cps

-15.3%

Total Income Producing Assets4

US$802.3m

US$801.9m

+0.1%

WALE5

4.4 yrs 

4.8 yrs

-0.4 yrs

EPRA portfolio occupancy rate6

94.3% 

94.7%

-0.4ppt

Group LTV

41.4% 

53.1%

-11.7ppt

Property LTV

45.1% 

46.6%

-1.5ppt

 

On 22 November 2021, Grit announced its Proposed Open Offer and Placing of New Ordinary Shares at US$0.52 per New Ordinary Share to reduce Grit's overall indebtedness, provide future capital for further expansion in its core and expanded business, acquiring m ajority stakes in Gateway Real Estate Africa Limited ("GREA") and Africa Property Development Managers Limited ("APDM")   and the expected resumption of dividend payments, distributing out of net operating income generated from its existing property assets, in line with its stated policy of paying out at least 80 per cent. of distributable earnings

 

On 20 December 2021, the Company issued 146,342,312 New Ordinary Shares at a price of US$ 0.52 per share. The issue of an additional 155,027,444 New Ordinary Shares at an issue price per New Ordinary Share of US$ 0.52 to the Selling Shareholders of GREA and APDM will be effected upon the fulfilment or waiver (as applicable) of the conditions precedent. The conditions must be fulfilled or waived by no later than 31 March 2022. The proposed acquisition is expected to materially accelerate Grit's ability to access development returns from risk mitigated development projects from GREA's attractive pipeline of development opportunities, give Grit the additional management resources and offers Grit the potential for new revenue and fee income streams.

 

Key commentary

 

· EPRA net reinstatement value ("NRV") per share of US$0.867 (30 June 2021: US$1.024). The 15.3% reduction was principally due to the dilutionary effect of the issuance of the new ordinary shares which reduced NRV by US$0.175 per share. Distributable earnings per share and EPRA earnings per share were similarly principally impacted by dilutionary impacts of new share issuances and fair value adjustments on financial obligations.

· Cash collection as a percentage of contractual revenue, improved by 3.5 percentage points from 91.4% to 94.9%, specifically impacted by improved collections from hospitality sector assets in the six months.

· Significant action taken to strengthen balance sheet. Group LTV decreased to 41.4% (30 June 2021: 53.1%) predominantly as a result of US$47.0m reduction in Group debt. The Board remains committed to reducing LTV levels to its medium term target of between 35% to 40% through capital recycling initiatives and select NAV accretive acquisitions.

· Concerns arising from the COVID-19 Omicron strain peaked in December 2021 and impacted both travel and confidence in Southern Africa and worldwide over that period, which in turn impacted our portfolio. Notwithstanding this, the Board is increasingly encouraged by the early signs of recovery in leisure, office and retail since the period end, which have the potential to deliver enhanced income and capital growth to our shareholders from our portfolio.

· The Group independently values all of its assets at the financial year end and at least 50%, by value, at the interim reporting date. For the six months ended 31 December 2021, 77.2% of the portfolio was independently valued with total income producing assets valued at US$802.3m (30 June 2021: US$801.9m), including acquisitions and capex additions amounting to US$3.1m. This represents a like-for-like property valuation increase of US$5.3m or 0.7% over the six month period, while the impact of the Euro vs the USD over the period negatively impacted valuations by US$9.9m which collectively result in reported property valuations (in US$) growing by 0.1%. 

Operational highlights

· The Group continues to make significant progress on its ESG and sustainability commitments and is ahead of its targets. The Group remains committed to its five-year target of a 25% reduction in carbon emissions and a 25% improvement in its building efficiency. The Group has more than 40% of women in leadership positions at Grit, and more than 65% localised employees, adding to the Group's diversity.

· Property portfolio now comprises a total of 54 investments, across eight countries and five asset classes.

· 90.0% (30 June 2021: 90.9%) of revenue is earned from multinational tenants7.

· 91.6% (30 June 2021: 92.7%) of income is produced in hard currency8.

· EPRA portfolio occupancy rate of 94.3% (30 June 2021: 94.7%).

· Total Grit proportionately-owned lettable area ("GLA") is 342,209m2.

· Weighted average contracted annual rent escalations at 4.7% (30 June 2021: 3.8%).

· Property valuations show modest growth of 0.1% (or US$ 5.2m) indicating signs of stabilisation of valuations as the COVID-19 impacts reside.

· Weighted average cost of debt remained stable at 5.7% (30 June 2021: 5.7%).

Post period end and outlook

· The Board today resumes the declaration of dividends, out of operating profits, having satisfied its LTV target of below 45%. An interim dividend of US$2.50 cents per share ("cps") for the 6 months ended 31 December 2021 (31 December 2020: US$1.50 cps) has been declared today. The Board continues to target paying a dividend in the current financial year of between US$ 5 to 6 cps distributing out of net operating income generated from its existing property assets, in line with its stated policy of paying out at least 80 per cent. of distributable earnings.

· Many European countries have now resumed and are resuming trade and travel links, and demand, specifically in our hospitality sector assets, is showing strong signs of recovery. The Board is encouraged by positive trends such as falling vacancies and increasing footfall in the Group's retail assets and the re-opening of the African borders to overseas tourists.

· The Company continues to pursue its asset recycling target of 20 per cent. of the value of the Group's property portfolio by 31 December 2023 at, or close to, reported book value to free up equity capital and reduce levels of indebtedness. To this end, Grit has recently announced on 26 January 2022 the sale of its 100% interest in ABSA House, Mauritius. Inclusive of transaction costs, the net sale proceeds to Grit are expected to be approximately MUR 180 million, or US Dollar 4.1 million, which will be applied towards the Company's revolving credit facilities and further debt reduction.

Notes

1

Refer to note 14b (unaudited).

2

Explanations of how European Public Real Estate Association ("EPRA") figures are derived from IFRS are shown in note 14 (unaudited).

3

Based on EPRA cost to income ratio calculation methodology which includes the proportionately consolidated effects of LLR and other associates.

4

Includes properties, investments, and property loan receivables - Refer to Chief Financial Officer's Statement for reconciliation and analysis.

5

Weighted average lease expiry ("WALE") .

6

Property occupancy rate based on EPRA calculation methodology - Includes associates.

7

Forbes 2000, Other Global and pan African tenants.

8

Hard (US$ and EUR) or pegged currency rental income.

Bronwyn Knight, Chief Executive Officer of Grit Real Estate Income Group Limited, commented:

"Notwithstanding the concerns arising from the Covid-19 Omicron strain in December 2021, the Board is increasingly encouraged by the early signs of recovery in the leisure, office and retail sectors since the period end, which has the potential to deliver enhanced income and capital growth to our shareholders from our portfolio. Many European countries have now resumed trade and travel links resulting in strong and improving hospitality sector demand, while increasing footfall and falling vacancies in the Group's retail assets further add to our confidence.

We are pleased by the success of the Group's equity issue in December 2021, the proceeds of which were largely utilised to reduce debt, and the enhanced financial flexibility positions the Company well for post Covid recovery opportunities.  

Having satisfied our LTV target of below 45%, we are pleased to resume dividends, today declaring an interim dividend of US$2.50 cents per share for the 6 months ended 31 December 2021. T he Board continues to target paying a dividend in the current financial year of between US$ 5 to 6 cents per share distributing out of net operating income generated from our existing property assets, in line with our stated policy of paying out at least 80 per cent. of distributable earnings . "

FOR FURTHER INFORMATION, PLEASE CONTACT:

Grit Real Estate Income Group Limited

 

Bronwyn K night , Chief Executive Officer

+230 269 7090

Darren Veenhuis, Chief Strategy Officer and Investor Relations

+44 779 512 3402

 

 

Maitland/AMO - Communications Adviser

 

James Benjamin

+44 7747 113 930 / +44 20 7379 5151

Alistair de Kare-silver

Grit-maitland@maitland.co.uk

 

 

finnCap Ltd - UK Financial Adviser

 

William Marle/Teddy Whiley (Corporate Finance)

+44 20 7220 5000

Mark Whitfeld/Pauline Tribe (Sales)

+44 20 3772 4697

Monica Tepes (Research)

+44 20 3772 4698

 

 

Perigeum Capital Ltd - SEM Authorised Representative and Sponsor

 

Shamin A. Sookia

+230 402 0894

Kesaven Moothoosamy

+230 402 0898

 

 

Capital Markets Brokers Ltd - Mauritian Sponsoring Broker

 

Elodie Lan Hun Kuen

+230 402 0280

NOTES:

Grit Real Estate Income Group Limited is the leading pan-African real estate company focused on investing in, developing and actively managing a diversified portfolio of assets in carefully selected African countries (excluding South Africa). These high-quality assets are underpinned by predominantly US$ and Euro denominated long-term leases with a wide range of blue-chip multi-national tenant covenants across a diverse range of robust property sectors.

The Company is committed to delivering strong and sustainable income for shareholders, with the potential for income and capital growth.

The Company holds its primary listing on the Main Market of the London Stock Exchange (LSE: GR1T and a secondary listing on the Stock Exchange of Mauritius (SEM: DEL.N0000).

Further information on the Company is available at www.grit.group

Directors:

Peter Todd+ (Chairman), Bronwyn Knight (Chief Executive Officer)*, Leon van de Moortele (Chief Financial Officer)*, David Love+, Sir Samuel Esson Jonah+, Nomzamo Radebe, Catherine McIlraith+, Jonathan Crichton+, Cross Kgosidiile +   and Bright Laaka+ (Permanent Alternate Director to Nomzamo Radebe).

(* Executive Director) (+ independent Non-Executive Director)

Company secretary : Intercontinental Fund Services Limited

Registered office address : PO Box 186, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 4HP

Registrar and transfer agent (Mauritius) : Intercontinental Secretarial Services Limited

SEM authorised representative and sponsor : Perigeum Capital Ltd

UK Transfer secretary : Link Assets Services Limited

Mauritian Sponsoring Broker : Capital Markets Brokers Ltd

This notice is issued pursuant to the FCA Listing Rules and SEM Listing Rule 15.24 and 15.36A and the Mauritian Securities Act 2005. The Board of the Company accepts full responsibility for the accuracy of the information contained in this communiqué.

A Company presentation for all investors and analysts via live webcast and conference call

The Company will host a live Zoom webcast and conference call on Monday, 28 February 2022 at 13:00 Mauritius time / 09:00 UK time.

 

The webcast and conference can be accessed directly at the following link: https://us06web.zoom.us/j/84335421487

 

A playback will be accessible on-demand within 48 hours via the Company website: https://grit.group/financial-results/  

Terms not otherwise defined in this announcement have the meanings given to them in the Prospectus issued by Grit on 22 November 2021.

CHIEF EXECUTIVE OFFICER'S STATEMENT

Grit's office, light industrial and corporate accommodation sector assets, that collectively account for more than 50 per cent. by value of the Grit Group's property portfolio, remain robust and resilient and relatively unaffected by the pandemic. In the prior financial period, travel and economic disruptions across Africa led to weakness and depressed property valuations in retail and, to a lesser extent, in hospitality sector assets, and while early recovery signs were evident throughout this latest 6 months, concerns over the Omicron variant restricted travel activity in December 2021 amidst renewed restrictions and travel bans, impacted the Group's portfolio valuations.

Many European countries have now resumed and are resuming trade and travel links, while demand, specifically in our hospitality sector assets, is showing strong signs of recovery. The Board is encouraged by these positive trends, and also falling vacancies and increasing footfall in the Group's retail assets and the re-opening of the Mauritian borders to overseas tourists.

Throughout the pandemic, the Company has focused on revenue stabilisation, diligent cost control and the effective management of rent collections and vacancies, all of which the Group is continuing to focus on. In the first half of this financial year, our team has once again delivered a strong operational performance that positions the   Group well for a recovery in the economies where we operate . These included:

· Grit Group's cash collections showed further improvement in the six months to 31 December 2021 growing to 94.9% of contracted lease income (from 92.5% for the 12 months to 30 June 2021 and 91.4% in the corresponding six-month period in 2020). Grit's hospitality sector tenants have now all resumed lease payments in full as from December 2021. While Grit has agreed a 48-month period for Beachcomber to repay EUR5.3m in cash concessions granted in 2021, the LUX Group has now repaid all outstanding contractual lease amounts.

· The weighted average occupancy rate increased to 94.3% (December 2020: 92.0%) through focused leasing activity especially in the retail and office sectors.

· Net Operating Income grew 0.6% for the six-month period to 31 December 2021, with a 10.8% increase from Grit's retail sector assets, which offset the slight weakness in Grit's office and corporate accommodation sectors.

 

Grit's portfolio valuations were impacted over the period, as valuers increased discount rates and capitalisation rates and gave more conservative re-let assumptions. Over the six months to 31 December 2021, the property portfolio valuation increased by 0.1% and the early signs of stabilisation and recovery are becoming increasingly evident across those assets in sectors hardest hit by the pandemic, which could lead to an earlier than expected rebound in retail sector asset valuations. Since the onset of the pandemic, reported property values dropped by over US$114 million, representing a 14.2 per cent. like-for-like reduction compared to 31 December 2019.

 

For the six-month period to 31 December 2021, supported by the Company's successful fundraise and increasingly robust operational performance, the Group has reported a reduced LTV of 41.4% (from 53.1% at 30 June 2021), which is below the Board's target of 45% required for the resumption of dividends.

 

COVID-19 period valuation declines and the increasing use of short-term working capital facilities for the provision of liquidity support to hospitality tenants resulted in Grit's reported LTV increasing to 53.1 per cent. as at 30 June 2021. This prompted management and the Board to take action to enhance the position of the Company for the expected post-pandemic recovery opportunities rather than wait for the natural recovery of valuations. These actions included:

 

· Suspending the payment of cash dividends in the second half of the 2021 financial year.

 

· Accelerating an asset recycling target of 20 per cent. of the value of the Group's property portfolio by 31 December 2023 at, or close to, reported book value to free up equity capital and reduce absolute levels of indebtedness. To this end, Grit has recently announced the sale of ABSA House in Mauritius and continues to be in discussions for the disposal of AnfaPlace Mall, the Grit Group's largest retail asset. These disposals would collectively represent in excess of 10% of the Group's property portfolio as at 31 December 2021.

 

· Extensive engagement with finance providers and successfully agreed increases to the lowest applied LTV and interest service cover ratio covenants, whilst also securing maturity extensions for most of the Grit Group's US$410 million outstanding debt to beyond April 2023. Grit reduced its debt balances by US$47.0m over the period. Management continues to investigate opportunities in relation to a further substantial debt restructure, which are supported by the recently improved credit metrics and new debt funding relationships established with the development funding institutions like the IFC and Proparco.

 

· In November 2021, the Company embarked on an Open Offer and placing of new ordinary shares to reduce its overall indebtedness and to provide for further expansion in its core and expanded business. The proceeds of the Issue are additionally intended to enable Grit to acquire a controlling shareholding in GREA and a majority shareholding in APDM, GREA's external management company. The proposed acquisitions will provide Grit with access to GREA's attractive pipeline of accretive development opportunities, and the Board believes the medium-term NAV growth prospects of the Grit Group will be significantly improved upon completion. The acquisition of a controlling interest in APDM is expected to further allow Grit to earn substantial development and asset management fees into the future from internal and third-party clients and joint venture partners.

 

Dividend resumption

The Board is pleased to declare a dividend for the 6-month period of US$2.5 cents per share, distributing out of net operating income generated from its existing property assets, in line with its stated policy of paying out at least 80 per cent. of distributable earnings. The Board continues to target paying a dividend in the current financial year of between US$ 5 to 6 cents per share.

 

Drive in Trading ("DiT") guarantee update 

In 2017, Grit provided an indemnity of up US$17.5 million to its largest shareholder, the Public Investment Corporation ("PIC"), for actual losses incurred by the PIC in the provision of funding to the Group's Black Economic Empowerment consortium, DiT, for the acquisition of an equity interest in Grit, as required under the South African listing requirements applicable at that time.  The debt facility was fully secured by the 23.25 million ordinary Grit shares acquired by DiT in June 2017.

Ahead of the debt facility maturity in August 2022, both Grit and the PIC, who is the current lender to DiT, have been assessing a sustainable long-term restructure of the DIT financing, but with Grit's share price continuing to trade at a significant discount to its Net Asset Value, such ability is now deemed limited.   Consequently, the parties are in the process of collapsing both Grit's guarantee exposure and the broader DIT structure. The resolution is not expected to result in any overhang of Grit ordinary shares to the market and further announcements will be made in due course.

 

As at 31 December 2021, the Company increased the provision against its guarantee exposure to US$12.5 million (30 June 2021: US$ 5.4 million) being the full net exposure of the Company under the current Guarantee Agreement. 

 

Investment update

· Grit's re-development of its Bollore light industrial facility in   Mozambique  was completed in December 2021 which modernises the facility and positions it for increasing activity in the gas industry of northern Mozambique. Bollore remain the anchor tenant, on the strength of a 5-year lease, with the remaining vacant space expected to be let within the current financial year.

· The phase 1 Cap Skirring,   Senegal   re-development programme, which formed part of the initial acquisition of the resort in January 2020, has by mutual agreement, being subjected to a reduced capex programme of EUR1.225 million by August 2022, which was aligned with Club Med's re-opening of the resort in December 2021.

·     The Orbit Africa transaction, being the sale and leaseback of an existing warehouse and manufacturing facility with a gross lettable area of 29,243 sqm at an accretive net acquisition yield of 9.60% under a 25-year US Dollar denominated triple net lease and a redevelopment and expansion of the facility at a contractual development yield of 16.0%, is expected to transfer in March 2021. The total investment is expected to be US$53.6 million and is funded through US$25 million senior debt financing from the IFC, a division of the World Bank, and the balance through a preference note issuance to Ethos Mezzanine Partners GP Proprietary Limited and BluePeak Private Capital GP. The transaction, which will further increase Grit's exposure to Kenya and the broader light industrial sector, is expected to be accretive to both NAV and earnings, delivering further sustainable value to our shareholders immediately. The Orbit Africa Facility upgrades are expected to create long lasting positive social, economic and environmental benefits for local communities and help to further strengthen the broader precinct as a prime logistics and supply chain hub, whilst the property will additionally benefit from being significantly improved to today's modern FMCG industry standards and achieving an IFC EDGE green building certification.

 

Gateway Real Estate Africa update 

GREA is a private company staffed by an experienced team of professionals with an established track record in African property development and project delivery. Grit is in the process of finalising the conditions precedent in relation to the acquisition of a controlling interest in GREA and APDM, as contemplated in the Circular issued to shareholders in November 2021. Further announcements will be made ahead of the long stop date of 31 March 2022.

An update on the key projects being undertaken by GREA are included below:

·     Elevation Diplomatic Residences, Addis Ababa Ethiopia, a 112-unit diplomatic residential tower conforming to US and other diplomatic agency structural and security requirements, predominantly tenanted to OBO, a division of the   US State Department, was completed and handed over in November 2021.  

· Phase one of a Tier 3 data centre in   Lagos, Nigeria  comprising 994 sqm GLA and tenanted to African Data Centres, part of the   Liquid Intelligent Technologies Group , was handed over for beneficial occupation in December 2021 .

· The construction of a 90-unit diplomatic apartment and town house community in   Kenya   fully tenanted by OBO, a division of the   US State Department, is making good progress and is expected to be delivered by May 2022.  

· The Precinct,   Mauritius: Commencement of a landmark 8,594 sqm GLA premium grade office development in Grand Baie in Q2 2021. Targeted completion   November 2022.

· St Helene Artemis Hospital,   Mauritius, comprising of a 5,368 sqm multi-speciality hospital commenced construction in 4Q2021. The anticipated completion date is January 2023.

 

ESG and sustainability

We recognise our role in transforming the design of buildings and developments for long-term sustainability, especially with Africa rapidly urbanising. Our sustainability efforts focus on energy efficiency and carbon reduction and the Group remains committed to a five-year target of a 25% reduction in carbon emissions and a 25% improvement in our building efficiency. We continue to make significant progress and are ahead of plan in the achievement of our targets.

In addition to environmental responsibility, we pride ourselves on achieving more than   40%   of women in leadership positions at Grit, and more than 6 5%   localised employees, adding to the Group's diversity. The Company further supports the numerous communities in the countries where we operate through our extensive CSR initiatives. The Company is proud to report that it is already achieving these targets and will aim to maintain and improve on its current achievements.

Outlook

The Board and management team have taken decisive, proactive action to defend and best position the Group's portfolio and business to deliver enhanced value to our shareholders over the short and long term. With our expertise in African real estate, and our team's experience, knowledge, skill sets and established relationships, we will continue to optimise and recycle assets and create value through proactive asset management and risk-mitigated development opportunities to support NAV growth.

In addition, we will continue to selectively pursue potential investments from our high-quality, diversified and yield accretive pipeline, supported by a strong tenant base and possible co-investment opportunities, as we have recently done.  The recent strengthening of our funding relationships with development finance institutions and banks positions us well to pursue further investment in industrial sector assets, where we see significant opportunities

The Board is encouraged by positive trends such as falling vacancies and increasing footfall in the Group's retail assets.

Finally, we are pleased by the success of the Issue in December 2021, and, on behalf of the Board, would like to thank existing and new Shareholders for their support in re-positioning the Company for the post COVID-19 recovery opportunities.   Having satisfied our LTV target of below 45%, we are pleased to resume dividends today and t he Board continues to target paying a dividend in the current financial year of between US$ 5 to 6 cents per share distributing out of net operating income generated from our existing property assets, in line with our stated policy of paying out at least 80 per cent. of distributable earnings.

We are increasingly confident both in further reducing our overall levels of debt as well as driving expansion in our core and expanded business, to deliver enhanced sustainable value to our shareholders.

 

Bronwyn Knight

Chief Executive Officer

 

CHIEF FINANCIAL OFFICER'S STATEMENT

Presentation of financial results

The abridged consolidated financial statements have been prepared in accordance with IFRS, in accordance with best practice in the sector, alternative performance measures have also been provided to supplement IFRS, based on the recommendations of European Public Real Estate Association ("EPRA"). EPRA's Best Practice Recommendations have been adopted widely throughout this report and are used within the business when considering our operational performance of the properties. Full reconciliations between IFRS and EPRA figures are provided in note 14.

Financial and Portfolio summary

The Group has maintained its focus on tightly managing aspects which are within its direct control while monitoring and reacting to those factors that are not. Cost optimisation, debtor's collections and re-letting activities continue to be the key elements of daily focus of the operations team, while the treasury team has made great strides in securing extensions to debt tenors and obtaining additional covenant headroom as required.

Gross IFRS rental income has increased marginally to US$24.1m from US$23.6m for the six months ended 31 December 2021.

 

  6 Months ended

31 Dec 2021

6 Months ended

31 Dec 2020

 

US$'000

US$'000

Contractual rental income

19,270

19,264

Retail parking income

809

836

Other rental income (lease incentives)

1,008

1,074

Recoverable property expenses

2,708

2,703

Straight-line rental income accrual

352

(268)

Gross rental income

24,147

23,609

For meaningful comparison, assets accounted for as associates and joint ventures have been proportionately presented in the relevant sectors to produce a "Grit Property Portfolio" revenue, operating expenses and NOI analysis below. Grit Property Portfolio revenue has risen 2.5% from prior year on annual contractual lease escalations and asset acquisitions annualising in the period, resulting in a 0.6% increase in net operating income over the six-month period to 31 December 2021.

Sector

Revenue HY2022

Revenue HY2021

Movement

Opex HY2022

Opex HY2021

Movement

NOI HY2022

NOI HY2021

Movement

Rental Collection HY2022

 

USD'000

USD'000

%

USD'000

USD'000

%

USD'000

USD'000

%

%

Retail

8,787

7,640

15.0%

(3,788)

(3,128)

21.1%

4,999

4,512

10.8%

88.5%

Hospitality

6,125

6,142

(0.3%)

-

-

0.0%

6,125

6,142

(0.3%)

83.2%

Office

8,170

8,538

(4.3%)

(922)

(945)

(2.4%)

7,248

7,593

(4.6%)

108.0%

Industrial

1,289

1,083

19.0%

(41)

(41)

2.4%

1,248

1,042

19.8%

89.4%

Corporate Accommodation

6,276

6,599

(4.9%)

(990)

(944)

5.0%

5,286

5,655

(6.5%)

99.3%

LLR portfolio

1,417

1,344

5.4%

(140)

(176)

(20.5%)

1,277

1,168

9.3%

n/a

GREA portfolio

207

126

64.3%

-

-

0.0%

207

126

64.3%

n/a

Corporate

(27)

-

0.0%

387

355

9.0%

360

355

1.4%

n/a

TOTAL

32,244

31,472

2.5%

(5,494)

(4,879)

12.6%

26,750

26,593

0.6%

94.9%

Subsidiaries

24,147

23,609

2.3%

(4,950)

(4,132)

19.8%

19,197

19,477

(1.4%)

 

Associates

8,097

7,863

3.0%

(544)

(747)

(27.1%)

7,553

7,116

6.1%

 

Note 1

Rental Collections represents the amount of cash received as a percentage of contractual income. Contractual income is stated before the effects of any rental deferment and concessions provided to tenants.

Property valuations

Investment properties are valued at each reporting date with valuations performed every year by independent professional valuation experts accredited by the Royal Institute of Chartered Surveyors' ("RICS") and compliant with International Valuation Standards.

The table below show the movement of the property values from 30 June 2021 to 31 December 2021.

Sector

Property Value

30 June 2021

Forex movement

Additions

Other

Fair value movements

Property Value

31 Dec 2021

Total Valuation Movement

Fair Value Movement

 

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

%

%

Retail

186,295

589

389

418

1,285

188,976

1.4%

0.7%

Hospitality

174,420

(8,190)

153

510

2,394

169,287

(2.9%)

1.4%

Office

191,472

(362)

128

186

1,549

192,973

0.8%

0.8%

Industrial

36,232

-

1,821

57

(365)

37,745

4.2%

(1.0%)

Corporate Accommodation

127,899

-

176

140

78

128,293

0.3%

0.1%

LLR portfolio

26,999

(1,941)

106

-

332

25,496

(5.6%)

1.2%

GREA portfolio

12,557

-

1,060

-

-

13,617

8.4%

-

TOTAL

755,874

(9,904)

3,833

1,311

5,273

756,387

0.1%

0.7%

Subsidiaries

549,491

(6,740)

2,751

1,129

3,256

549,887

0.1%

0.6%

Associates

206,383

(3,164)

1,082

182

2,017

206,500

0.0%

1.0%

 

Total investment in income generating assets has remained relatively flat from USD801.9 million in June 2021 to USD802.3 million in December 2021.

COMPOSITION OF INCOME PRODUCING ASSETS

31 Dec 2021

30 June 2021

 

USD'm

USD'm

Investment properties

549.9

549.5

Investment properties included within 'Investment in associates and joint ventures'

192.6

193.8

Properties under development within 'Investment in associates and joint ventures'

13.8

12.6

 

756.3

755.9

Deposits paid on investment properties

5.8

5.7

Other investments, Property, plant & equipment, Intangibles & related party loans

40.2

40.3

TOTAL INCOME PRODUCING ASSETS

802.3

801.9

 

Cost control

Administrative costs

31 December 2021

31 December 2020

Movement

Movement

 

USD'000

USD'000

USD'000

%

Ongoing administrative costs

6,542

6,447

(95)

-1.47%

Transaction costs

32

251

219

87.42%

Total administrative expenses

6,574

6,698

124

1.85%

A metric by which the Group measures its operating efficiency is the ongoing administrative cost to assets ratio. The Group continues to target a medium-term admin cost to assets ratio of under 1.0%. For the six months to 31 December 2021, the annualised ratio is 1.6% as compared to 1.7% for the year ended 30 June 2021.

Net Asset Value and EPRA earnings per share

 

UNAUDITED
31 December 2021

UNAUDITED
31 December 2021

UNAUDITED
31 December 2020

UNAUDITED
31 December 2020

 

US$'000

Per Share (Diluted)
(Cents Per Share)

US$'000

Per Share (Diluted)
(Cents Per Share)

EPRA Earnings

8,413

2.56

9,498

3.09

Total Company Specific Adjustments

(2,493)

(0.76)

208

0.07

Adjusted EPRA Earnings

5,920

1.80

9,706

3.16

Total Company Specific Distribution Adjustments

4,122

1.28

2,103

0.72

TOTAL DISTRIBUTABLE EARNINGS

10,042

3.08

11,809

3.88

 

 

 

 

 

DIVIDEND DECLARED OUT OF PROFITS

8,158

2.50

4,568

1.50

 

 

 

 

 

EPRA NRV

400,242

86.66

399,539

124.40

EPRA NTA

390,702

84.60

388,965

121.10

EPRA NDV

339,799

73.57

330,370

102.90

 

As at 31 December 2021, EPRA NRV per share decreased by 15.3% from US$102.4cps (June 2021) to US$86.7cps, while IFRS NAV per share dropped 12.7% to US$73.6cps. In total, dilution of shares accounted for the drop in both EPRA NRV and IFRS NAV per share.

NET ASSET VALUE EVOLUTION

USD'000

US$ cps

June 2021 as reported - IFRS

270,858

84.3

Derivative financial instruments

2,628

0.8

Deferred Tax on Properties

55,372

17.3

EPRA NRV at 30 Jun 2021

328,858

102.4

Fair Value - Retail Assets

1,285

0.4

Fair Value - Office

1,549

0.5

Fair Value - Corporate Accommodation

78

0.0

Fair Value - Hospitality

2,394

0.7

Fair Value - Light Industrial

(33)

(0.0)

Fair value of financial Assets

(7,327)

(2.3)

Fair value of derivatives

1,252

0.4

Non-cash profits

828

0.3

Cash Profits

6,756

2.1

Movement in Foreign Currency Translation reserve

(2,145)

(0.7)

Dividend attributable to NCI

1,166

0.4

EPRA NRV before dilution

334,661

104.2

Issue of shares

65,581

(17.5)

EPRA NRV at 31 Dec 2021

400,242

86.7

Deferred Tax on Properties

(59,065)

(12.8)

Derivative financial instruments

(1,378)

(0.3)

IFRS NRV at 31 Dec 2021

339,799

73.6

 

Treasury

In line with our policy, the Group has successfully refinanced the majority of the short-dated debt. Although the Group's weighted average debt expiry as at 30 June 2021 was 1.48 years, these actions have resulted in a temporary increase to 1.68 years six months later as at 31 December 2021 until a more suitable solution is concluded for the current year.

The impact of the global inflationary increases is expected to result in interest rate hikes. This would be shielded by our contractual lease escalations that are in place and the Group expects a favorable cumulative impact to our service cover ratios. To further take advantage of this the Group is looking at fixing a large component of variable rates in the anticipating debt solution mentioned below.

One of the Group's major strategic goals is achieving an LTV of between 35% to 40%. The recent capital raise and perpetual note resulted in the Group meeting the Board's near-term target of a 41.4% LTV.

Movement in Debt for the period

As at 31 December 2021

As at 30 June 2021

 

USD'000

USD'000

Balance at the beginning of the period

410,588

392,999

Proceeds of interest bearing-borrowings

6,522

43,562

Overdraft converted to term loan

-

7,203

Loan issue costs incurred

(2,202)

(1,520)

Amortisation of loan issue costs

1,318

2,974

Foreign currency translation differences

(6,511)

7,548

Interest accrued

229

(1,173)

Debt settled during the year

(47,024)

(41,005)

As at period end

362,920

410,588

 

Our multi-bank approach has once again proven to be an effective approach to funding and banking in general. The following debt transactions were concluded during the period under review as a short-term measure to create   a platform for a more strategic and suitable balance sheet solution.

Subsidiaries

· The Group has extended all its State Bank of Mauritius facilities to 31 March 2025.

· The Investec Bank facility on the AnfaPlace Mall held by Freedom Property Fund SARL in Morocco has been extended to April 2023, as part of the terms of the refinance, an amount of US$6 million will be repayable over the period of which US$3.6 million have been paid as at 31 December 2021 and US$2.4 million during January 2022. The balance of the loan at 31 December 2021 was US$41.2 million.

· The Group's RCF facilities of US$ 7.0 million held with Nedbank and EUR26.5 million held with SBSA have been extended to April 2023. These facilities were settled by the capital raise and are fully committed and undrawn as at 31 December 2021.

Associates and Joint Ventures

· The BHI syndicated loan of EUR 50.0 million has been extended to May 2023 with State Bank of Mauritius taking over the Investec exposure.

· Upcoming Debt - Bank of China facility in Zambia of US$76.4 million (US$ 47.1 million net after back-to-back loans of US$29.3 million from Zambian partners - refer Note 4).

· The Group is actively engaging with its leading financiers to incorporate the facility into a larger debt syndication covering multiple jurisdictions and sectors. The target solution will bring scale, diversification, tenor, and optimal funding costs to the Group's debt portfolio.

The total capital exposure to debt providers (net of interest accrued and unamortised loan issue costs) as at 31 December 2021 is as follows:

 

Debt in Subsidiaries

Debt in associates

Total

 

Debt in Subsidiaries

Debt in

associates

Total

 

 

 

USD'000

USD'000

USD'000

%

USD'000

USD'000

USD'000

%

 

Standard Bank Group

140,000

-

140,000

34.2%

170,676

-

170,676

37.5%

Bank of China

84,960

-

84,960

20.8%

84,960

-

84,960

18.6%

State Bank of Mauritius

60,804

16,805

77,609

19.0%

62,840

8,830

71,670

15.7%

Investec Group

41,246

-

41,246

10.1%

47,023

8,830

55,853

12.3%

Absa Group

15,092

7,500

22,592

5.5%

16,179

7,500

23,679

5.2%

ABC Banking Corporation

10,913

-

10,913

2.7%

14,918

-

14,918

3.3%

Nedbank CIB

-

3,100

3,100

0.8%

7,000

3,100

10,100

2.2%

Mauritius Commercial Bank

-

8,403

8,403

2.1%

-

8,830

8,830

1.9%

Maubank

5,312

-

5,312

1.3%

6,469

-

6,469

1.4%

First National Bank

-

6,708

6,708

1.5%

-

5,294

5,294

1.2%

Housing finance corporation

-

2,332

2,332

0.6%

-

2,209

2,209

0.5%

Bank of Gaborone

-

1,400

1,400

0.3%

-

1,077

1,077

0.2%

Ethos Private Equity

2,475

-

2,475

0.6%

-

-

-

-

Blue Peak Private Equity

2,250

-

2,250

0.5%

-

-

-

-

TOTAL BANK DEBT

363,052

46,248

409,300

100%

410,065

45,670

455,735

100%

Interest accrued

4,405

-

4,405

 

4,176

-

4,176

 

Unamortised loan issue costs

(4,537)

-

(4,537)

 

(3,653)

-

(3,653)

 

TOTAL DEBT

362,920

46,248

409,168

 

410,588

45,670

456,258

 

                     

 

Dividend

An interim dividend per share has been declared for the six-month period ended 31 December 2021 of US$2.5 cents per share, paying out at least 80 percent of distributable earnings.

 

The below reconciliation provides further details of the IFRS statement of comprehensive income and the adjustments made to provide additional insight into the components of properties held in joint ventures and associates, as well as the portion attributable to non-controlling interests (for properties consolidated by Grit, but part-owned by minority partners.

 

 IFRS YTD

 Split from Associate

 Split NCI

 GRIT Economic IS

YTD Distributable earnings

PY Distributable earnings

 

 Movement

 

 US$'000

 US$'000

 US$'000

 US$'000

US$'000

US$'000

 

US$'000

Gross rental income

24,147

8,097

(3,583)

28,661

27,280

31,824

 

(4,544)

Property operating expenses

(4, 950)

(544)

1,307

(4,187)

(4,173)

(3,851)

 

(322)

Net operating profit

19,197

7,553

(2,276)

24,474

23,107

27,973

 

(4,866)

Other income

568

2,553

(146)

2,975

2,976

191

 

2,785

Administration expenses

(6,542)

(923)

420

(7,045)

(6,696)

(7,221)

 

525

Net impairment charge on financial assets

1,100

6

(91)

1,015

-

-

 

-

Profit from operations

14,323

9,189

(2,093)

21,419

19,387

20,943

 

(1,556)

Fair value adjustment on investment properties

3,256

2,017

(1,121)

4,152

-

98

 

(98)

Transaction costs

(32)

-

-

-

-

-

 

-

Fair value adjustment on other investments

-

(461)

-

(461)

-

-

 

-

Fair value adjustment on other financial asset

(6,716)

(150)

-

(6,866)

-

-

 

-

Fair value adjustment on derivative financial instruments

1,252

-

-

1,252

-

-

 

-

Impairment of loans

-

-

(5)

(5)

-

-

 

-

Share-based payment

(1,162)

-

-

(1,162)

-

-

 

-

Share of profits from associates

10,286

(10,286)

-

-

-

-

 

-

Gain from bargain purchase on associates

-

2

-

2

-

-

 

-

Foreign currency (losses) / gains

(1,132)

1,478

(109)

237

-

-

 

-

Profit before interest and taxation

20,075

1,789

(3,328)

18,536

19,387

21,041

 

(1,654)

Interest income

923

1,539

(1)

2,461

2,461

2,740

 

(279)

Finance costs - Intercompany

-

-

1,427

1,427

1,427

1,281

 

146

Finance charges

(12,536)

(3,052)

919

(14,669)

(13,560)

(13,786)

 

226

Profit before taxation

8,462

276

(983)

7,755

9,715

11,276

 

(1,561)

Current tax

(713)

(211)

167

(757)

(757)

(597)

 

(160)

Deferred tax

(2,902)

(67)

247

(2,722)

-

-

 

-

Profit after taxation

4,847

-

(569)

4,278

8,958

10,679

 

(1,721)

RBO OCI

 -

-

-

 -

-

-

 

-

Total comprehensive income

4,847

-

(569)

4,278

8,958

10,679

 

(1,721)

VAT

 -

-

-

 -

1,084

1,130

 

(46)

Distributable earnings

-

-

10,042

11,809

 

(1,767)

Profit Withheld

(1,884)

(7,241)

 

5,357

Dividend

-

-

-

-

8,158

4,568

 

3,590

 

 

Leon van de Moortele

Chief Financial Officer

28 February 2022

PRINCIPAL RISKS AND UNCERTAINTIES

Grit has a detailed risk management framework in place that is reviewed annually and duly approved by the Risk Committee and the Board. Through this risk management framework, the Company has developed and implemented appropriate frameworks and effective processes for the sound management of risk.

The principal risks and uncertainties facing the Group as at 30 June 2021 are set out on pages 24 to 31 of the 2021 Integrated Annual Report together with the respective mitigating actions and potential consequences to the Group's performance in terms of achieving its objectives. These principal risks are not an exhaustive list of all risks facing the Group but are a snapshot of the Company's main risk profile as at year end.

The Board has reviewed the principal risks and existing mitigating actions in the context of the second half of the current financial year. The Board believes there has been no material change to the risk categories and are satisfied that the existing mitigation actions remain appropriate to manage them.

STATEMENT OF DIRECTORS RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The directors confirm that the abridged consolidated half year financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as issued by the International Accounting Standards Board ("IASB") and that the half year management report includes a fair review of the information required by the Disclosure Guidance and Transparency Rules ("DTR") 4.2.7R and DTR 4.2.8R, namely:

· Important events that have occurred during the first six months and their impact on the abridged set of half year unaudited financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· Material related party transactions in the first six months and a fair review of any material changes in the related party transactions described in the last Annual Report.

The maintenance and integrity of the Grit website is the responsibility of the directors.

Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from the legislations in other jurisdictions. The directors of the Group are listed in its Annual Report for the year ended 30 June 2021. A list of current directors is maintained on the Grit website: www.grit.group.

On behalf of the Board

Bronwyn Knight

Leon van de Moortele

Chief Executive Officer

Chief Financial Officer

ABRIDGED CONSOLIDATED STATEMENT OF INCOME STATEMENT

 

 

Unaudited

six months ended

31 Dec 2021

Unaudited

six months ended

31 Dec 2020

 

Notes

US$'000

US$'000

Gross property income

9

24,147

23,609

Property operating expenses

 

(4,950)

(4,037)

Net property income

 

19,197

19,572

Other income

 

568

91

Administrative expenses

 

(6,542)

(6,698)

Net impairment charge on financial assets

 

1,100

643

Profit from operations

 

14,323

13,608

Fair value adjustment on investment properties

 

3,256

(4,327)

Contractual receipts from vendors of investment properties

2

-

98

Total fair value adjustment on investment properties

 

3,256

(4,229)

Corporate restructure costs

 

(32)

-

Fair value adjustment on other financial liability

 

(6,716)

353

Fair value adjustment on derivative financial instruments

 

1,252

428

Share-based payment expense

 

(1,162)

(64)

Share of profits / (loss) from associates and joint ventures

3

10,286

1,557

Impairment of loans and other receivables

 

-

825

Foreign currency (losses) / gains

 

(1,132)

1,331

Profit before interest and taxation

 

20,075

13,809

Interest income

10

923

1,293

Finance costs

11

(12,536)

(12,470)

Profit for the period before taxation

 

8,462

2,632

Taxation

 

(3,615)

(4,909)

Profit / (loss) for the period after taxation

 

4,847

(2,277)

Profit / (loss) attributable to:

 

 

 

Owners of the parent

 

4,278

1,732

Non-controlling interests

 

569

(4,009)

 

 

4,847

(2,277)

Basic and diluted earnings per share (cents)

13

1.30

0.55

ABRIDGED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Unaudited

six months ended

31 Dec 2021

Unaudited

six months ended

31 Dec 2020

 

US$'000

Profit  / (loss) for the year

4,847

(2,277)

Retirement benefit obligation

-

-

(Loss) / profit on translation of functional currency

(2,626)

8,649

Other comprehensive expense that may be reclassified to profit or loss

(2,626)

8,649

Total comprehensive income relating to the year

2,221

6,372

Total comprehensive income/ (expense) attributable to:

 

 

Owners of the parent

2,133

8,751

Non-controlling interests

88

(2,379)

 

2,221

6,372

ABRIDGED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

Unaudited as at

31 Dec 2021

Audited as at

30 June 2021

Unaudited as at

31 Dec 2020

 

Notes

US$'000

US$'000

US$'000

Assets

 

 

 

 

Non-current assets

 

 

 

 

Investment properties

2

549,887

549,491

591,334

Deposits paid on investment properties

2

5,753

5,698

5,050

Property, plant and equipment

 

2,260

2,448

2,591

Intangible assets

 

770

480

543

Other investments

 

1

1

1

Investments in associates and joint ventures

3

188,079

167,492

168,293

Related party loans receivable

 

92

-

2,636

Other loans receivable

4

-

-

29,540

Trade and other receivables

5

1,246

2,166

1,966

Deferred tax

 

21,042

20,067

27,993

Total non-current assets

 

769,130

747,843

829,947

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

5

36,058

18,946

33,172

Current tax receivable

 

1,397

1,440

641

Related party loans receivable

 

248

197

171

Other loans receivable

4

37,050

37,303

11,794

Derivative financial instruments

 

46

87

79

Cash and cash equivalents

 

34,949

4,890

10,183

Total current assets

 

109,748

62,863

56,040

Total assets

 

878,878

810,706

885,987

 

 

 

 

 

Equity and liabilities

 

 

 

 

Total equity attributable to ordinary shareholders

 

 

 

 

Ordinary share capital

 

528,670

463,842

463,842

Treasury shares reserve

 

(21,312)

(18,406)

(18,406)

Foreign currency translation reserve

 

(650)

1,495

3,140

Antecedent dividend reserve

 

3,659

-

-

Accumulated losses

 

(170,568)

(176,073)

(118,206)

Equity attributable to owners of the Company

 

339,799

270,858

330,370

Preference share capital

6

25,481

25,481

25,481

Perpetual preference note

7

25,169

-

-

Non-controlling interests

 

(19,012)

(17,935)

(12,028)

Total equity

 

371,437

278,404

343,823

 

 

 

 

 

Liabilities

 

 

 

 

Non-current liabilities

 

 

 

 

Redeemable preference shares

 

12,840

12,840

12,840

Proportional shareholder loans

 

17,725

17,582

16,116

Interest-bearing borrowings

8

259,904

215,565

400,538

Lease liabilities

 

750

750

905

Related party loans payable

 

848

648

-

Deferred tax liability

 

55,535

51,720

65,594

Total non-current liabilities

 

347,602

299,105

495,993

 

 

 

 

 

Current liabilities

 

 

 

 

Interest-bearing borrowings

8

103,016

195,023

7,948

Lease liabilities

 

57

205

179

Trade and other payables

 

23,305

24,843

26,129

Current tax payable

 

1,215

1,438

1,926

Derivative financial instruments

 

1,424

2,714

3,653

Related party loans payable

 

17,799

91

78

Other financial liability

 

13,023

6,307

4,515

Bank overdrafts

 

-

2,576

1,743

Total current liabilities

 

159,839

233,197

46,171

Total liabilities

 

507,441

532,302

542,164

Total equity and liabilities

 

878,878

810,706

885,987

ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

Unaudited

six months ended

31 Dec 2021

Unaudited

six months ended

31 Dec 2020

 

Notes

US$'000

US$'000

Cash generated from operations

 

 

 

Profit before taxation for the period

 

8,462

2,632

Adjusted for:

 

 

 

Depreciation and amortisation

 

320

309

Interest income

10

(923)

(1,293)

Share of profits from associates and joint ventures

3

(10,286)

(1,557)

Finance costs

11

12,536

12,470

IFRS 9 charges

 

(1,100)

(2,260)

Foreign currency losses / (gains)

 

1,132

(1,331)

Straight-line rental income accrual

 

(352)

268

Amortisation of lease premium

 

(1,000)

1,254

Share based payment expense

 

1,162

64

Fair value adjustment on investment properties

2

(3,256)

4,229

Fair value adjustment on other financial liability

 

6,716

(353)

Fair value adjustment on derivative financial instruments

 

(1,252)

(428)

 

 

12,159

14,004

Changes to working capital

 

 

 

Movement in trade and other receivables

 

870

(10,206)

Movement in trade and other payables

 

(2,596)

2,285

Cash generated from operations

 

10,433

6,083

Taxation paid

 

(887)

(365)

Net cash generated from operating activities

 

9,546

5,718

 

 

 

 

Cash utilised on investing activities

 

 

 

Acquisition of, and additions to investment properties

2

(2,542)

(3,423)

Deposits (paid) / refunded on investment properties

 

-

(550)

Additions to property, plant and equipment

 

(36)

(14)

Additions to intangible assets

 

(378)

(62)

Acquisition of associates and joint ventures

 

-

(1,998)

Dividends and interest received from associates and joint ventures

 

2,093

2,879

Interest received

 

1,047

916

Proceeds from partial disposal of investment in subsidiaries

 

-

5,357

Related party loans receivable

 

(226)

-

Proceeds from disposal of property, plant and equipment

 

-

93

Related party loans payable

 

456

(32,883)

Other loans advanced

 

-

(31)

Proportional shareholder loans received from associates

 

2,002

1,143

Proportional shareholder loans repaid

 

(472)

-

Proceeds from proportional shareholder loans

 

393

6,501

Other loans repayment received

 

-

1,089

Net cash generated / (utilised) in investing activities

 

2,337

(20,983)

Proceeds from the issue of equity instruments

 

83,767

9,811

Equity issuance costs

 

(9,217)

(114)

Dividends paid to non-controlling shareholders

 

(1)

(417)

Ordinary dividends paid

 

-

1

Proceeds from issue of preference shares

6

-

25,481

Proceeds from interest bearing borrowings

8

6,522

32,517

Settlement of interest-bearing borrowings

8

(47,024)

(24,669)

Finance costs

 

(12,942)

(13,441)

Payments of leases

 

(173)

(75)

Net cash generated from financing activities

 

20,932

29,094

Net movement in cash and cash equivalents

 

32,815

13,829

Cash at the beginning of the year

 

2,314

(5,629)

Effect of foreign exchange rates

 

(180)

240

Total cash and cash equivalents at the end of the period

 

34,949

8,440

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Ordinary share capital

Treasury shares

Foreign currency translation reserve

Antecedent Dividend reserve

Accumulated losses

Preference share capital

Perpetual preference note

Non-controlling interests

Total

equity

 

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

Balance as at 1 July 2020

454,145

(18,406)

(4,072)

-

(133,784)

-

-

(614)

297,269

 

Profit / (loss) for the year

-

-

-

-

(51,927)

-

-

(9,449)

(61,376)

 

Other comprehensive income for the year

-

-

5,374

-

42

-

-

1,631

7,047

 

Total comprehensive income / (expense)

-

-

5,374

-

(51,885)

-

-

(7,818)

(54,329)

 

Share based payments

-

-

-

-

127

-

-

-

127

 

Ordinary dividends paid

-

-

-

-

(4,780)

-

-

-

(4,780)

 

Ordinary shares issued

9,810

-

-

-

-

-

-

-

9,810

 

Preference shares issued

-

-

-

-

-

25,481

-

-

25,481

 

Share issue expenses

(113)

-

-

-

-

-

-

-

(113)

 

Transaction with non-controlling interests without change in control

-

-

193

-

14,249

-

-

(9,084)

5,358

 

Dividends paid to non-controlling shareholders

-

-

-

-

-

-

-

(419)

(419)

 

Balance as at 30 June 2021 (audited)

463,842

(18,406)

1,495

-

(176,073)

25,481

-

(17,935)

278,404

 

 

 

 

 

 

 

 

 

 

Balance as at 1 July 2020

454,145

(18,406)

(4,072)

-

(133,784)

-

-

(614)

297,269

Profit for the period

-

-

-

-

1,732

-

-

(4,009)

(2,277)

Other comprehensive expense for the period

-

-

7,019

-

-

-

-

1,630

8,649

Total comprehensive income

-

-

7,019

-

1,732

-

-

(2,379)

6,372

Share based payments

-

-

-

-

64

-

-

-

64

Dividends paid to non-controlling shareholders

-

-

-

-

-

-

-

(417)

(417)

Ordinary shares issued

9,811

-

-

-

-

-

-

-

9,811

Preference shares issued

-

-

-

-

-

25,481

-

-

25,481

Share issue expenses

(114)

-

-

-

-

-

-

-

(114)

Transaction with non-controlling interests without change in control

-

-

193

-

13,782

-

-

(8,618)

5,357

Balance as at 31 December 2020 (unaudited)

463,842

(18,406)

3,140

-

(118,206)

25,481

-

(12,028)

343,823

 

 

 

 

 

 

 

 

 

 

Balance as at 1 July 2021

463,842

(18,406)

1,495

-

(176,073)

25,481

-

(17,935)

278,404

Profit for the period

-

-

-

-

4,278

-

-

569

4,847

Other comprehensive expense for the period

-

-

(2,145)

-

-

-

-

(481)

(2,626)

Total comprehensive income

-

-

(2,145)

-

4,278

88

2,221

Share based payments

-

-

-

-

62

-

-

-

62

Treasury shares

-

(2,906)

-

-

-

-

-

-

(2,906)

Ordinary shares issued

76,098

-

-

-

-

-

-

-

76,098

Transfer to antecedent dividend reserve

(3,659)

-

-

3,659

-

-

-

-

-

Perpetual preference note issued

-

-

-

-

-

-

26,775

-

26,775

Perpetual preference note issue expenses

-

-

-

-

-

-

(1,606)

-

(1,606)

Share issue expenses

(7,611)

-

-

-

-

-

-

-

(7,611)

Dividends distributable to non-controlling shareholders

-

-

-

-

1,165

-

-

(1,165)

-

Balance as at 31 December 2021 (unaudited)

528,670

(21,312)

(650)

3,659

(170,568)

25,481

25,169

(19,012)

371,437

NOTES TO THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies

The principal accounting policies applied in the preparation of this abridged consolidated financial statements are set out below.

1.1 Basis of preparation

The unaudited abridged consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB; the Financial Pronouncements as issued by Financial Reporting Standards Council and the LSE and SEM Listings Rules. The unaudited abridged consolidated financial statements have been prepared on the going-concern basis and were approved for issue by the Board on 28 February 2022.

Going Concern

The directors are required to consider an assessment of the Group's ability to continue as a going concern when producing the interim abridged consolidated financial statements.

The Directors are of the opinion that after reconsideration of the items highlighted in the Integrated Annual Report published on 29 October 2021 (see pages 134 to 135), the risks assessed have substantially reduced. The Issue in December 2021 (and resultant drop in LTV from 53% to 41.4%) and the stabilisation of the property portfolio valuations have contributed to this reduction, however the directors have concluded that there remains a material uncertainty that may cast significant doubt on the Group's and Company's ability to continue to operate as a going concern.

The following factor remains a consideration in assessing going concern:

1.  One of the debt facilities (for a net amount of US$47.1 million, being the total loan amount of US$76.4 million, less the back-to-back loan to the property partners of US$29.3 million) is required to be refinanced by April 2022. Whilst the Directors have no reason to believe that this will not be refinanced, should this not occur, the Group and Company would need to secure additional financing to avoid being in default. Three related properties (valued at US$123.9 million) as well as a group guarantee are currently pledged as security for the facility.

Notwithstanding the outstanding material uncertainty on the facility detailed above and taking into account the results of the analysis and the various mitigating actions available to the Company and the Group, the Board has concluded that it is appropriate to prepare the financial statements on the going concern basis.  The financial statements do not contain the adjustments that would be necessary if the Company and the Group were unable to continue as a going concern.

Functional and presentation currency

The consolidated financial statements are prepared and are presented in United States Dollars (US$). Amounts are rounded to the nearest thousand, unless otherwise stated. Some of the underlying subsidiaries and associates have different functional currencies other than the US$ which is predominantly determined in the country in which they operate.

Presentation of alternative performance measures

The Group presents certain alternative performance measures on the face of the income statement. Revenue is shown on a disaggregated basis, split between gross rental income and the straight-line rental income accrual. Additionally, the total fair value adjustment on investment properties is presented on a disaggregated basis to show the impact of contractual receipts from vendors separately from other fair value movements. These are non IFRS measures and supplement the IFRS information presented. The directors believe that the presentation of this information provides useful insight to users of the financial statements and assists in reconciling the IFRS information to industry wide EPRA metrics.

1.2 Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is a person or group that is responsible for allocating resources and assessing performance of the operating segments. The Group has determined the board as its chief operating decision-maker as it is the board that makes the Group's strategic decisions. Each operating entity has its own Segmental and Geographical allocation, and it is not allocated to more than one sector.

1.3 Critical Judgements and estimates

The preparation of these abridged consolidated financial statements in conformity with IFRS requires the use of accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The estimates and assumptions relating to the fair value of investment properties in particular, have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the subsequent financial year. Fair value adjustments do not affect the determination of distributable earnings but have an effect on the net asset value per share presented on the statement of financial position to the extent that such adjustments are made to the carrying values of assets and liabilities.

Judgements

The principal areas where such judgements have been applied are:

Unconsolidated structured entity

Drive in Trading (DiT), a B-BBEE consortium, secured a facility of US$33.4 million from the Bank of America N.A (UK Branch) ("BoAML") to finance its investment in Grit. The BoAML facility was granted to DiT after South Africa's Government Employees Pension Fund (GEPF), represented by Public Investment Corporation SOC Limited ("PIC"), provided a guarantee to BoAML in the form of a Contingent Repurchase Obligation ("CRO") for up to US$35 million. The terms of the CRO obligate PIC to acquire the loan granted to DiT should DiT default under the BoAML facility.

In order to facilitate the above, the Group agreed to de-risk 50% of PIC's US$35 million exposure to the CRO, by granting PIC a guarantee whereby should BoAML enforce the CRO, the Group would indemnify PIC for up to 50% of the losses, capped at US$17.5 million, following the sale of the underlying securities, being the shares held by DiT in Grit.

Given the unusual structure of the transaction, the Group has determined that DiT has limited and predetermined activities and can be considered a "structured entity" under IFRS 12 as the "design and purpose" of DiT was to fund Grit rights issue and at the same time enable Grit to obtain B-BBEE credentials.

As the Group does not have both, power to direct the activities of DiT and an exposure to variable returns, the Group has exercised judgment on not to consolidate DiT but disclose it as an unconsolidated structured entity due to DiT being a related party.

Freedom Asset Management (FAM) as a subsidiary

The Group has considered Freedom Asset Management (FAM) to be its subsidiary for consolidation purposes due to the Group's implied control of FAM, as the Group has ability to control the variability of returns of FAM and has the ability to affect returns through its power to direct the relevant activities of FAM. The Group does not own any interest in FAM however it has exposure to returns from its involvement in directing the activities of FAM.

Grit Executive Share Trust (GEST) as a subsidiary

The Group has considered Grit Executive Share Trust (GEST) to be its subsidiary for consolidation purposes due to the Group's implied control of GEST, as the Group's ability to appoint the majority of the trustees and to control the variability of returns of GEST. The Group does not own any interest in GEST but is exposed to the credit risk and losses of (GEST) as the Group shall bear any losses sustained by GEST and shall be entitled to receive and be paid any profits made in respect of the purchase, acquisition, sale or disposal of unawarded shares in the instance where shares revert back to GEST. No non-controlling interest has been accounted for in the current year.

Gateway Real Estate Africa Ltd (GREA) as an associate

The Group has considered Gateway Real Estate Africa Ltd (GREA) to be its associate for consolidation purposes due to the Group's significant influence of GREA, as the Group has a direct and indirect ability to appoint some members to the Board. The Group owns 19.98% of GREA and benefit from profits of GREA. The group also has the ability to exercise significant influence to participate in the financial and operating policy decisions of GREA but do not control or jointly control this policy as the CEO of the Group is also on the investment committee of GREA and has a close working relationship and history with Mr Pearson (MD of GREA).

Acquisition of investment properties

Where investment properties are acquired through the acquisition of corporate interests, the directors have regard to the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.

Where such acquisitions are not judged to be an acquisition of a business under IFRS 3, the transactions are accounted for as if the Group had acquired the underlying investment property directly, together with any associated assets and liabilities. Accordingly, no goodwill arises, rather the cost of acquiring the corporate entity is allocated between the identifiable assets and liabilities of the entity, based on their relative fair values at the acquisition date.

Investments, associates and joint ventures

Where investment properties are acquired through the acquisition of corporate interests, the directors have regard to the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.

Where such acquisitions are not judged to be an acquisition of a business under IFRS 3, the transactions are accounted for as if the Group had acquired the underlying investment property directly, together with any associated assets and liabilities. Accordingly, no goodwill arises, rather the cost of acquiring the corporate entity is allocated between the identifiable assets and liabilities of the entity, based on their relative fair values at the acquisition date.

Estimates

The principal areas where such estimations have been made are:

Fair value of investment properties

The fair value of investment properties is determined using a combination of the discounted cash flows method and the income capitalisation valuation method, using assumptions that are based on market conditions existing at the end of the relevant reporting year.

Material valuation uncertainty due to Novel Corona virus (" COVID-19")

The outbreak of COVID-19, declared by the World Health Organisation as a "Global Pandemic" on the 11th March 2020, has and continues to impact many aspects of daily life and the global economy - with some real estate markets having experienced lower levels of transactional activity and liquidity. Travel, movement and operational restrictions have been implemented by many countries.

In some cases, "lockdowns" have been applied to varying degrees and to reflect further "waves" of COVID-19; although these may imply a new stage of the crisis, they are not unprecedented in the same way as the initial impact. The pandemic and the measures taken to tackle COVID-19 continue to affect economies and real estate markets globally. Nevertheless, as at the valuation date property markets are mostly functioning again, with transaction volumes and other relevant evidence at levels where an adequate quantum of market evidence exists upon which to base opinions of value. For the avoidance of doubt this explanatory note has been included to ensure transparency and to provide further insight as to the market context under which the valuation opinion was prepared. In recognition of the potential for market conditions to move rapidly in response to changes in the control or future spread of COVID-19, we highlight the importance of the valuation date. There has been no change in the valuation methodology used for investment property as a result of COVID-19.

Fair value of financial instruments

The Group has estimated the value of its obligation arising from its guarantee to de-risk 50% of PIC's exposure to the BoAML CRO. The Group's obligation is based on the occurrence or non-occurrence of uncertain future events (the probability of DiT defaulting on the BoAML facility). Therefore, the fair value of the obligation was based on the probability of DiT defaulting on the facility (management has assessed the risk of default as low for the periods ending 31 December 2021, 30 June 2021 and 31 December 2020).

Taxation

Judgments and estimates are required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax inspection issues in the jurisdictions in which it operates based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the year in which such determination is made.

The Group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred tax assets requires the Group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each relevant jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the end of the reporting year could be impacted.

COVID-19

Certain estimates have been made taking into the consideration of the COVID-19 pandemic. Refer to the Going Concern under Note 1.1.

2. INVESTMENT PROPERTIES

 

As at

31 Dec 2021

As at

30 June 2021

 

US$'000

US$'000

Net carrying value of properties

549,887

549,491

Movement for the year excluding straight-line rental income accrual, lease incentive and right of use of land

 

 

Investment property at the beginning of the year

535,433

565,773

Other capital expenditure and construction

2,634

10,130

Foreign currency translation differences

(6,532)

10,971

Revaluation of properties at end of year

3,256

(51,297)

Contractual receipts from vendors of investment properties (reduction in purchase price)

-

(144)

As at period end

534,791

535,433

Reconciliation to consolidated statement of financial position and valuations

 

 

Investment properties carrying amount per above

534,791

535,433

Right of use of land

384

409

Lease incentive

7,823

7,027

Straight-line rental income accrual

6,889

6,622

Total valuation of properties

549,887

549,491

 

Investment property pledged as security

Certain of the Group's investment property has been pledged as security for interest-bearing borrowings (note 8) as follows:

Mozambican investment properties with a market value of US$296.2 million are mortgaged to Standard Bank of South Africa to secure debt facilities amounting to US$140.0 million (June 2021: Mozambican investment properties with a market value of US$294.2 million are mortgaged to Standard Bank of South Africa to secure debt facilities amounting to US$140.0 million.)

 

Moroccan investment properties with a market value of US$77.8 million (June 2021: US$79.5 million) are mortgaged to Investec Bank South Africa to secure debt facilities amounting to US$40.8 million (June 2021: US$46.7 million).

 

Mauritian investment properties with a market value of US$62.3 million (June 2021: US$65.3 million) are mortgaged to ABSA Bank Mauritius to secure debt facilities amounting to US$7.2 million (June 2021: US$7.5 million) and State Bank of Mauritius to secure debt facilities amounting to US$26.6 million (June 2021: US$27.0 million).

 

Kenyan investment properties with a market value of US$27.5 million (June 2021: US$27.2 million) are mortgaged to Bank of China to secure debt facilities amounting to US$8.6 million (June 2021: US$8.6 million).

 

Zambian investment properties with a market value of US$49.4 million (June 2021: US$46.2 million) are mortgaged to Bank of China to secure debt facilities amounting to US$28.7 million (June 2021: US$28.7 million).

 

Ghanaian investment properties with a market value of US$15.6 million (June 2021: US$16.4 million) are mortgaged to ABSA Bank Ghana Limited to secure debt facilities amounting to US$7.9 million (June 2021: US$8.7 million).

 

Summary of valuations by reporting date

Most recent independent valuation date

Valuer (for the most recent valuation)

Sector

Country

As at

31 Dec 2021

US$'000

As at

30 June 2021

US$'000

Commodity House Phase I building

31-Dec-21

REC

Office

Mozambique

47,687

47,214

Commodity House Phase II building

31-Dec-21

REC

Office

Mozambique

19,176

19,047

Hollard Building

31-Dec-21

Directors' valuation

Office

Mozambique

21,408

20,816

Vodacom Building

31-Dec-21

REC

Office

Mozambique

50,416

49,624

Zimpeto Square

31-Dec-21

Directors' valuation

Retail

Mozambique

4,435

4,587

Bollore Warehouse

31-Dec-21

Directors' valuation

Light industrial

Mozambique

10,247

9,012

ABSA House

31-Dec-21

Directors' valuation

Office

Mauritius

12,406

13,109

Anfa Place Mall

31-Dec-21

Knight Frank

Retail

Morocco

77,807

79,535

Tamassa Resort

31-Dec-21

Knight Frank

Hospitality

Mauritius

49,936

52,232

Vale Housing Compound

31-Dec-21

REC

Accommodation

Mozambique

57,675

57,546

Imperial Distribution Centre

31-Dec-21

Directors' valuation

Light industrial

Kenya

24,448

24,170

Mara Viwandani

31-Dec-21

Directors' valuation

Light industrial

Kenya

3,050

3,050

Mall de Tete

31-Dec-21

Directors' valuation

Retail

Mozambique

14,531

15,952

Acacia Estate

31-Dec-21

REC

Accommodation

Mozambique

70,618

70,353

5th Avenue Building

31-Dec-21

Knight Frank

Office

Ghana

15,597

16,440

Mukuba Mall

31-Dec-21

Knight Frank

Retail

Zambia

49,409

46,210

Club Med Cap Skirring Resort

31-Dec-21

Directors' valuation

Hospitality

Senegal

21,041

20,594

Total valuation of investment properties directly held by the Group

 

549,887

549,491

Deposits paid on Imperial Distribution Centre Phase 2

 

 

 

 

2,203

2,148

Deposits paid on Capital Place Limited

 

 

 

 

3,550

3,550

Total deposits paid on investment properties

 

5,753

5,698

Total carrying value of investment properties including deposits paid

 

555,640

555,189

 

 

 

 

 

 

 

Investment properties held within associates and joint ventures - Group share

 

 

Buffalo Mall  - Buffalo Mall Naivasha Limited (50%)

31-Dec-21

Directors' valuation

Retail

Kenya

5,567

5,441

Kafubu Mall - Kafubu Mall Limited (50%)

31-Dec-21

Knight Frank

Retail

Zambia

11,092

9,623

CADS II Building - CADS Developers Limited (50%)

31-Dec-21

Directors' valuation

Office

Ghana

15,116

15,075

Cosmopolitan Shopping Centre - Cosmopolitan Shopping Centre Limited (50%)

31-Dec-21

Directors' valuation

Retail

Zambia

26,136

24,945

Canonniers, Mauricia and Victoria Resorts and Spas - Beachcomber Hospitality (44.42%)

31-Dec-21

Knight Frank

Hospitality

Mauritius

98,310

101,594

Capital Place - Capital Place Limited (50.0%)

31-Dec-21

Directors' valuation

Office

Ghana

11,167

10,150

Letlole La Rona Limited (30%) - 21 Investment properties

31-Dec-21

Knight Frank

Light industrial

Botswana

17,629

18,647

Letlole La Rona Limited (30%) - 1 Investment property

31-Dec-21

Knight Frank

Hospitality

Botswana

194

209

Letlole La Rona Limited (30%) - 2 Investment properties

31-Dec-21

Knight Frank

Retail

Botswana

5,048

5,325

Letlole La Rona Limited (30%) - 1 Investment property

31-Dec-21

Knight Frank

Office

Botswana

1,418

1,517

Letlole La Rona Limited (30%) - 1 Investment property

31-Dec-21

Knight Frank

Accommodation

Botswana

1,206

1,300

Gateway Real Estate Africa Ltd (19.98%)

31-Dec-21

Various

Other Investments

Mauritius

13,617

12,557

Total of investment properties acquired through associates and joint ventures

206,500

206,383

Total portfolio

 

 

 

 

762,140

761,572

 

 

 

 

 

 

 

Functional currency of total investment property portfolio

 

 

United States Dollars

 

 

 

 

463,003

454,837

Euros

 

 

 

 

169,287

174,420

Mauritian Rupees

 

 

 

 

12,406

13,109

Moroccan Dirham

 

 

 

 

77,807

79,535

Botswanan Pula

 

 

 

 

25,495

26,998

Kenyan Shilling

 

 

 

 

3,050

3,050

Zambian Kwacha

 

 

 

 

11,092

9,623

Total portfolio

 

 

 

 

762,140

761,572

                 

Valuation policy and methodology for investment properties held by the Group and by associates and joint ventures

For this interim reporting period, investment properties have been valued by reputable RICS accredited valuation experts who have su cient expertise in the jurisdictions where the properties are located. As per the valuation policy, external valuations are obtained for the top 50 % of the portfolio or where any property specific changes may have affected the property valuation. For December 2021, a total of 77.2% of the property portfolio was externally valued and a directors' valuation were utilised for the following properties:

Mall de Tete

Imperial Distribution Centre

Mara Viwandani

Club Med Cap Skirring Resort

Hollard Building

Zimpeto Square

Bollore Warehouse

ABSA House

Buffalo Mall

Gateway Real Estate Africa Ltd (various)

Cosmopolitan Shopping Centre

CADS II Building

Capital Place

All valuations that are performed in the functional currency of the relevant property company are converted to United States Dollars at the e ective closing rate of exchange. All independent valuations have been undertaken in accordance with the RICS Valuation Standards that were in e ect at the relevant valuation date and are further compliant with International Valuation Standards. Market values presented by valuers have also been confirmed by the respective valuers to be fair value in terms of IFRS.

Independent valuations were performed at 31 December 2021 by REC, Chartered Surveyors and Knight Frank, Chartered Surveyors, using the discounted cash flow method for all building valuations and using the comparable method for all land parcel valuations.

3. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

 

 

 

As at

31 Dec 2021

As at

30 June 2021

 

 

 

US$'000

US$'000

The following entities have been accounted for as associates and joint ventures in the current

and comparative consolidated financial statements using the equity method:

 

Name of joint venture

Country 

% held

 

 

Kafubu Mall Limited3

Zambia

50.00%

10,897

9,502

Cosmopolitan Shopping Centre Limited3

Zambia

50.00%

26,202

25,076

CADS Developers Limited3

Ghana

50.00%

7,019

7,607

Carrying value of joint ventures

 

 

44,118

42,185

 

 

 

 

 

Name of associate

Country of incorporation and operation

% held

 

 

Letlole La Rona Limited

Botswana

30.00%

20,788

21,672

Buffalo Mall Naivasha Limited

Kenya

50.00%

3,312

3,402

Gateway Real Estate Africa Ltd

Mauritius

19.98%

40,079

20,706

Capital Place Limited

Ghana

50.00%

7,721

7,471

Beachcomber Hospitality Investments Limited

Mauritius

44.42%

72,061

72,056

Carrying value of associates

 

 

143,961

125,307

 

 

 

 

 

Joint ventures

 

 

44,118

42,185

Associates

 

 

143,961

125,307

Total carrying value of associates and joint ventures

 

 

188,079

167,492

           

 

Set out below is the summarised financial information of each of the Group's associates and joint ventures for each reporting period together with a reconciliation of this financial information to the carrying amount of the Group's interests in each associate and joint venture. Where an interest in an associate or joint venture has been acquired in a reporting period the results are shown for the period from the date of such an acquisition.

Each of the acquisitions referred to below have given the Group access to high quality African real estate in line with the Group's strategy.

Where associates and joint ventures have non-coterminous financial reporting dates, the Group uses management accounts to incorporate their results into the consolidated financial statements.

Reconciliation to carrying value in associates and joint ventures

 

Letlole La Rona Limited

Kafubu Mall Limited

Beachcomber Hospitality Investments Limited

Capital Place Limited

Gateway Real Estate Africa Ltd

CADS Developers Limited

Cosmo-politan Shopping Centre Limited

Buffalo Mall Naivasha Limited

Total

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Reconciliation to carrying

value in associates and joint ventures

 

 

 

 

 

 

 

 

 

Opening Balance 1 July 2021

21,672

9,502

72,056

7,471

20,706

7,607

25,076

3,402

167,492

Acquired during the period

-

-

-

-

17,452

-

-

-

17,452

Profit / (losses) from associates and joint ventures

 

 

 

 

 

 

 

 

 

 - Revenue

1,417

471

3,598

512

207

791

974

127

8,097

 - Property operating expenses

(140)

(87)

-

(89)

-

(11)

(149)

(68)

(544)

 - Admin expenses, recoveries and other income

(40)

(4)

(13)

(50)

1,701

(1)

(7)

(7)

1,579

  - Net impairment charge on financial assets

-

12

-

(5)

-

-

-

-

7

 - Fair value adjustment on other investments

-

-

-

-

(461)

-

-

-

(461)

 - Unrealised foreign exchange gains/(losses)

-

1,455

-

(65)

134

11

(47)

(10)

1,478

 - Interest income / (costs)

44

-

-

-

-

-

1

-

45

 - Finance charges

(230)

(3)

(606)

(146)

(165)

(212)

-

(143)

(1,505)

 - Fair value movement on investment property

332

(2,019)

1,540

993

-

(21)

1,181

11

2,017

 - Fair value movement on other financial asset

-

-

(467)

-

317

-

-

-

(150)

 - Current tax

(51)

(21)

(234)

-

125

-

(31)

-

(212)

 - Deferred tax

-

-

(65)

-

-

-

-

-

(65)

Total profits from associates and joint ventures

1,332

(196)

3,753

1,150

1,858

557

1,922

(90)

10,286

Dividends received and interest received

(600)

-

(1,392)

-

-

(101)

-

-

(2,093)

Profit in Gateway Delta

-

-

-

-

55

-

-

-

55

Repayment of proportionate shareholders loan

-

(415)

1,153

(900)

-

(1,044)

(796)

-

(2,002)

Foreign currency translation differences

(1,616)

2,006

(3,509)

-

8

-

-

-

(3,111)

Carrying value of associates and joint ventures

20,788

10,897

72,061

7,721

40,079

7,019

26,202

3,312

188,079

Investments in the period ended 31 December 2021

Through its 19.98% equity interest in GREA, the private African property development company that Grit co-founded, Grit has an interest in the developer's accretive pipeline assets and development returns GREA has made strong progress on securing an attractive risk-mitigated pipeline in the office, embassy corporate accommodation and data centre sectors including:

A 112 unit diplomatic residential tower in Ethiopia predominantly tenanted to OBO, a division of the US State Department, was completed in November 2021. Estimated total project cost c.US$54 million.

The construction of a 90 unit diplomatic apartment and town house community in Kenya fully tenanted by OBO, a division of the US State Department, with expected completion date in Q1 Q2 2022.

Construction of a 1078 sqm  GLA data centre in Lagos, Nigeria tenanted to African Data Centres, part of the Liquid Intelligent Technologies Group was completed in November 2021.

Construction of the St Helene Hospital started on 1 June 2021 in Mauritius.

The Precinct, Mauritius: Commencement of a landmark 8,594sqm GLA premium grade office development in Grand Baie in Q2 2021. Targeted completion November 2022.

The Group sees significant further potential value creation from the assets and development pipeline within GREA going forward, which are expected to result in strong NAV growth to Grit shareholders from exposure to risk mitigated developments tenanted to current and target multinational clients.

 

4. OTHER LOANS RECEIVABLE

 

As at

31 Dec 2021

As at

30 Jun 2021

 

US$'000

US$'000

Ndola Investments Limited

5,073

5,115

Kitwe Copperbelt Limited

5,577

5,624

Syngenta Limited

18,690

19,081

Healthcare assets

239

239

Drift (Mauritius) Limited

10,004

9,731

IFRS 9 - Impairment on financial assets (ECL)

(2,533)

(2,487)

As at period end

37,050

37,303

 

 

 

Classification of other loans:

 

 

Non-current assets

-

-

Current assets

37,050

37,303

As at period end

37,050

37,303

 

5. Trade and other receivables

 

As at

31 Dec 2021

As at

30 Jun 2021

 

US$'000

US$'000

Trade receivables

13,446

15,367

Total allowance for credit losses and provisions

(7,106)

(8,616)

IFRS 9 - Impairment on financial assets (ECL)

(764)

(1,997)

IFRS 9 - Impairment on financial assets (ECL) Management overlay on specific provisions

(6,342)

(6,619)

Trade receivables - net

6,340

6,751

Accrued Income

1,670

1,762

Loan interest receivable

679

603

Deposits paid

62

65

VAT recoverable

8,058

8,207

Purchase price adjustment account

1,977

1,198

Deferred expenses and prepayments 

3,344

3,553

Listing receivables

16,201

-

IFRS 9 - Impairment on other financial assets (ECL)

(3,881)

(3,815)

Deferred rental

(6)

531

Rental guarantees receivable

947

947

Dividends receivable

528

642

Sundry debtors

1,385

668

Other receivables

30,964

14,361

As at period end

37,304

21,112

 

 

 

Classification of  trade and other receivables:

 

 

Non-current assets

1,246

2,166

Current assets

36,058

18,946

As at period end

37,304

21,112

6. Preference share capital

 

As at

31 Dec 2021

As at

30 Jun 2021

 

US$'000

US$'000

Opening balance

25,481

-

Issue of preference shares (non-cash)

-

25,481

As at period end

25,481

25,481

7. Perpetual preference note

 

As at

31 Dec 2021

As at

30 Jun 2021

 

US$'000

US$'000

Opening balance

-

-

Issue of perpetual preference note

26,775

-

Perpetual preference note issue cost

(1,606)

-

As at period end

25,169

-

Perpetual Preference Note

Grit Services Limited has entered into a Subscription Agreement with Ethos Mezzanine Partners GP Proprietary Limited and Blue Peak   Private Capital GP for the issuance by Grit of a perpetual note that will raise up to US$31,500,000 ("the Note") and will be applied   towards:

· the acquisition and redevelopment of the Orbit Africa warehousing and manufacturing facility in Nairobi, Kenya; and

· the St Helene Private Hospital development in Mauritius.

Salient features of the Note

· The Note is treated as a hybrid instrument with 85% of the note treated as equity for IFRS accounting purposes and will reduce the Group's reported LTV.

· The Note has a cash coupon of 9% per annum and a 4% per annum redemption premium. The Group may elect to capitalise cash coupons.

· The Note, although perpetual in tenor, carries a material coupon step-up provision after the fifth anniversary that is expected to result in an economic maturity and redemption by the Group on or before that date.

· The Note may be voluntarily redeemed by the Group at any time, although there would be call-protection costs associated with doing so before the third anniversary.

· The Note is subordinated to permitted indebtedness in the Group but ranks ahead of shareholder claims.

· The Note potentially offers noteholders an additional return of not more than 3% per annum, linked to the performance of Grit ordinary shares over the duration of the Note.

8. INTEREST-BEARING BORROWINGS

Interest bearing borrowings

The following debt transactions were concluded during the period under review as a short-term measure to create   a platform for a more strategic and suitable balance sheet solution.

Subsidiaries

· The Group has extended all its State Bank of Mauritius facilities to 31 March 2025.

· The Investec Bank facility on the AnfaPlace Mall held by Freedom Property Fund SARL in Morocco has been extended to April 2023, as part of the terms of the refinance, an amount of US$6 million will be repayable over the period of which US$3.6 million have been paid as at 31 December 2021 and the balance during January 2022. The balance of the loan at 31 December 2021 was US$41.2 million.

Associates and Joint Ventures

· The BHI syndicated loan of EUR 50.0 million has been extended to May 2023 with State Bank of Mauritius taking over the Investec exposure.

· Upcoming Debt - Bank of China facility in Zambia of US$76.4 million (US$ 47.1 million net after back-to-back loans of US$29.3 million from Zambian partners Ndola Investments Limited, Kitwe Copperbelt Limited  and Syngenta Limited  refer Note 4).

· The Group is actively engaging with its leading financiers to incorporate the facility into a larger debt syndication covering multiple jurisdictions and sectors. The target solution will bring scale, diversification, tenor, and optimal funding costs to the Group's debt portfolio.

 

As at

31 Dec 2021

As at

30 June 2021

 

US$'000

US$'000

Non-current liabilities

259,904

215,565

Current liabilities

103,016

195,023

 

362,920

410,588

Currency of the interest-bearing borrowings (stated gross of unamortised loan issue costs)

 

 

United States Dollars

266,838

276,947

Euros

94,564

131,420

Mauritian Rupees

1,650

1,698

 

363,052

410,065

Interest accrued

4,405

4,176

Unamortised loan issue costs

(4,537)

(3,653)

As at period end

362,920

410,588

Movement for the period

 

 

Balance at the beginning of the year

410,588

392,999

Proceeds of interest bearing-borrowings

6,522

50,765

Loan issue costs incurred

(2,202)

(1,520)

Amortisation of loan issue costs

1,318

2,974

Foreign currency translation differences

(6,511)

7,548

Interest accrued

229

(1,173)

Debt settled during the year

(47,024)

(41,005)

As at period end

362,920

410,588

Analysis of facilities and loans in issue  

 

 

 

As at

31 Dec 2021

As at

30 June 2021

Lender

Borrower

Initial facility

US$'000

US$'000

Financial institutions

 

 

 

 

Standard Bank South Africa

Commotor Limitada

$140.0m

140,000

140,000

Standard Bank South Africa

Grit Services Limited

RCF -  €26.5m

-

30,676

Total Standard Bank Group

 

 

140,000

170,676

Bank of China

Warehousely Limited

$8.5m

8,555

8,555

Bank of China

Zambian Property Holdings Limited

$77.0m

76,405

76,405

Total Bank of China

 

 

84,960

84,960

State Bank of Mauritius

Leisure Property Northern (Mauritius) Limited

€9.0m

10,214

10,733

State Bank of Mauritius

Leisure Property Northern (Mauritius) Limited

€3.2m

3,632

3,816

State Bank of Mauritius

Mara Delta Properties Mauritius Limited

€22.3m

25,308

26,593

State Bank of Mauritius

Grit Real Estate Income Group Limited

Equity Bridge $20.0m

20,000

20,000

State Bank of Mauritius

Mara Delta Properties Mauritius Limited

RCF Mur 72m

1,650

-

State Bank of Mauritius

Grit Real Estate Income Group Limited

RCF Mur 72m

-

1,698

Total State Bank of Mauritius

 

 

60,804

62,840

Investec South Africa

Freedom Property Fund SARL

€36.0m

35,671

37,974

Investec South Africa

Freedom Property Fund SARL

$15.7m

5,092

8,722

Investec Mauritius

Grit Real Estate Income Group Limited

$0.5m

483

327

Total Investec Group

 

 

41,246

47,023

ABSA Bank Mauritius

BH Property Investment Limited

€7.4m

7,163

7,526

ABSA Bank Ghana Limited

Grit Accra Limited

$9.0m

7,928

8,652

Total ABSA Group

 

 

15,091

16,178

Maubank Mauritius

Grit Real Estate Income Group Limited

€3.2m

3,684

3,871

Maubank Mauritius

Freedom Asset Management

€4.0m

1,629

2,599

Total Maubank

 

 

5,313

6,470

ABC Banking Corporation

Grit Services Limited

Equity bridge $ 8.5m

3,650

7,286

ABC Banking Corporation

Casamance Holdings Limited

€6.4m

7,263

7,632

Total ABC Banking Corporation

 

 

10,913

14,918

Nedbank South Africa

Grit Real Estate Income Group Limited

$7m

-

7,000

Total Nedbank South Africa

 

 

-

7,000

Ethos Private Equity

Grit Services Limited

$2.4m

2,475

-

Blue Peak Private Equity

Grit Services Limited

$2.2m

2,250

-

Total Private Equity

 

 

4,725

-

Total loans in issue

 

 

363,052

410,065

plus: interest accrued

 

 

4,404

4,177

less: unamortised loan issue costs

 

 

(4,536)

(3,654)

As at period end

 

 

362,920

410,588

Fair value of borrowings are not materially different to their carrying value amounts since interest payable on those borrowings are either close to their current market rates or the borrowings are of short-term in nature.

9 . GROSS PROPERTY INCOME

 

Six months

ended

31 Dec 2021

Six months

ended

31 Dec 2020

 

US$'000

US$'000

Contractual rental income

19,270

19,264

Retail parking income

809

836

Straight-line rental income accrual

352

(268)

Other rental income (Lease incentives)

1,008

1,074

Gross rental income

21,439

20,906

Recoverable property expenses

2,708

2,703

Total revenue

24,147

23,609

10. INTEREST INCOME

 

Six months

ended

31 Dec 2021

Six months

ended

31 Dec 2020

 

US$'000

US$'000

Bank interest receivable

-

1

Interest on loans to partners

890

698

Interest on loans to related parties

28

469

Other Interest

5

125

 

923

1,293

11. FINANCE COSTS

 

Six months

ended

31 Dec 2021

Six months

ended

31 Dec 2020

 

US$'000

US$'000

Interest-bearing borrowings - financial institutions

10,499

10,527

Early settlement charges

36

-

Amortisation of loan issue costs

1,318

1,326

Preference share dividends

410

410

Interest on obligations under leases

27

41

Interest on loans to proportional shareholders

222

-

Interest on loans to related parties

-

33

Interest on bank overdraft

24

133

 

12,536

12,470

12. Segmental reporting

Consolidated segmental analysis

The Group reports on a segmental basis in terms of geographical location and type of property. Geographical location is split between Botswana, Senegal, Morocco, Mozambique, Zambia, Kenya, Ghana and Mauritius, as relevant to each reporting period. In terms of type of property, the Group has investments in the hospitality, retail, office and various other sectors.

In US$'000

 

 

 

 

 

 

 

 

 

 

Botswana

Senegal

Morocco

Mozambique

Zambia

Kenya

Ghana

Mauritius

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Geographical location 31 Dec 2021

 

 

 

 

 

 

 

 

 

Gross property income

-

800

3,938

13,298

2,332

1,056

447

2,276

24,147

Property operating expenses

-

-

(2,644)

(1,583)

(330)

(21)

(164)

(208)

(4,950)

Net property income

-

800

1,294

11,715

2,002

1,035

283

2,068

19,197

Other income

-

-

-

-

-

-

138

430

568

Administrative expenses

-

(45)

(312)

(652)

(11)

(47)

(264)

(5,211)

(6,542)

Net impairment (charge) / credit on financial assets

-

-

340

908

-

-

(6)

(142)

1,100

Profit/(loss) from operations

-

755

1,322

11,971

1,991

988

151

(2,855)

14,323

Fair value adjustment on investment properties

-

627

590

(299)

3,096

221

(859)

(120)

3,256

Corporate restructure costs

-

-

-

-

-

-

-

(32)

(32)

Fair value adjustment on other financial liability

-

-

-

-

-

-

-

(6,716)

(6,716)

Fair value adjustment on derivatives financial instruments

-

-

-

-

-

-

-

1,252

1,252

Share based payment expense

-

-

-

-

-

-

-

(1,162)

(1,162)

Share of profits / (losses) from associates and joint ventures

1,332

-

-

-

1,726

(90)

1,707

5,611

10,286

Foreign currency gains / (losses)

-

(21)

(14)

(33)

(98)

(81)

(47)

(838)

(1,132)

Profit/(loss) before interest and taxation

1,332

1,361

1,898

11,639

6,715

1,038

952

(4,860)

20,075

Interest income

-

-

-

-

-

-

-

923

923

Finance costs

-

-

(1,539)

(4,115)

-

(218)

(285)

(6,379)

(12,536)

Profit / (loss) for the year before taxation

1,332

1,361

359

7,524

6,715

820

667

(10,316)

8,462

Taxation

-

253

(147)

(2,806)

(101)

(280)

-

(534)

(3,615)

Profit / (loss) for the year after taxation

1,332

1,614

212

4,718

6,614

540

667

(10,850)

4,847

Reportable segment assets and liabilities

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

Investment properties

-

21,041

77,807

296,192

49,409

27,498

15,597

62,343

549,887

Deposits paid on investment properties

-

-

-

-

-

-

-

5,753

5,753

Property, plant and equipment

-

13

28

287

-

-

21

1,911

2,260

Intangible assets

-

-

-

-

-

-

-

770

770

Other investments

-

-

-

1

-

-

-

-

1

Investment in associates and joint ventures

20,788

-

-

-

37,099

3,312

14,740

112,140

188,079

Related party loans receivable

-

-

-

-

-

-

-

92

92

Trade and other receivables

-

-

1,246

-

-

-

-

-

1,246

Deferred tax

-

-

7,884

10,249

-

413

533

1,963

21,042

Total non-current assets

20,788

21,054

86,965

306,729

86,508

31,223

30,891

184,972

769,130

Current assets

 

 

 

 

 

 

 

 

 

Trade and other receivables

-

384

4,859

6,170

(103)

2,171

190

22,387

36,058

Current tax refundable

-

-

-

798

-

58

326

215

1,397

Related party loans receivable

-

-

-

-

-

-

-

248

248

Other loans receivable

-

-

-

-

-

-

-

37,050

37,050

Derivative financial instruments

-

-

-

-

-

-

-

46

46

Cash and cash equivalents

-

312

698

2,615

222

69

118

30,915

34,949

Total assets

20,788

21,750

92,522

316,312

86,627

33,521

31,525

275,833

878,878

Liabilities

 

 

 

 

 

 

 

 

 

Total liabilities

-

1,285

71,365

210,374

80,007

10,771

9,598

124,041

507,441

Net assets

20,788

20,465

21,157

105,938

6,620

22,750

21,927

151,792

371,437

 

In US$'000

 

 

 

 

 

 

 

 

Type of property

Other investments

Hospitality

Retail

Office

Light industrial

Accommodation

Corporate

Total

31 Dec 2021

 

 

 

 

 

 

 

 

Gross property income

-

2,527

7,216

6,866

1,289

6,249

-

24,147

Property operating expenses

-

-

(3,326)

(821)

(42)

(991)

230

(4,950)

Net property income

-

2,527

3,890

6,045

1,247

5,258

230

19,197

Other income

-

-

-

8

-

-

560

568

Administrative expenses

-

(209)

(431)

(817)

(93)

(570)

(4,422)

(6,542)

Net impairment (charge) / credit on financial assets

-

34

624

659

7

(47)

(177)

1,100

Profit/(loss) from operations

-

2,352

4,083

5,895

1,161

4,641

(3,809)

14,323

Fair value adjustment on investment properties

-

854

2,112

577

(365)

78

-

3,256

Corporate restructure costs

-

-

-

-

-

-

(32)

(32)

Fair value adjustment on other financial liability

-

2

-

-

-

-

(6,718)

(6,716)

Fair value adjustment on derivatives financial instruments

-

-

-

-

-

-

1,252

1,252

Share based payment expense

-

-

-

-

-

-

(1,162)

(1,162)

Share of profits / (losses) from associates and joint ventures

1,858

3,763

1,900

1,781

921

63

-

10,286

Foreign currency gains / (losses)

-

(1,172)

(97)

(51)

(72)

(45)

305

(1,132)

Profit/(loss) before interest and taxation

1,858

5,799

7,998

8,202

1,645

4,737

(10,164)

20,075

Interest income

-

-

-

-

-

-

923

923

Finance costs

-

(1,319)

(1,585)

(4,395)

(218)

(127)

(4,892)

(12,536)

Profit / (loss) for the year before taxation

1,858

4,480

6,413

3,807

1,427

4,610

(14,133)

8,462

Taxation

-

111

(198)

(1,910)

(280)

(968)

(370)

(3,615)

Profit / (loss) for the year after taxation

1,858

4,591

6,215

1,897

1,147

3,642

(14,503)

4,847

Reportable segment assets and liabilities

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Investment properties

-

70,977

146,182

166,690

37,745

128,293

-

549,887

Deposits paid on investment properties

-

-

-

-

-

-

5,753

5,753

Property, plant and equipment

-

13

28

29

-

182

2,008

2,260

Intangible assets

-

-

-

-

-

-

770

770

Other investments

-

-

-

-

-

-

1

1

Investment in associates and joint ventures

40,080

72,219

44,527

15,896

14,374

983

-

188,079

Related party loans receivable

-

-

-

-

-

-

92

92

Trade and other receivables

-

-

1,246

-

-

-

-

1,246

Deferred tax

-

1,558

10,669

3,371

632

4,812

-

21,042

Total non-current assets

40,080

144,767

202,652

185,986

52,751

134,270

8,624

769,130

Current assets

 

 

 

 

 

 

 

 

Trade and other receivables

-

(217)

5,078

944

2,922

4,200

23,131

36,058

Current tax refundable

-

166

306

675

187

43

20

1,397

Related party loans receivable

-

-

-

-

-

-

248

248

Derivative financial instruments

-

-

-

-

-

-

37,050

37,050

Other loans receivable

-

-

-

46

-

-

-

46

Cash and cash equivalents

-

399

990

2,603

100

557

30,300

34,949

Total assets

40,080

145,115

209,026

190,254

55,960

139,070

99,373

878,878

Liabilities

 

 

 

 

 

 

 

 

Total liabilities

-

88,461

167,081

177,419

11,599

30,697

32,184

507,441

Net assets

40,080

56,654

41,945

12,835

44,361

108,373

67,189

371,437

Major customers

Rental income stemming from Beachcomber represented approximately 11.1% of the Group's total contractual rental income for the period and Total 10.1%, Vale 9.9%, Vodacom Mozambique 6.8% and Tamassa Resort 5.4% of the Group's total contractual rental income for the period.

13.   Basic and diluted earnings per ordinary share

 

Attributable earnings

Weighted average number of shares

Cents per share

 

Six months

ended

31 Dec 2021

Six months
ended

31 Dec 2020

Six months ended

31 Dec 2021

Six months
ended

31 Dec 2020

Six months
ended

31 Dec 2021

Six months
ended

31 Dec 2020

 

US$'000

US$'000

Shares '000

Shares '000

US Cents

US Cents

Earnings per share - Basic 

4,278

  1,732

328,771

  317,051

  1.30

  0.55

Earnings per share - Diluted

4,278

  1,732

328,771

  317,051

  1.30

  0.55

14.   EPRA financial metrics

14a. EPRA earnings

Basis of Preparation

The directors of GRIT Real Estate Income Group Limited ("GRIT") ("Directors") have chosen to disclose additional non-IFRS measures, these include EPRA earnings, adjusted net asset value, EPRA net asset value, adjusted profit before tax and funds from operations (collectively "Non-IFRS Financial Information").

The Directors have chosen to disclose:

EPRA earnings in order to assist in comparisons with similar businesses in the real estate sector. EPRA earnings is a definition of earnings as set out by the European Public Real Estate Association. EPRA earnings represents earnings after adjusting for fair value adjustments on investment properties, gain from bargain purchase on associates, fair value adjustments included under income from associates, ECL provisions, fair value adjustments on other investments, fair value adjustments on other financial assets, fair value adjustments on derivative financial instruments, and non-controlling interest included in basic earnings (collectively the "EPRA earnings adjustments") and deferred tax in respect of these EPRA earnings adjustments. The reconciliation between basic and diluted earnings and EPRA earnings is detailed in the table below;

EPRA net asset value in order to assist in comparisons with similar businesses in the real estate sector. EPRA net asset value is a definition of net asset value as set out by the European Public Real Estate Association. EPRA net asset value represents net asset value after adjusting for net impairment on financial assets (ECL), fair value of financial instruments, and deferred tax relating to revaluation of properties (collectively the "EPRA net asset value adjustments"). The reconciliation for EPRA net asset value is detailed in the table below;

adjusted EPRA earnings in order to provide an alternative indication of GRIT and its subsidiaries' (the "Group") underlying business performance. Accordingly, it excludes the effect of non-cash items such as unrealised foreign exchange gains or losses, straight-line leasing adjustments, amortisation of right of use land, impairment of loans and deferred tax relating to the aforementioned adjustments. The reconciliation for adjusted EPRA earnings is detailed in the table below; and

total distributable earnings in order to assist in comparisons with similar businesses and to facilitate the Group's dividend policy which is derived from total distributable earnings. Accordingly, it excludes VAT credit utilised on rentals, interest related to AnfaPlace Mall's areas under construction, Listing and set-up costs, depreciation and amortisation, share based payments, antecedent dividends, operating costs relating to AnfaPlace Mall's refurbishment costs, amortisation of lease premiums and profits withheld/released. The reconciliation for total distributable earnings is detailed in the table below.

In this note, Grit presents European Real Estate Association (EPRA) earnings and other metrics which is non-IFRS financial information.

 

UNAUDITED
31 Dec 2021

UNAUDITED
31 Dec 2021

UNAUDITED
31 Dec 2020

UNAUDITED
31 Dec 2020

 

 

$'000

Per Share (Diluted)
(Cents Per Share)

$'000

Per Share (Diluted)
(Cents Per Share)

 

EPRA Earnings

8,413 

2.56

 9,498

3.09

Total Company Specific Adjustments

(2,493) 

(0.76)

208

0.07

 

Adjusted EPRA Earnings

5,920 

1.80

9,706

3.16

Total Company Specific Distribution Adjustments

4,122

1.28

2,103

0.72

 

TOTAL DISTRIBUTABLE EARNINGS (BEFORE PROFITS WITHELD)

10,042

3.08

11,809

3.88

 

Profits Withheld

(1,884)

(0.58)

(7,241)

(2.38)

TOTAL DISTRIBUTABLE EARNINGS TO GRIT SHAREHOLDERS

8,158

2.50

4,568

1.50

 

 

 

 

 

 

 

EPRA NRV

400,242

86.66

399,539

124.40

EPRA NTA

390,702

84.60

388,965

121.10

EPRA NDV

339,799

73.57 

330,370

102.90

 

 

 

 

 

 

Distribution shares

UNAUDITED
31 Dec 2021

Shares '000

Weighted average shares in issue

339,189

Less: Weighted average treasury shares for the year

(12,850)

Add: Weighted average shares vested shares in Long term incentive scheme

2,432

EPRA SHARES

328,771

Less: Non-entitled shares

-

Less : Vested shares in consolidated entities

(2,432)

DISTRIBUTION SHARES

326,339

             

In this note, Grit presents European Real Estate Association (EPRA) earnings and other metrics which is non-IFRS financial information.

 

UNAUDITED
31 Dec 2021

 

US$'000

EPRA Earnings Calculated as follows:

 

Basic Earnings attributable to the owners of the parent

4,278

Add Back:

 

 - Fair value adjustment on investment properties

(3,256)

 - Fair value adjustments included under income from associates

(2,017)

 - Change in value on other investments

461

 - Change in value on other financial asset

6,866

 - Change in value on derivative financial instruments

(1,252)

 - Deferred tax in relation to the above

3,103

 - Non-controlling interest included in basic earnings

230

EPRA EARNINGS

8,413

EPRA EARNINGS PER SHARE (DILUTED) (cents per share)

2.56

Company specific adjustments

 

 - Unrealised foreign exchange gains or losses (non-cash)

(346)

 - Straight-line leasing and amortisation of lease premiums (non-cash rental)

(1,533)

 - Amortisation of right of use of land (non-cash)

14

 - Impairment of loan and other receivables

(1,107)

 - Corporate restructure costs

24

 - Non-controlling interest included above

591

 - Deferred tax in relation to the above

(136)

Total Company Specific adjustments

(2,493)

ADJUSTED EPRA EARNINGS

5,920

ADJUSTED EPRA EARNINGS PER SHARE (DILUTED) (cents per share)

1.80

 

 

COMPANY SPECIFIC ADJUSTMENTS TO EPRA EARNINGS

1.

Unrealised foreign exchange gains or losses

 

The foreign currency revaluation of assets and liabilities in subsidiaries gives rise to non-cash gains and losses that are non-cash in nature. These adjustments (similar to those adjustments that are recorded to the foreign currency translation reserve) are added back to provide a true reflection of the operating results of the Group.

2.

Straight-line leasing (non-cash rental)

 

Straight-line leasing adjustment and amortised lease incentives under IFRS relate to non-cash rentals over the period of the lease. This inclusion of such rental does not provide a true reflection of the operational performance of the underlying property and are therefore removed from earnings.

3.

Amortisation of intangible asset (right of use of land)

 

Where a value is attached to the right of use of land for leasehold properties, the amount is amortised over the period of the leasehold rights. This represents a non-cash item and is adjusted to earnings.

4

Impairment on loans and other receivables

 

Provisions for expected credit loss are non-cash items related to potential future credit loss on non- property operational provisions and is therefore added back in order to provide a better reflection of underlying property performance. The add back excludes and specific provisions for against tenant accounts.

5

Corporate restructure costs

 

Corporate restructure costs are once off in nature related to corporate actions by the company and not underlying performance of the portfolio.

6

Non-Controlling interest

 

Any Non-Controlling interest related to the company specific adjustments.

7.

Other deferred tax (non-cash)

 

Any deferred tax directly related to the company specific adjustments.

14b. Company distribution calculation

 

UNAUDITED
31 Dec 2021

 

US$'000

Adjusted EPRA Earnings

5,920

Company specific distribution adjustments

 

 - VAT Credits utilised on rentals

1,084

 - Listing and set-up costs under administrative expenses

8

 - Depreciation and amortisation

326

 - Share based payments

1,162

 - Retirement fund & PRGF

38

 - Amortisation of capital funded debt structure fees

1,360

 - Non-controlling interest included above

144

Total company specific distribution adjustments

4,122

TOTAL DISTRIBUTABLE EARNINGS (BEFORE PROFITS WITHELD)

10,042

DISTRIBUTABLE INCOME PER SHARE (DILUTED) (cents per share)

3.08

 - Profits withheld

(1,884)

TOTAL DISTRIBUTABLE EARNINGS TO GRIT SHAREHOLDERS

8,158

DIVIDEND PER SHARE (cents)

2.50

 

 

Reconciliation to amount payable

 

Total distributable earnings to Grit shareholders before profits withheld (cents)

  3.08

Profits withheld  (cents)

(0.58)

 INTERIM DIVIDEND PROPOSED (cents)

2.50

 

 

 

 

COMPANY DISTRIBUTION NOTES IN TERMS OF THE DISTRIBUTION POLICY

1.

VAT credits utilised on rentals

 

In certain African countries, there is no mechanism to obtain refunds for VAT paid on the purchase price of the property. VAT is recouped through the collection of rentals on a VAT inclusive basis. The cash generation through the utilisation of the VAT credit obtain on the acquisition of the underlying property is thus included in the operational results of the property.

2.

Listing and set-up costs under administrative expenses

 

Costs associated with the new listing of shares, setup on new companies and structures are capital in nature and is added back for distribution purposes.

3.

Depreciation and amortisation

 

Non-cash items added back to determine the distributable income.

4.

Share based payments

 

Non-cash items added back to determine the distributable income.

5.

Retirement fund & PRGF

 

Non- cash item held as a provision.

6.

Amortisation of capital funded debt structure fees

 

Amortisation of upfront debt structuring fees.

15.   Prior period representations

It is noted that both on the abridged unaudited consolidated income statement and abridged unaudited consolidated statement of financial position that there have been reclassifications for the 31 December 2020 financial period figures. The reclassifications have been made to each of the affected financial statements line items for the prior period as follows:

Abridged unaudited consolidated statement of financial position (extract)

 

 

As reported 

 

31 Dec 2020

Increase / (decrease)

31 Dec 2020

Represented

 

31 Dec 2020

 

 

US$'000

US$'000

US$'000

Investment properties

 

584,811

6,523

591,334

Property, plant and equipment

 

3,044

(453)

2,591

Trade and other receivables - current

 

39,242

(6,070)

33,172

 

 

627,097

-

627,097

Investment properties disclosed in the abridged consolidated statement of financial position in the prior period did not include right of use of land or lease incentive. Right of use of land was separately disclosed under property, plant and equipment while lease incentive was disclosed under trade and other receivables. The full value of the investment properties was previously disclosed separately within investment property, intangible assets (right of use of land) and trade and other receivables (lease incentives) on the statement of financial position. Management has considered that is more appropriate to include these various components under Investment Property. The comparatives have therefore been updated to reflect this treatment. There is no resulting impact on the net assets of the Group.

 

Abridged unaudited consolidated statement of financial position (extract)

 

 

As reported 

 

31 Dec 2020

Increase / (decrease)

31 Dec 2020

Represented

 

31 Dec 2020

 

 

US$'000

US$'000

US$'000

Current Liabilities  Interest-bearing borrowings

 

4,335

3,613

7,948

Current Liabilities  Interest-bearing borrowings - Accrued interest

 

3,613

(3,613)

-

 

 

7,948

-

7,948

The presentation of interest-bearing borrowings at amortised cost has been represented as the Board view this as a better presentation of the instruments in line with IFRS 9. The comparatives have therefore been updated to reflect this treatment. There is no resulting impact on the net assets of the Group.

Abridged consolidated statement of income statement (extract)

 

As Reported

six months ended

31 Dec 2020

Increase / (decrease)

 

31 Dec 2020

Represented

six months ended

31 Dec 2020

 

US$'000

US$'000

US$'000

Gross property income

23,609

  -

23,609

Property operating expenses

(4,132)

95

(4,037)

Net property income

19,477

  95

19,572

Other income

91

  -

91

Administrative expenses

(6,698)

  -

(6,698)

Net impairment charge on financial assets

-

  643

643

Profit from operations

12,870

  738

13,608

Fair value adjustment on investment properties

(4,327)

  -

(4,327)

Contractual receipts from vendors of investment properties

98

  -

98

Total fair value adjustment on investment properties

(4,229)

  -

(4,229)

Fair value adjustment on other financial liability

353

  -

353

Fair value adjustment on derivative financial instruments

428

  -

428

Share-based payment expense

(64)

-

(64)

Share of profits / (loss) from associates and joint ventures

1,557

-

1,557

Impairment of loans and other receivables

825

-

825

Net impairment charge on financial assets

738

(738)

-

Foreign currency (losses) / gains

1,331

-

1,331

Profit before interest and taxation

13,809

-

13,809

 

OTHER NOTES

The abridged unaudited consolidated financial statements for the six months period ended 31 December 2021 ("abridged unaudited consolidated financial statements") have been prepared in accordance with the measurement and recognition requirements of International Financial Reporting Standards ("IFRS"), the FCA Listing Rules and the SEM Listing Rules. The accounting policies are consistent with those of the previous annual financial statements with the exception of the change in accounting policy and the significant judgement disclosed in note 1.

The Group is required to publish financial results for the six months ended on 31 December 2021 in terms of SEM Listing Rule 15.36A and the FCA Listing Rules. The Directors are not aware of any matters or circumstances arising subsequent to the period ended 31 December 2021 that require any additional disclosure or adjustment to the financial statements. These abridged unaudited consolidated financial statements were approved by the Board on 25 February 2022.

Copies of the abridged unaudited consolidated financial statements, and the statement of direct and indirect interests of each officer of the Company pursuant to rule 8(2)(m) of the Mauritian Securities (Disclosure Obligations of Reporting Issuers) Rules 2007, are available free of charge, upon request at at the Mauritian office of the Company at 3rd Floor, La Croisette Shopping Centre, Grand Baie, Mauritius. Contact Person: Moira van der Westhuizen.

Forward-looking statements

This document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual outcomes and results may differ materially from any outcomes or results expressed or implied by such forward-looking statements.

Any forward-looking statements made by, or on behalf of, Grit speak only as of the date they are made and no representation or warranty is given in relation to them, including as to their completeness or accuracy or the basis on which they were prepared. Grit does not undertake to update forward-looking statements to reflect any changes in its expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Information contained in this document relating to Grit or its share price, or the yield on its shares, should not be relied upon as an indicator of future performance.

Any forward-looking statements and the assumptions underlying such statements are the responsibility of the Board of directors and have not been reviewed or reported on by the Company's external auditors.

 

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