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FREEDOM PROPERTY FUND LIMITED - Unreviewed Condensed Consolidated Interim Results for the six month period ending 31 August 2015

Release Date: 30/11/2015 17:32
Code(s): FDP     PDF:  
Wrap Text
Unreviewed Condensed Consolidated Interim Results
for the six month period ending 31 August 2015

Freedom Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2012/129186/06)
Share code: FDP ISIN: D
(“Freedom” or “the Company” or “the Group”)



UNREVIEWED CONDENSED CONSOLIDATED INTERIM RESULTS
FOR THE SIX MONTH PERIOD ENDING 31 AUGUST 2015




KEY MATTERS:
•   Maiden year as a listed company has passed
•   Investment property revenue up by 67.24%
•   Headline loss of 0.40 cents per share for the period




                                              1
INTRODUCTION

Freedom is a holding and development property company, listed on the Main Board of the JSE Limited
(“JSE”) which operates across all primary sectors of the property industry namely industrial, commercial
and predominantly residential. The fundamental focus of Freedom is to strategically own and develop
prime properties thereby creating a portfolio that will generate sustainable income streams in the
future.

Freedom presents the unreviewed condensed consolidated interim results of the Company and its
subsidiaries (all wholly owned) for the six month period ending 31 August 2015 (“the Interim Period”).

1. FINANCIAL RESULTS

    1.1. Comparative Results
         Freedom was established specifically to acquire selected properties and list on the JSE, as set-
         out in the pre-listing statement dated 5 June 2014 (“Pre-listing Statement”). The various
         acquisitions, being conditional on the listing, became effective at various times between 1
         March 2014 and the listing date of 12 June 2014. These are therefore the second set of interim
         results released by Freedom.

    1.2. Revenues
         Total revenue, which includes discontinued operations, of R27 893 402 for the Interim period,
         is lower than the revenue of R35 293 107 reported for the corresponding interim period
         ending 31 August 2014. The key reason for the decline in revenue is that sales of development
         properties (stock of serviced stands) have been lower in the Interim Period than during the
         corresponding period in 2014. The projected revenues from sales of properties in 2015, as
         detailed in the published forecasts for the years ending 28 February 2015 and 2016
         (“Forecasts”) were lower than the revenue that was actually achieved as it was expected that
         marketing initiatives would take some time to implement. The sales recorded in the previous
         interim period have, however, not been matched in the Interim Period.

         According to the South African Property Owners Association (Sapoa), the industrial sector’s
         base rental growth has dipped below inflation for the six month period ending June 2015, for
         the first time in ten years. This illustrates the prevailing operating environment against which
         Freedom must evaluate itself.

         Investment property revenue (including discontinued operations) is up on the comparative
         period by 67.24% and the revenue of the Steelpoort Industrial Park held through Kadoma
         Investments (Pty) Ltd (“Kadoma”) (see note 2.1 below), has increased by 50.76 % for the six
         months under review. The vacancy in Steelpoort Industrial at 31 August 2014 was 13% and on
         31 August 2015 it was at 14%, excluding the new units that have been constructed.

         The take up of the recently completed units has not been as strong as expected and demand
         has been affected by protests due to service delivery and other issues in the area and the
         growth prospects at Steelpoort Industrial do, however, remain optimistic.

         The following table provides a comparison of actual revenues generated by Freedom during
         the Interim Period and the comparative in 2014.



1.3. Headline Earnings
     For the Interim Period ended 31 August 2015, Freedom reported a headline and diluted
     headline loss of R3 868 479 compared to headline earning and diluted earnings of R5 020 515
     for the corresponding period in the previous financial year. The headline loss is down on the

                                                             Period ending        Period ending
                                                               31 August         31 August 2014
                                                                  2015
 Revenue – Investment Property                                 13 915 332            8 320 812
 Income (Including discontinued
 operations)
 Revenue – Development Property                                13 978 070           26 972 295
 Sales

 Cost of Sales – Development                                   (7 825 517)         (20 197 490)
 Property Sales

 Gross Profit                                                   20 067 885           15 095 617
     headline earnings reported in the corresponding period and the contributing factors are set
     out in more detail below.

1.4. Expenses
     A number of once off costs that have an annual footprint have been accounted for in full
     during the Interim Period. It was the decision of management to account for these costs in
     this six month Interim Period and these costs have been accounted for in terms of International
     Financial Reporting Standards (IFRS). Furthermore, executive bonuses relating to the
     performance of the Company in the 2015 financial year have been accounted for in the Interim
     Period, as these only accrued after year end. Financing costs have increased significantly due
     to the increase in gearing, which was in line with the strategy of the Group. A further
     contribution to the finance cost was the provision for interest payable on settlements of the
     various guarantee share agreements as outlined in the Pre-Listing Statement and SENS
     announcements issued on 11 August 2015, 15 October 2015 and 20 November 2015.
     Furthermore staffing and executive costs have increased in line with the Group strategy of
     retaining high calibre staff to roll out the growth strategy of the Group. With the expenses
     being above anticipated levels, management has initiated processes to contain costs going
     forward and various strategic initiatives have commenced to develop the property assets
     owned by Freedom and grow the value of the Company for all stakeholders.

1.5. Net Asset Value (“NAV”)
     The NAV at 31 August 2015 was 118.06 cents per share, a decrease of 4.01% on the value as at
     31 August 2014 of 123.00 cents per share. In terms of Freedom’s valuation policy all properties
     will be revalued on 28 February 2016. At this time Freedom will strategically evaluate the
     method of valuation utilised for specific properties to ensure that the values of specific assets
     are in line with market practice.

     Gearing has grown on the Statement of Financial Position of the Company and the majority
     of this funding is being applied to develop Freedom’s assets and unlock value for stakeholders
     in terms of Freedom’s strategy as a capital growth fund. This is further set out in point 4
     below.

                                               
2. OPERATIONS

  Freedom has made progress in its operations, thus enabling management to continue implementing
  the strategies and growth plans in line with the Company’s broad short to medium term goals of
  unlocking value for Freedom’s stakeholders.

  The following paragraphs detail progress on key projects identified by Freedom to ensure its
  strategic objectives of income generation and capital growth are sustainable and achieved.

  2.1. Steelpoort Industrial
       Steelpoort is a mining town in Limpopo Province’s platinum belt experiencing rapid
       development with a number of new mines being established, making it prime industrial land
       to own. The scepticism that surrounds investing in the mining areas, due to the events that
       unfolded in Rustenburg, is justifiably allayed when considering that the mining dynamics of
       Steelpoort are of a different nature. Mining in this area is highly mechanised and has a primary
       focus on platinum and chrome production. The number of mines which have opened in the
       area over the past two to five year period are testament to the fact that it is a growing area
       and is to be recognised as an area in which to invest.

       Freedom has taken note of the service delivery protests in the area. These have impacted on
       the operations of certain tenants in Steelpoort Industrial Park as well as on the take up of the
       new units that have been constructed by Freedom. Management is monitoring the situation
       closely and is implementing procedures to accommodate tenants where possible.

       With corporate tenants such as Sasol, Weir Minerals and North Safety, Freedom is confident
       that it can grow the tenant base and successfully fill the remaining units. Pieterse, Du Toit
       and Associates have prepared reports for submission to council on re-zoning the remaining 6
       hectares for light industrial warehousing purposes. This will allow for the construction of a
       further 36 000m2 of industrial warehousing.

                                                 
2.2. Tweefontein Residential
     Tweefontein Residential Estate is the residential component of the land owned by the
     Company in Steelpoort through Kadoma. Tweefontein Residential will provide Freedom in
     excess of 4 000 residential development opportunities in the low to mid income market.
     Pieterse, Du Toit and Associates have initiated the higher density re-zoning application. This
     development is now planned in 12 phases and is still expected to be completed by 2020.

    The demand for residential units is currently between 15 000 and 20 000 units and continually
    expanding due to new mines opening in the area. A major mining group operating in the area
    has expressed an interest in taking up 2 000 opportunities immediately on completion. The
    demand by the existing mines in the area has far exceeded the supply as is currently evidenced
    by ongoing enquiries received by the Company.

2.3. Montana (La Bonne Vie)
     This proposed 90 sectional title residential opportunities of one, two and three bedroom units
     in Montana, Pretoria is highly accessible and adjacent to the well-known Kolonnade Shopping
     Centre and the Zambesi Country Estate. The 3 phase construction plan has been initiated
     with:
        - Phase 1 comprising of 22 units has been initiated and services have been established
            This phase is estimated to generate annual rental income of R1 329 600;
        - Phase 2 comprising of 31 units is expected to be completed by July 2016 and is
            estimated to generate annual rental income of R1 586 400; and
        - Phase 3 comprising of 37 units is expected to be completed by April 2016 and is
            estimated to generate annual rental income of R1 932 000.

    At all times Freedom has the option to strategically dispose of any of these units and utilise
    the proceeds for alternate developments within the Group. The project development cost is
    R35 million.

2.4. Langebaan
     The Langebaan Beach Resort, located in Langebaan in the Western Cape, is a mixed use
     development consisting of 312 022m2 of zoned residential land, 426 982m2 of un-zoned
     residential land, 8,063m2 of land zoned for commercial use and 21 688m2 for institutional use.

    Freedom’s proposed development in Langebaan which borders on Saldanha, is extremely
    exciting for Freedom as Transnet has plans to spend R10 billion on the expansion of the
    harbour at Saldanha. This has led to several development opportunities in the commercial and
    residential sector. In phase 1 of its development, Freedom plans to develop 7 000m² of
    commercial space and negotiations have commenced with high profile tenants who have a
    national footprint.

    The development will commence on the successful conclusion of lease agreements.
                                              
  2.5. Gevonden
       Gevonden comprises of 43 residential units in the medium level segment. It borders the urban
       edge in Stellenbosch, making it the last section of land in this very popular Western Cape
       Town that can be developed.

       Stellenbosch has not been heavily affected by the economic crisis, as property development
       has continued at a very steady pace over the past few years. The demand can mainly be
       attributed to the steady population growth experienced in Stellenbosch and the rest of the
       Western Cape since 2010.

       Bordering the very successful Welgevonden Estate Development on the eastern boundary, our
       survey shows that the demand significantly exceeds supply. Freedom is in final stages of
       concluding a development agreement with a successful local developer, who undertakes to
       fully develop the land at his cost. This includes external as well as internal services, after which
       top structures will be constructed. Once these units have been completed, Freedom and the
       developer will split the units according to input cost, leaving Freedom with an amount of
       ungeared, rentable units which are in high demand. An option will also be made available for
       Freedom to acquire more of these units from the developer at a reasonable market price, as
       determined by an independent valuer.

       With the demand being high on most of Freedom’s development land, we are continuously
       investigating innovative financing methods in order to proceed at a much faster pace than
       traditional institutional finance normally allows. Good progress has been made in this regard
       and we anticipate initiating more of the developments on this basis.

  2.6. Stellenbosch Industrial
       Freedom entered into a sale agreement with K2014120563 Proprietary Limited (“the
       Purchaser”) for the sale of the Stellenbosch Industrial Property for the sale consideration of R
       49 000 000 (Forty Nine million only). The full proceeds are payable in cash. Commission of
       R 1 470 000.00 (One Million Four Hundred and Seventy Thousand Rand only) is payable by
       Freedom on the transaction.

       The Sale is in line with Freedom’s strategy of specialising in development activity. The proceeds
       of the Sale will be used to settle the existing bond on the property. The remaining proceeds
       will be applied to specific approved future developments within the Group and to settlement
       agreements reached with shareholders relating to the issue of guarantee shares referred to in
       the Pre-Listing Statement dated 5 June 2014 and SENS announcements issued on 11 August
       2015, 15 October 2015 and 20 November 2015.

3. PROSPECTS & STRATEGY

  The period, since 28 February 2015, has proven to be a challenging one. When one considers
  Freedom’s strategic objectives, liquidity in the trading of Freedom shares has continued, albeit that
  the share has traded at a large discount to Freedom’s NAV. This was largely the result of certain
  vendors who sold their properties to Freedom on listing for Freedom shares realising the
  opportunity for creating liquidity through trading of their shares.

  This has been further compounded by the market’s apparent assessment of the valuation of
  Freedom with the current market capitalisation of the Company inferring that the valuation is
  derived from the income producing assets and completely discounting the significant portfolio of
  remaining assets which were acquired by Freedom for development. It is management’s view that
  this will change as projects are successfully delivered and the Group returns to profitability.

  On the positive side new investors have continued to realise the opportunity to invest at the
  discounted levels, resulting in an ever expanding investor base.

                                                   
  Freedom is well positioned to operate in the low to mid-tier income sector due to its strategic land
  holdings. In developing the Company’s land and providing rental units to the sectors identified,
  Freedom’s vision is to address challenges currently being faced in the South African residential
  market. These challenges include the lack of supply and delivery of homes to the low to mid-tier
  income sector while growing the Company’s income producing assets.

4. BORROWINGS

  Freedom had previously secured facilities with Nedbank Limited (“Nedbank”) to provide term
  funding to Kadoma, subject to agreed drawdowns and completion of units. These term facilities
  have been applied to the Steelpoort Industrial expansion and further development within the
  Group. The Group is currently re-negotiating these facilities with Nedbank to ensure the best
  possible terms and the optimal utilisation of the facilities within the Group. The Nedbank facilities
  are secured by first mortgage bonds over the developed Steelpoort Industrial properties and a
  surety provided by Freedom.

5. CORPORATE GOVERNANCE

  The Board is fully committed to the principles of the Code of Corporate Practices and Conduct as
  set out in King III. The Board acknowledges its responsibility in ensuring that the Company acts
  with integrity and fairness. As such they are continually monitoring and investigating methods of
  improving systems and controls in order to ensure that stakeholder opportunities are maximised.

6. HEALTH & SAFETY

  Across all aspects of operations Freedom strives to adhere to the standards of best practice and
  upholds health and safety as one of our highest values. This includes the health and safety policies
  and procedures set forth to ensure and maintain the welfare of all employees and development
  contractors. We are delighted to report another consecutive period without injuries.

                                               
7. SUBSEQUENT EVENTS

  There have been no material events subsequent to 31 August 2015 to report outside of those
  contained in the SENS announcements that have been issued and changes to the Board as set out
  in paragraph 8 below and the subsequent sale of the Stellenbosch Industrial Park as indicated in
  note 4 to the financial statements below.

8. CHANGES TO THE BOARD

  Mr. Patrick Burton stepped down as Chairman of the Board at the conclusion of the Annual General
  Meeting, held on 28 August 2015. The directors, executive committee and staff once again would
  like to thank Mr. Burton for his dedicated leadership and invaluable contribution to the formation
  and listing of the Company.

  Mr. Richard Eaton was not re-elected at the Annual General Meeting held on 28 August 2015. The
  directors, executive committee and staff would like to express their sincere gratitude and
  appreciation for the contribution that Mr. Eaton has made to the Company since his appointment
  at the inception of Freedom prior to listing. Mr Eaton’s vast experience was an invaluable
  contribution to the Company.

  Mr. Tyrone Govender has tendered his resignation on 23 November 2015, due to personal
  circumstances. Mr. Govender will remain in the position of CEO of Freedom for the sixty day
  notice period, as specified in his employment contract, until 23 January 2015.

  Mr. Govender has indicated his willingness to assist on a temporary basis after the expiration of
  his notice period on an ad-hoc basis until a new CEO is appointed, if the Board so decides. The
  Board is currently evaluating its position with regard to the appointment of a new CEO and have
  indicated their continued support for the appointment of a CEO with industry relevant experience
  who complies with the requirements of the Company’s Memorandum of Incorporation, the
  Companies Act, act 71 of 2008, and the JSE Listing Requirements. A formal announcement in this
  regard will be made in due course.

  As announced on 26 November 2015, Dr. Phillip Dexter, in the capacity of Independent Non-
  Executive Director, and Mr Willem Stephanus Grobbelaar, in the capacity of Independent Non-
  Executive Director, will be appointed to the Board following the completion of the nominations
  process and approval by the Board.

  The Freedom Board of directors welcomes the appointment of both Dr. Dexter and Mr. Grobbelaar
  and looks forward to their invaluable contributions.

  Furthermore the Board of Freedom is pleased to announce that Mr. Willem Stephanus
  Grobbelaar has been appointed as Chairman of the Board.


9. BASIS OF PREPARATION

  The unreviewed condensed consolidated interim results have been prepared in accordance with
  the framework concepts and the measurement and recognition requirements of International
  Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the
  Accounting Practices Committee and Financial Pronouncements as issued by the Financial
  Reporting Standards Council and contain the information required by IAS 34 Interim Financial
  Reporting, the JSE Listings Requirements and the requirements of the Companies Act, 71 of 2008
  of South Africa.

  These unreviewed condensed results have been prepared under the historical cost convention
  except for investment properties and certain financial instruments which are measured at fair
  value. The fair value of investment properties are determined with reference to the external
  valuations dated 28 February 2015, prepared by the independent property valuer appointed to
  value the properties owned by the group.

  These results have not been reviewed or audited by Freedom’s auditors, RSM South Africa.

  These unreviewed condensed results were prepared under the supervision of JF Pretorius, in his
  capacity as the Chief Financial Officer of the Group.

10. ACCOUNTING POLICIES

  The accounting policies applied in the preparation of these results are consistent with those applied
  in the preparation of the financial statements for the year ended 28 February 2015 except for the
  adoption of improved, revised or new standards and interpretations. The aggregate effect of these
  changes in respect of the period ended 31 August 2015 is Rnil.




                                                 
         CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                        6 months ended               Year ended
                                                            31 August                28 February
                                            Notes              2015              2014           2015
                                                         Unreviewed         Reviewed        Audited
                                                            (R’000)           (R’000)        (R’000)
Assets
Non-current assets
Investment properties                         1            1 523 125        1 412 940      1 556 382
Property, plant and equipment                                   247             4 461          1 138
Deferred tax                                                    680                -             851
Operating lease asset                                         1 968                -           1 086
Other assets                                                  2 689                -              91
Other investments                            2                9 342                -           2 342
                                                           1 538 051         1 417 401     1 561 890
Current assets
Inventories                                  3              80 824             87 177        87 694
Current tax receivable                                         172                 -             -
Operating lease asset                                          225                 -             -
Trade and other receivables                                 45 470            38 669         54 325
Cash and cash equivalent                                     5 665             1 367          1 337
                                                            131 816          127 213        143 356
Non-current assets classified as held for    4              47 266                 -             -
sale
Total assets                                               1 717 133        1 544 614      1 705 246
Equity and liabilities
Equity
Stated capital                                              830 031          870 077         823 331
Reserves                                                         -           12 895               -
Retained earnings                                          422 055           370 975         516 405
                                                          1 252 086         1 253 947      1 339 736




                                                    
Liabilities
Non-current liabilities
Guarantee share obligation                   5            67 356               -                 -
Other financial liabilities                               82 426            24 568            82 291
Deferred tax                                             243 235            227 323          245 620
                                                         393 017            251 891          327 911
Current liabilities
Shareholder loan                                              -             10 700                -
Guarantee share obligation                   5            13 000                -                 -
Other financial liabilities                                6 158            11 001             3 143
Current tax payable                                        4 744                -             5 385
Trade and other payables                                  18 956             16 297            19 883
Bank overdraft                                             8 813                778            9 188
                                                          51 671             38 776            37 599
Liabilities directly associated with non-    4            20 359                 -                 -
current assets classified as held for sale
Total equity & liabilities                            1 717 133           1 544 614         1 705 246




                                                 
   CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                             6 months ended                 Year ended
                                                                31 August                  28 February
                                          Notes                2015               2014            2015
                                                         Unreviewed         Reviewed           Audited
                                                            (R’000)           (R’000)          (R’000)
Continuing operations
Revenue                                                      25 275            34 291           38 749
Cost of sales                                               (7 826)           (20 197)          (6 414)
Gross profit                                                 17 449            14 094           29 335
Other income                                                  3 694             4 596           17 616
Operating expenses                                          (21 695)           (11 419)       (26 441)
Operating profit / (loss)                                     (552)              7 271          20 510
Finance income                                                  17                 3              31
Fair value adjustments                     6               (79 637)            121 105         226 587
Gain on bargain purchase                                        -              283 112         314 195
Finance costs                                               (4 226)             (704)          (3 002)
Profit / (loss) before tax                                 (84 398)           410 787          558 321
Taxation                                                      (908)          (24 609)         (46 511)
Profit / (loss) for the period from                        (85 306)           386 178          511 810
continuing operations
Discontinued operations
Profit / (loss) for the period from        7                (9 044)             2 350            9 255
discontinued operations
Profit for the period                                      (94 350)           388 528          521 065
Other comprehensive income                                      -                  -                -
Total comprehensive income / (loss) for                    (94 350)           388 528          521 065
the year
Earnings / (loss) per share                                   Cents             Cents            Cents
Basic and diluted
Continuing operations                                          -8.81            44.46            57.57
Discounted operations                                          -0.93             0.27             1.04
Total earnings / (loss) per share                              -9.74            44.73            58.61
Number of shares
Weighted average number shares in issue                968 829 227      868 538 173         889 037 602
Total number of shares in issue                        1 060 529 031   1 027 029 031      1 027 029 031




                                                  
         CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                 Notes   Stated         Share-based       Retained    Total equity
                                         capital           payment        income /
                                                            reserve   (Accumulated
                                                                              loss)
                                                            (R’000)        (R’000)        (R’000)
Audited as at 28 February 2014                 15            12 895        (17 554)        (4 644)
Issue of shares                           870 062                -              -         870 062
Total comprehensive income for                  -                -        388 528         388 528
the period
Reviewed as at 31 August 2014             870 077           12 895        370 974       1 253 946
Issue of shares                            12 013               -              -           12 013
Purchase of own / treasury                (58 759)              -              -         (58 759)
shares
Transfer between reserves                       -           (12 895)       12 895           -
Total comprehensive income for                  -                -         132 536        132 536
the period
Audited as at 28 February 2015             823 331               -         516 405      1 339 736
Issue of shares                   2          6 700               -              -           6 700
Total comprehensive income for                  -                -         (94 350)       (94 350)
the period
Unreviewed as at 31 August                 830 031               -         422 055       1 252 086
2015




                                              
               CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                              6 months ended               Year ended
                                                                 31 August                28 February
                                              Notes              2015             2014           2015
                                                           Unreviewed        Reviewed        Audited
                                                              (R’000)           (R’000)       (R’000)
  Cash flows from operating activities
  Cash (utilised in) / generated from                          17 108            2 557        (1 092)
  operations
  Interest income                                                  17                4            32
  Finance costs                                               (4 308)           (1 249)       (4 436)
  Tax (paid) / received                                         (882)               -           (149)
  Net cash from operating activities                           11 935             1 312       (5 645)
  Cash flows from investing activities
  Purchase of property, plant & equipment                       (192)            (867)         (867)
  Additions to investment property                           (27 949)          (20 009)      (59 312)
  Business combinations                                           -             (2 858)       (2 858)
  Additions to other assets                                   (2 597)               -         (2 433)
  Proceeds on sale of investment property                         -              1 000         1 000
  Net cash from investing activities                         (30 738)          (22 734)      (64 470)
  Cash flows from financing activities
  Proceeds from other financial liabilities                   24 850            21 996        62 249
  Repayment of other financial liabilities                   (1 344)                -             -
  Net cash from financing activities                          23 506            21 996        62 249
  Total cash movement for the period                           4 703               574       (7 866)
  Cash and cash equivalents at beginning                      (7 851)               15            15
  of period
  Cash and cash equivalents at end of                         (3 148)              589        (7 851)
  period
                                                                                Note 8


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

1 – INVESTMENT PROPERTIES: Investment Properties are carried at fair value and are current
income-generating assets or are held for development as future income generating assets.

2 – OTHER INVESTMENTS: During the period ended, Freedom acquired a 10% interest in Sunset
Bonsmara Proprietary Limited, through partial cash and share payment.

3 – INVENTORIES: Inventories represent properties held in Langebaan (see paragraph 2.4) and
Miami Village which are held for sale in the ordinary course of business.



                                                      
4 – NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE: During the period
ended, the Stellenbosch Industrial Park was identified for disposal and reclassified as held for sale.
Subsequent to 31 August 2015, the property has transferred and the related liabilities settled.

5 – GUARANTEED SHARES OBLIGATION: This refers to obligations arising from
guaranteed shares issued at listing as identified in the Pre-Listing Statement issued on 5 June 2014.

6 – FAIR VALUE ADJUSTMENT: The fair value adjustment arose from the revaluation of the
guaranteed shares obligation, as indicated in Note 5 above.

7 – DISCONTINUED OPERATIONS: Profit or (loss) for the period attributable to discontinued
operations has been calculated as follows:

                                                             6 months ended               Year ended
                                                             31 August                   28 February
                                                                2015            2014            2015
                                                          Unreviewed        Reviewed         Audited
                                                             (R’000)          (R’000)        (R’000)
  Revenue                                                      2 618            1 002         4 030
  Other income                                                  346               40            282
  Operating expenses                                           (323)            (78)           (426)
  Operating profit / (loss)                                    2 641             964          3 886
  Finance income                                                  -               -               1
  Fair value adjustments to investment                            -            2 718          9 218
  properties
  Fair value adjustments upon                                (13 941)             -              -
  reclassification to be held for sale
  Finance costs                                                (798)           (546)         (1 434)
  Profit / (loss) before tax                                (12 098)           3 136         11 671
  Taxation                                                    3 054            (787)         (2 416)
  Profit / (loss) for the period from                        (9 044)           2 349          9 255
  discontinued operations



8 – RESTATEMENT OF PRIOR PERIOD CASH FLOW: The Statement of Cash Flows
relating to the 31 August 2014 period has been restated to eliminate non-cash flow effects relating to
the business combination and investment property purchases for shares. The restatement is in line
with the announcement on the Stock Exchange News Service (“SENS”) made on 29 July 2015.




                                                  15
9 – HEADLINE AND DILUTED LOSS PER SHARE:
                                                      6 months ended                 Year ended
                                                         31 August                  28 February
                                                        2015               2014            2015
                                                  Unreviewed           Reviewed           Audited
                                                     (R’000)            (R’000)         (R’000)
 Continuing operations
 Total comprehensive income                         (85 306)            386 179          511 810
 Fair value adjustment                                79 637           (117 515)        (226 587)
 Gain on bargain purchase                                 -            (283 112)        (314 195)
 Gain on disposal of subsidiary                           -              (3 590)          (3 590)
 Profit on sale of investment property                    -                (340)            (340)
 Tax effect of fair value adjustments                     -               23 097           43 907
 Headline earnings / (loss) from                     (5 669)               4 719           11 005
 continuing operations
 Discontinued operations
 Total comprehensive income                          (9 044)              2 350            9 255
 Fair value adjustment                                13 941             (2 718)          (9 218)
 Tax effect of fair value adjustments                (3 097)               669             2 230
 Headline earnings / (loss) from                      1 800                301             2 267
 discontinued operations
 Total headline earnings                             (3 869)              5 020           13 272


 Headline earnings / (loss) per share                  Cents              Cents           Cents
 Basic and diluted
 Continuing operations                                 (0.59)              0.54             1.24
 Discontinued operations                                0.19               0.04             0.25
 Headline earnings / (loss) per share                  (0.40)              0.58             1.49
 Number of shares
 Weighted average number shares in issue        968 829 227           868 538 173        889 037 602
 Total number of shares in issue                1 060 529 031       1 027 029 031       1 027 029 031




                                           
9 – SEGMENT REPORT: The Group has two reportable segments, as described below. The
segments offer different types of revenue income and are managed separately to enable the Group to
adequately monitor the various risk profiles. For each of these segments, the Group’s CEO reviews
internal management reports on a monthly basis. The following summary describes each of the Group’s
reportable segments:
    - Property rental income
    - Development property sales

Other operations include the Group’s administrative and finance costs. None of these segments meet
any of the quantitative thresholds for determining reportable segments in the current period.

                                       SEGMENT REPORT
                                                      Rental Income     Development           Total
                                                                      Property Sales     Operating
                                                                                          Segments


                                                           (R’000)         (R’000)        (R’000)
  Statement of comprehensive income – 31
  August 2015
  Continuing operations
  Segment revenue                                           11 297          13 978         25 275
  Expenditure                                              (8 401)         (8 941)        (17 342)
  Segment result from continuing                            2 896           5 037          7 933
  operations


  Discontinued operations
  Segment revenue                                            2 618              -          2 618
  Expenditure                                                (775)              -           (775)
  Segment results from discontinued
  operations                                                 1 843              -           1 843
  Total segment results                                      4 739           5 037          9 776
  Statement of comprehensive income – 31
  August 2014
  Continuing operations
  Segment revenue                                            7 319          26 972         34 291
  Expenditure                                               (4 475)        (20 197)       (24 672)
  Segment result from continuing                             2 844           6 775          9 619
  obligations


  Discontinued operations
  Segment revenue                                           5 298               -           5 298
  Expenditure                                               (623)               -           (623)


                                               
Segment results from discontinued
operations                                                   4 675              -          4 675


Total segment results                                        7 519           6 775         14 294




                                             SEGMENT REPORT
                                                        Rental Income    Development         Total
                                                                        Property Sales   Operating
                                                                                         Segments


                                                              (R’000)         (R’000)      (R’000)
Statement of financial position – 31
August 2015
Non-current assets
Investment properties                                       1 523 125             -      1 523 125
Operating lease asset                                           2 193             -          2 193
Current assets
Inventories                                                        -           80 284       80 284
Trade and other receivables                                   22 622            3 674       26 296
Non-current assets classified as held for                     47 266               -        47 266
sale
Segment assets                                             1 595 206           83 958     1 679 164


Non-current liabilities
Deferred tax                                                 243 235               -        243 235
Other financial liabilities                                   82 426               -         82 426
Current liabilities
Other financial liabilities                                     6 157              -          6 157
Trade and other payables                                       11 357             471        11 828
Liabilities directly associated with non-
current assets classified as held for sale                    20 359               -         20 359
Segment liabilities                                          363 534              471       364 005


Statement of financial position – 31
August 2014
Non-current assets
Investment properties                                       1 412 940               -     1 412 940
Operating lease asset                                               -               -            -


                                                   
Current assets
Inventories                                                         -            87 177      87 177
Trade and other receivables                                      2 118               -        2 118
Segment assets                                               1 415 058           87 177   1 502 235


Non-current liabilities
Deferred tax                                                   227 323               -      227 323
Other financial liabilities                                     24 568               -       24 568
Current liabilities
Other financial liabilities                                     11 001               -       11 001
Trade and other payables                                         1 821               -        1 821
Segment liabilities                                             264 713              -      264 713




                              19
RECONCILIATION OF REPORTABLE SEGMENT REVENUE, PROFIT OR LOSS,
ASSETS AND LIABILITIES AND OTHER MATERIAL ITEMS:

                                                   August 2015    August 2014
                                                       (R’000)        (R’000)


Revenues
Total revenue for reportable segments                  27 893         39 589
Profit or loss for reportable segments                  9 776          14 294
Other profit or loss                                       -               -
Unallocated amounts                                        -               -
Operating expenses                                     (12 195)       (7 205)
Finance costs                                            ( 528)         (442)
Other income                                               12            340
Interest income                                            17              4
Gain on bargain purchase                                    -        283 112
Fair value adjustment                                 (93 578)       123 823
Profit/(loss) before taxation                         (96 496)       413 926


Assets and liabilities not allocated to
business segments:
Assets
Property, plant and equipment                              247          4 461
Deferred tax                                               681             -
Other financial assets                                  2 689              -
Other investments                                       9 342              -
Current tax receivable                                     172             -
Trade and other receivables                             19 175         36 551
Cash and cash equivalents                               5 665           1 367
Total unallocated assets                                37 971         42 379


Liabilities
Shareholder loan                                            -          10 700
Guaranteed share obligation                            80 356              -
Current tax payable                                     4 743              -
Trade and other payables                                7 127          14 477
Bank overdraft                                           8 813            778
Total unallocated liabilities                          101 039         25 955




                                          
By order of the Board


 NT Govender                                                                                 JF Pretorius
 Chief Executive Officer                                                                     Chief Financial Officer

 Monday, 30 November 2015

 COMPANY INFORMATION                                                                         Company Secretary: Statucor Proprietary Limited
 Freedom Property Fund Limited                                                               Registered Office: 24 Peter Place, Lyme Park, Sandton, 2196
 (Incorporated in the Republic of South Africa)                                              Postal Address: PO Box 752, Cramerview, 2060
 (Registration No. 2012/129186/06)                                                           Transfer Secretaries: Computershare Investor Services Proprietary Limited, Ground
 Share code: FDP ISIN: ZAE000185260                                                          Floor, 70 Marshall Street,
 (“Freedom” or “the Company” or “the Group”)                                                 Johannesburg 2001 (PO Box 61051, Marshalltown, 2107)
 Directors: WS Grobbelaar#* (Chairman); NT Govender (Chief Executive Officer);               Sponsor: KPMG Servicess Proprietary Limited, KPMG Wanooka Place 1 Albany
 PD Dexter #*;   JF Pretorius (Chief Financial Officer); BM   Molefi#*;   SB   Rule*;   WH   Road, Parktown, 2193
 Rule*; WB Stocks#* (#Independent *Non-executive)




                                                                                   21

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