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")
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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 |
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Bronwyn K night , Chief Executive Officer |
+230 269 7090 |
Darren Veenhuis, Chief Strategy Officer and Investor Relations |
+44 779 512 3402 |
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Maitland/AMO - Communications Adviser |
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James Benjamin |
+44 7747 113 930 / +44 20 7379 5151 |
Alistair de Kare-silver |
Grit-maitland@maitland.co.uk |
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finnCap Ltd - UK Financial Adviser |
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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 |
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Perigeum Capital Ltd - SEM Authorised Representative and Sponsor |
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Shamin A. Sookia |
+230 402 0894 |
Kesaven Moothoosamy |
+230 402 0898 |
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Capital Markets Brokers Ltd - Mauritian Sponsoring Broker |
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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% |
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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 |
UNAUDITED |
UNAUDITED |
UNAUDITED |
|
US$'000 |
Per Share (Diluted) |
US$'000 |
Per Share (Diluted) |
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$'000 |
US$'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 ffi 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 ff ective closing rate of exchange. All independent valuations have been undertaken in accordance with the RICS Valuation Standards that were in e ff 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 31 Dec 2020 |
Six months ended 31 Dec 2021 |
Six months 31 Dec 2020 |
Six months 31 Dec 2021 |
Six months 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 |
UNAUDITED |
UNAUDITED |
UNAUDITED |
|
|
|
$'000 |
Per Share (Diluted) |
$'000 |
Per Share (Diluted) |
|
|
EPRA Earnings |
8,413 |
2.56 |
9,498 |
3.09 |
||
Total Company Specific Adjustments |
(2,493) |
(0.76) |
208 |
0.07 |
|
|
Adjusted EPRA Earnings |
5,920 |
1.80 |
9,706 |
3.16 |
||
Total Company Specific Distribution Adjustments |
4,122 |
1.28 |
2,103 |
0.72 |
|
|
TOTAL DISTRIBUTABLE EARNINGS (BEFORE PROFITS WITHELD) |
10,042 |
3.08 |
11,809 |
3.88 |
|
|
Profits Withheld |
(1,884) |
(0.58) |
(7,241) |
(2.38) |
||
TOTAL DISTRIBUTABLE EARNINGS TO GRIT SHAREHOLDERS |
8,158 |
2.50 |
4,568 |
1.50 |
|
|
|
|
|
|
|
|
|
EPRA NRV |
400,242 |
86.66 |
399,539 |
124.40 |
||
EPRA NTA |
390,702 |
84.60 |
388,965 |
121.10 |
||
EPRA NDV |
339,799 |
73.57 |
330,370 |
102.90 |
||
|
|
|
|
|
|
|
Distribution shares |
UNAUDITED |
|||||
|
Shares '000 |
|||||
Weighted average shares in issue |
339,189 |
|||||
Less: Weighted average treasury shares for the year |
(12,850) |
|||||
Add: Weighted average shares vested shares in Long term incentive scheme |
2,432 |
|||||
EPRA SHARES |
328,771 |
|||||
Less: Non-entitled shares |
- |
|||||
Less : Vested shares in consolidated entities |
(2,432) |
|||||
DISTRIBUTION SHARES |
326,339 |
|||||
In this note, Grit presents European Real Estate Association (EPRA) earnings and other metrics which is non-IFRS financial information.
|
UNAUDITED |
|
US$'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 |
|
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.