Wrap Text
Summarised Group Results for the year ended 31 December 2018
LIBERTY TWO DEGREES LIMITED
(Registration number: 2018/388906/06)
JSE share code: L2D
ISIN: ZAE000260576
("L2D" or "the Company")
SUMMARISED GROUP RESULTS
for the year ended 31 December 2018
HIGHLIGHTS
Full year distribution of 60 cents(1) per share
Successfully implemented corporate restructure
Introduced R1.5bn of debt
Vacancy rates Portfolio 3.4% Retail 1.2%
Trading density growth of 2.9%(2)
(1) 29.31c declared for six months ended 30 June 2018 by Old L2D / 18.00c declared for four months ended
31 October 2018 by Old L2D / 12.69c declared for two months ended 31 December 2018 by New L2D.
(2) Trading density growth is based on a 12 month rolling period (excluding Melrose Arch and Lifestyle Centre).
COMMENTARY
Profile
Liberty Two Degrees Limited (L2D) is listed on the Johannesburg Stock Exchange ("JSE") with a market capitalisation of R6.3 billion at
31 December 2018 (FY2017: R7.6 billion).
Financial results
On 1 November 2018 Liberty Two Degrees (Old L2D) converted to a corporate Real Estate Investment Trust (REIT) and listed as
Liberty Two Degrees Limited (L2D). The L2D group now includes 2 Degrees Properties Proprietary Limited (the operating subsidiary)
and Stanlib REIT Fund Managers (RF) Proprietary Limited (the previous management company). At 31 December 2018, L2D's
100% South African property portfolio was valued at R10.15 billion (FY2017 Restated: R8.71 billion) following the acquisition of a
further R1.2 billion of the co-owned Liberty Property Portfolio (LPP) with effect from 1 November 2018. L2D group reported net
property income of R589.1 million for the year ended 31 December 2018 (FY2017 Restated: R429.1 million) after taking into account
the additional assets acquired and asset management income. Including interest income and fair value adjustments, profit before
tax amounted to R646.8 million (FY2017 Restated: R552.6 million). The net asset value per share has decreased primarily as a result of
the capital reorganisation treatment related to the acquisition of the previous management company.
On 23 July 2018, the board declared an interim dividend of 29.31 cents per share for the six months ended 30 June 2018,
which was paid on 27 August 2018.
On 15 October 2018, the board declared the final Old L2D dividend of 18.00 cents per share for the four months ended 31 October
2018, which was paid on 14 November 2018.
Subsequent to year-end, on 21 February 2019, the board declared a final dividend of 12.69 cents per share for the two months ended
31 December 2018, which will be paid on 18 March 2019.
This brings the full year distribution to 60.00 (FY2017: 59.22) cents per share which is in line with L2D's guidance to the market, after
including the transaction costs relating to the restructuring.
Capital reorganisation accounting treatment
The conversion to a corporate REIT is considered to be a common control transaction in that the parent company before and after
the transaction is Liberty Holdings Limited. The businesses under common control that are combined in L2D have single
management and oversight, accordingly capital reorganisation accounting is considered to be the most appropriate treatment for
the transaction. Consequently L2D's group financial statements include the group's full results as though the transaction had been
effected from 31 December 2016. The comparative information is restated as if the group had always existed in its current form.
No other adjustments have been made.
L2D's vision and strategy
L2D's vision is to be the leading South African precinct focused, retail-centred REIT. This vision is supported by three strategic pillars
that will drive distribution growth and thereby create shareholder value:
- driving to future proof the assets;
- having passionate people; and
- growing to make an impact.
Changes in fair values
The Group's property portfolio was valued at R10.14 billion (FY2017: R8.71 billion) by external independent registered valuers
on an open market value basis at 31 December 2018. Investment properties increased by R1.35 billion as a result of the acquisition of
a further R1.20 billion of the LPP, as well as capitalised development and maintenance capital expenditure. The overall fair value
adjustment resulted in a net increase of R89.9 million (FY2017: net decrease of R24.7 million). In terms of IAS 40 and IFRS 13,
investment properties are measured at fair value through profit or loss using valuation inputs which are categorised as level 3 on the
fair value hierarchy.
Property portfolio
The portfolio vacancy rate decreased during the year to 3.4% (FY2017: 6.4%).
Leases covering 49 472m2 (FY2017: 67 631m2) were renewed during the year at an overall reversion rate of 2.3% (FY2017: 2.7%).
A further 52 557m2 (FY2017: 41 078m2) in new tenant lease agreements were concluded across the portfolio during the period.
Arrears increased to 5.2% (FY2017: 4.6%) of the collectable book.
The marginal increase in arrears is mainly as a result of the difficult economic environment.
Gross letta-
ble area (1) Gross letta-
Geographic profile (m2) ble area (%)
Gauteng 736 496 76,1
KwaZulu-Natal 119 003 12,3
Western Cape 91 624 9,5
Free State 20 743 2,1
Total 967 866 100,0
Gross
lettable Gross letta-
Sector profile area(1) (m2) ble area (%)
Retail 523 135 54,1
Office 331 326 34,2
Specialised 113 405 11,7
Total 967 866 100,0
(1) L2D owns a 33.3% undivided share of the properties at 31 December 2018.
Gross Gross
lettable lettable
Vacancy profile % area 2018 area 2017
Retail 1,2 4,3
Office 8,0 10,3
Specialised 0,0 0,0
Total 3,4 6,4
Lease expiry profile - gross
lettable area (%) Vacant Monthly(1) 2019 2020 2021 2022 2023+
Retail 1,2 7,7 16,9 11,1 14,2 13,5 33,5
Office 8,0 2,2 7,4 16,2 7,7 21,5 37,4
Specialised 0,0 0,3 0,4 61,0 0,2 0,0 38,0
Total 3,4 5,0 11,9 18,1 10,5 14,8 35,3
(1) Month to month expiries consist primarily of leases that have expired, with new leases currently being negotiated, and commitments obtained on a monthly basis in the interim.
Interest-bearing borrowings
The Group's interest-bearing borrowings (net of cash and cash equivalents and including the fair value of cash settled hedges)
represented 16.00% (FY17: nil) of the value of its property portfolio. The average cost of funding (all Rand-denominated)
is 9.27% (FY17: nil), interest rates are hedged on 32.95% (FY17: nil) of borrowings for an average period of 2.83 years (FY17: nil).
The interest cover ratio is 48.3x (FY17: nil). L2D has the ability to take on further debt and has a targeted LTV of 35%.
Commitments
Capital development commitments outstanding amount to R433.1 million (FY2017: R390.7 million). Capital commitments will
be funded from debt facilities.
Prospects
The quality of the L2D portfolio drove positive growth despite a difficult trading environment in South Africa. Demand for retail
space in the portfolio was strong with reduced vacancies and was supported by an improved tenant mix in the space previously
occupied by Stuttafords. The restructuring transaction was successfully implemented and aligns L2D's structure to the market
while providing a platform for future growth. L2D's conservative gearing levels offer the capacity for acquisitions to enhance
returns; however, the current cost of debt may have a dilutionary impact on future distributions. The uncertainty around the
Edcon restructuring at the time of reporting these results makes it difficult to accurately determine distributions and valuations in
the near term. Despite this uncertainty, as retail specialists L2D management remains focused on creating experiential spaces at
its centres and thereby striving to prepare the assets for a rapidly changing retail environment.
L2D uses distribution per share as a relevant measure of financial performance. With the current uncertainty as well as challenging
economic conditions in South Africa, L2D's guidance for the 2019 full-year distribution is for growth of 0% to 2%.
This guidance is reliant on the following key assumptions: forecasted net property income is based on contractual rental
escalations and market-related renewals, appropriate allowances for vacancies have been incorporated into the forecast, no further
dilutionary gearing is introduced and that no major tenant failures will occur. The forecast has not been reviewed or reported on by
L2D's auditors.
Declaration of a cash distribution
The Board has approved and notice is hereby given of a distribution of 12.69 cents per share for the two months ended
31 December 2018 ("the distribution").
The distribution is payable to L2D shareholders in accordance with the timetable set out below:
2019
Last date to trade cum dividend: Tuesday, 12 March
Units trade ex dividend: Wednesday, 13 March
Record date: Friday, 15 March
Payment date: Monday, 18 March
Share certificates may not be dematerialised or rematerialised between Wednesday, 13 March 2019 and Friday, 15 March 2019,
both days inclusive.
Payment of the distribution will be made to shareholders on Monday, 18 March 2019. In respect of dematerialised share, the
distribution will be transferred to the Central Securities Depository Participant ("CSDP") accounts/broker accounts on Monday,
18 March 2019. Certificated shareholders' dividend payments will be posted on or about Monday, 18 March 2019.
Shares in issue at the date of declaration of this distribution: 908 443 335
L2D's income tax reference number: 9087144235
In accordance with L2D's status as a REIT, shareholders are advised that the distribution meets the requirements of a "qualifying
distribution" for the purposes of section 25BB of the Income Tax Act, No. 58 of 1962 ("Income Tax Act"). The distribution on the
shares will be deemed to be a dividend, for South African tax purposes, in terms of section 25BB of the Income Tax Act.
The distribution received by or accrued to South African tax residents must be included in the gross income of such
shareholders and will not be exempt from income tax (in terms of the exclusion to the general dividend exemption, contained in
paragraph (aa) of section 10(1)(k)(i) of the Income Tax Act) because it is a distribution distributed by a REIT. This distribution is, however,
exempt from dividend withholding tax in the hands of South African tax resident shareholders, provided that the South African
resident shareholders provide the following forms to their CSDP or broker, as the case may be, in respect of uncertificated shares, or
the company, in respect of certificated shares:
a a declaration that the distribution is exempt from dividends tax; and
b. a written undertaking to inform the CSDP, broker or the company, as the case may be, should the circumstances
affecting the exemption change or the beneficial owner cease to be the beneficial owner, both in the form prescribed
by the Commissioner for the South African Revenue Service. Shareholders are advised to contact their CSDP,
broker or the company, as the case may be, to arrange for the abovementioned documents to be submitted prior to
payment of the distribution, if such documents have not already been submitted.
Distributions received by non-resident shareholders will not be taxable as income and instead will be treated as an ordinary
dividend which is exempt from income tax in terms of the general dividend exemption in section 10(1)(k)(i) of the Income Tax Act.
Assuming dividend withholding tax will be withheld at a rate of 20%, unless the rate is reduced in terms of any applicable agreement for
the avoidance of double taxation ("DTA") between South Africa and the country of residence of the shareholder, the net dividend
amount due to non-resident shareholders is 10.152 cents per share. A reduced dividend withholding rate in terms of the applicable DTA
may only be relied on if the non-resident shareholder has provided the following forms to their CSDP or broker, as the case may be,
in respect of uncertificated shares, or the company, in respect of certificated shares:
a. a declaration that the distribution is subject to a reduced rate as a result of the application of a DTA; and
b. a written undertaking to inform their CSDP, broker or the company, as the case may be, should the circumstances
affecting the reduced rate change or the beneficial owner cease to be the beneficial owner, both in the form prescribed
by the Commissioner for the South African Revenue Service. Non-resident shareholders are advised to contact their CSDP,
broker or the company, as the case may be, to arrange for the abovementioned documents to be submitted prior to
payment of the distribution if such documents have not already been submitted, if applicable.
Events after reporting date
In line with IAS 10 Events after the Reporting Period, the declaration of the final dividend of 12.69 cents per share for the two months
ended 31 December 2018 occurred after the end of the reporting period, resulting in a non-adjusting event which is not recognised
in these financial statements.
Restatement - Capital reorganisation
The comparative information has been restated as a result of the capital reorganisation and the entity reports as if it had always
existed in its current form. The assets and liabilities of the entity are incorporated as their pre-combination carrying amounts
without fair value uplift and comparatives have been restated to ensure comparability. Any premium on the purchase price over the
carrying amounts of the assets and liabilities is recorded in equity as a merger reserve. As part of the restatement of the comparatives,
an adjustment has been made to reverse any deferred tax assets that were previously recorded to take into account the REIT status
of the group with effect from 1 November 2018.
Costs related to the acquisition, other than those associated with the issue of debt or equity instruments that the group incurred in
the capital reorganisation, have been expensed as incurred. Costs that are incremental and directly attributable to the issue of equity
are recorded directly in equity.
Basis of preparation
The summarised group financial statements are prepared in accordance with International Financial Reporting
Standard, IAS 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee
and Financial Pronouncements as issued by Financial Reporting Standards Council and the requirements of the Companies Act of
South Africa and the JSE Listings Requirements. The accounting policies applied in the preparation of these financial statements
are in terms of International Financial Reporting Standards and are consistent with those applied in the previous financial statements.
Jose Snyders CA(SA), the financial director, was responsible for supervising the preparation of these summarised annual financial
statements.
This summarised report is extracted from the audited information, but is not itself audited. The annual financial statements are audited
by PricewaterhouseCoopers Inc., who expressed an unmodified opinion thereon. The auditor's report does not necessarily report
on all the information contained in these summary financial statements. Shareholders are therefore advised that in order
to obtain a full understanding of the nature of the auditor's engagement, they should obtain a copy of the auditor's report
together with the accompanying audited financial statements, both of which are available for inspection at L2D's registered office.
The Board takes full responsibility for the preparation of this report and that the selected financial information has been correctly
extracted from the underlying financial statements.
On behalf of the board
Angus Band Amelia Beattie Jose Snyders
Chairman Chief Executive Financial Director
25 February 2019
STATEMENT OF FINANCIAL POSITION
as at 31 December 2018
Restated Restated
R'000 2018 2017 2016
Assets
Non-current assets 10 145 122 8 710 015 6 061 366
Investment properties 10 111 609 8 629 809 5 997 200
Investment properties under development 32 768 78 903 63 239
Property, plant and equipment 745 1 303 927
Current assets 333 264 483 013 2 904 400
Trade and other receivables 277 963 189 925 104 320
Amount due from group companies 42 645 - -
Financial investments 600 269 043 2 774 878
Current tax receivable 686 1 412 874
Cash and cash equivalents 11 370 22 633 24 328
Total assets 10 478 386 9 193 028 8 965 766
Equity and liabilities
Equity
Stated capital 8 780 489 8 782 290 8 782 290
Retained surplus 122 646 274 186 45 819
Mergers/capital reserve (426 104) (92 459) (92 459)
Non-distributable reserve 106 865 29 448 52 502
Total equity 8 583 896 8 993 465 8 788 152
Liabilities
Non-current liabilities
Financial liabilities 1 000 000 - -
Current liabilities 894 490 199 563 177 614
Trade and other payables 236 212 166 688 173 536
Provisions 23 372 15 867 1 738
Amount due to group companies 10 17 008 2 340
Financial instruments 8 289 - -
Financial liabilities 626 607 - -
Total liabilities 1 894 490 199 563 177 614
Total equity and liabilities 10 478 386 9 193 028 8 965 766
STATEMENT OF COMPREHENSIVE INCOME
for the year ended December 2018
Restated
R'000 2018 2017
Property portfolio revenue 913 810 665 854
Rental and related income 915 069 692 835
Adjustment for the straight-lining of operating lease income (1 259) (26 981)
Property operating expenses (327 157) (236 709)
Change in expected credit loss on rental debtors 2 469 -
Net property income 589 122 429 145
Asset management fee income 63 753 66 274
Development fee income 162 -
Revenue 653 037 495 419
Other Income 4 049 5
Operating costs (76 126) (70 418)
Profit from operations excluding fair value adjustments 580 960 425 006
Interest expense (25 282) (19 938)
Interest received 12 462 138 144
Realised loss on sale of equity (2 085) (460)
Dividend income - 5 492
Profit before fair value adjustments 566 055 548 244
Net fair value adjustments 80 762 4 387
Fair value adjustments on investment properties 89 860 (24 662)
Fair value adjustment on derivatives (8 289) -
Fair value adjustment on equity instrument (2 068) 2 068
Adjustment for the straight-lining of operating lease income 1 259 26 981
-
Profit before taxation 646 817 552 631
Taxation (6 082) (14 654)
Total comprehensive income 640 735 537 977
Basic earnings per share (cents) 70.53 59.22
Fully diluted earnings per share (cents) 70.53 59.22
STATEMENT OF CHANGES IN EQUITY
for the year ended December 2018
Non-dis- Mergers/
tributable Retained capital
R'000 Capital reserve surplus reserve Total
Balance at 1 January 2017 - Restated 8 782 290 52 502 45 819 (92 459) 8 788 152
Total comprehensive income - - 537 724 - 537 724
Fair value adjustment on investment properties
transferred to non-distributable reserve - (24 662) 24 662 - -
Fair value adjustment on listed equity investment
transferred to non-distributable reserve - 2 068 (2 068) - -
Loss on sale of listed equity investment transferred to
non-distributable reserve - (460) 460 - -
Distribution to shareholders - - (316 597) - (316 597)
Distribution to Liberty Holdings Limited - - (15 814) - (15 814)
Balance at 1 January 2018 - Restated 8 782 290 29 448 274 186 (92 459) 8 993 465
Total comprehensive income 640 735 640 735
Capitalised transaction costs (1 801) - - - (1 801)
Capital reorganisation impact - - - (333 645) (333 645)
Fair value adjustment on investment properties
transferred to non-distributable reserve - 89 860 (89 860) - -
Realised loss on sale of listed equity investment
transferred to non-distributable reserve - (2 086) 2 086 - -
Fair value adjustment on derivatives - (8 289) 8 289 - -
Fair value adjustment on equity instrument - (2 068) 2 068 - -
Distribution to shareholders - - (695 232) - (695 232)
Distribution to Liberty Holdings Limited - - (19 626) - (19 626)
Balance at 31 December 2018 8 780 489 106 865 122 646 (426 104) 8 583 896
STATEMENT OF CASH FLOWS
for the period ended December 2018
Restated
R'000 2018 2017
Cash flows from operating activities (495 176) 166 030
Cash generated by operations 241 233 398 570
Interest received on financial investment 4 665 133 801
Bank interest received 7 797 1 200
Interest paid (2 586) (19 938)
Taxation paid (5 356) (15 192)
Distribution to shareholders (695 232) (316 597)
Distribution to Liberty Holdings Limited (45 697) (15 814)
Cash flows from investing activities (1 119 826) (167 820)
Expenditure on investment properties capitalised (185 805) (121 205)
Expenditure on investment properties under development (108) (43 765)
Acquisition of investment properties (1 196 457) (2 476 555)
Acquisition of investment properties under development (3 543) (36 350)
Acquisition of property plant and equipment (661) (623)
Investment in financial instruments - mutual funds (557 074) 2 641 304
Proceeds from disposal of financial instruments - mutual funds 672 196 21 000
Investment in financial instruments - equity instrument - (182 725)
Disposal of financial instruments- equity instrument 151 626 31 099
Cash flows from financing activities 1 603 739 95
Transaction costs reversal / (incurred) for issue of new shares - 95
Loan paid (105 913) -
Loans received 1 709 652 -
Net decrease in cash and cash equivalents (11 263) (1 695)
Cash balance at beginning of the year 22 633 24 328
Cash and cash equivalents at the end of the period 11 370 22 633
Segment information
December 2018
Other spe- Administra-
Unaudited GLA Retail Office cialised Hotels tion/ Other(1) Total
Total property GLA (m2) 523 135 331 326 113 405 - 967 866
L2D's share of total GLA (m2)(2) 174 208 110 334 37 987 - 322 529
Segment earnings 2018
Other spe- Administra-
R'000 Retail Office cialised Hotels tion/ Other(1) Total
Property portfolio revenue 477 922 302 690 104 214 28 641 343 913 810
Rental and related income 478 602 303 121 104 362 28 641 343 915 069
Adjustment for the straight-lining of
operating lease income (680) (431) (148) - - (1 259)
Property operating expenses (162 163) (102 706) (35 361) (24 967) (1 960) (327 157)
Change in expected credit loss on
rental debtors 1 334 845 290 2 469
Net property income 317 093 200 829 69 143 3 674 (1 617) 589 122
Asset management fee income 63 753 63 753
Development fee income 162 162
Revenue 317 093 200 829 69 143 3 674 62 298 653 037
Other income 4 049 4 049
Operating costs (76 126) (76 126)
Profit from operations excluding
fair value adjustments 317 093 200 829 69 143 3 674 (9 779) 580 960
Interest expense (25 282) (25 282)
Interest received 12 462 12 462
Realised loss on sale of equity (2 085) (2 085)
Profit before fair value adjustments 317 093 200 829 69 143 3 674 (24 684) 566 055
Net fair value adjustments on
investment properties 50 064 31 708 10 917 (1 570) - 91 119
Fair value adjustments 49 384 31 277 10 769 (1 570) - 89 860
Adjustment for the straight-lining of
operating lease income 680 431 148 - - 1 259
Fair value adjustment on derivatives - - - - (8 289) (8 289)
Fair value adjustment on equity
instrument - - - - (2 068) (2 068)
Total profit before tax 367 157 232 537 80 060 2 104 (35 041) 646 817
Taxation - (6 082) (6 082)
Total comprehensive income 367 157 232 537 80 060 2 104 (41 123) 640 735
(1) Administration and other includes administration expenses and investment income that cannot be allocated specifically to the operating segments.
(2) Segment earnings, assets and liabilities have been segmented per category GLA as a percentage of total GLA.
Segment assets and liabilities 2018
Administra-
Retail Office Other Hotels tion/Other(1) Total
R'000 R'000 specialised R'000 R'000 R'000
Investment property 5 290 029 3 350 424 1 153 531 350 393 - 10 144 377
Property, plant and equipment - - - - 745 745
Amount due from group companies - - - - 42 645 42 645
Trade receivables 105 017 66 512 22 900 55 672 27 862 277 963
Financial investment - - - - 600 600
Current tax receivable - - - - 686 686
Cash and cash equivalents - - - - 11 370 11 370
Total assets 5 395 046 3 416 936 1 176 431 406 065 83 908 10 478 386
Trade payables and other (80 725) (51 127) (17 603) (37 722) (49 035) (236 212)
Employee benefits - - - - (23 372) (23 372)
Amount due to group companies (10) (10)
Financial instruments - - - - (8 289) (8 289)
Financial liabilities - - - - (1 626 607) (1 626 607)
Net assets 5 314 321 3 365 809 1 158 828 368 343 (1 623 405) 8 583 896
(1) Administration assets and liabilities includes the current account with Liberty Group Limited, cash and cash equivalents, VAT payable and accruals.
(2) Segment earnings, assets and liabilities have been segmented per category GLA as a percentage of total GLA.
December 2017 Restated
Administra-
Unaudited GLA Retail Office Specialised tion/Other (1) Total
Total property GLA (m2) 500 973 332 290 38 280 871 543
L2D's share of total GLA (m2)(2) 155 325 103 026 11 869 270 220
Segment earnings 2017
Other Administra-
R'000 Retail Office specialised Hotels tion/Other (1) Total
Property portfolio revenue 382 210 253 515 29 205 - 924 665 854
Rental and related income 397 719 263 802 30 390 - 924 692 835
Adjustment for the straight-lining of
operating lease income (15 509) (10 287) (1 185) - - (26 981)
Property operating expenses (135 131) (89 631) (10 325) - (1 622) (236 709)
Change in expected credit loss on
rental debtors - - - - - -
Net property income 247 079 163 884 18 880 - (698) 429 145
Asset management fee income - - - - 66 274 66 274
Development fee income - - - - - -
Revenue 247 079 163 884 18 880 - 65 576 495 419
Other income - - - - 5 5
Operating costs - - - - (70 418) (70 418)
Profit from operations excluding
fair value adjustments 247 079 163 884 18 880 - (4 837) 425 006
Interest expense (19 938) (19 938)
Interest received 138 144 138 144
Dividend income 5 492 5 492
Realised loss on sale of equity (460) (460)
Profit before fair value adjustments 247 079 163 884 18 880 - 118 401 548 244
Net fair value adjustments on
investment properties 1 333 884 102 - - 2 319
Fair value adjustments (14 176) (9 403) (1 083) - - (24 662)
Adjustment for the straight-lining of
operating lease income 15 509 10 287 1 185 - - 26 981
Fair value adjustment on derivatives - - - - - -
Fair value adjustment on equity
instrument - - - - 2 068 2 068
Total profit before taxation 248 412 164 768 18 982 - 120 469 552 631
Taxation - (14 654) (14 654)
Total comprehensive income 248 412 164 768 18 982 - 105 815 537 977
(1) Administration and other includes administration expenses and investment income that cannot be allocated specifically to the operating segments.
(2) Segment earnings, assets and liabilities have been segmented per category GLA as a percentage of total GLA.
Segment assets and liabilities 2017
Other Administra-
Retail Office specialised Hotels tion/Other (1) Total
R'000 R'000 R'000 R'000 R'000 R'000
Investment property 5 005 868 3 320 339 382 505 - - 8 708 712
Property Plant and Equipment 1 303 1 303
Trade receivables 75 040 49 773 5 734 - 59 378 189 925
Financial investment 269 043 269 043
Current tax receivable 1 412 1 412
Cash and cash equivalents 22 633 22 633
Total assets 5 080 908 3 370 112 388 239 - 353 769 9 193 028
Trade payables and other (81 555) (54 094) (6 232) - (24 807) (166 688)
Provisions (15 867) (15 867)
Amount due from group companies (17 008) (17 008)
Net assets 4 999 353 3 316 018 382 007 - 296 087 8 993 465
(1) Segment earnings, assets and liabilities have been segmented per category GLA as a percentage of total GLA.
Headline earnings, distributable income and earnings per share
Group Group
R'000 2018 2017
Headline earnings, distributable income and earnings per share
Reconciliation of total earnings to headline earnings and distributable income
Total earnings (basic earnings) 640 735 537 977
Fair value adjustment to investment properties and financial investments (80 762) (4 387)
Loss on disposal of equity instruments 2 085 460
Capital reorganisation adjustment (18 252) (23 091)
Headline earnings 543 806 510 959
Straight-lining of operating lease income 1 259 26 981
Distributed income (Unaudited) 545 065 537 940
Cents Cents
Earnings per unit
Basic and diluted 70.53 59.22
Headline 59.86 56.29
Distributed income 60.00 59.22
Rand Rand
Net asset value per share 9.45 9.90
000's 000's
Number of shares in issue 908 443 908 443
Weighted average number of shares in issue 908 443 908 443
2018 2017
R'000 R'000
Reconciliation of distribution per share
As per
income Effect of reor-
statement ganisation Distributable Distributable
Rental and related income 915 069 - 915 069 692 835
Property operating expenses (327 157) - (327 157) (236 709)
Impairment losses on financial assets held at amortised cost 2 469 - 2 469 -
Asset management fee 63 753 - 63 753 -
Development fee 162 - 162 -
Other income 4 049 - 4 049 -
Operating costs (76 126) - (76 126) (38 741)
Net interest paid (12 820) - (12 820) 115 063
Interest paid (25 282) - (25 282) (19 938)
Interest received 12 462 - 12 462 135 001
Taxation (6 082) - (6 082) -
Dividend income - - - 5 492
Pre-acquisition adjustment - (18 252) (18 252) -
Total distribution 563 317 (18 252) 545 065 537 940
Less: Distribution to shareholder (payment 1) 266 265 272 533
Less: Distribution to shareholder (payment 2) 163 520 -
Available for distribution (payment 3) 115 280 265 407
Shares in issue ('000) 908 443 908 443
Dividend per share subsequent to year-end (cents) 12.69 29.22
Distribution for the year in cents
Dividend per share interim 29.31 30.00
Dvidend per share clean out 18.00 -
Dividend per share - final (subsequent to year-end) 12.69 29.22
Total distribution per share 60.00 59.22
Fair value hierarchy for financial instruments and investment property
IFRS 13 requires that an entity discloses for each class of assets and liabilities measured at fair value, the level in the fair value hierarchy into
which the fair value measurements are categorised in their entirety. The fair value hierarchy reflects the significance of the inputs used in
making fair value measurements.
The fair value hierarchy has the following levels:
- Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices);
- Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Fair value hierarchy for financial instruments and investment properties
Year ended 31 December 2018
Assets (R'000) Fair value Level 1 Level 2 Level 3
Investment properties 10 111 609 - - 10 111 609
Investment property under development 32 768 - - 32 768
Financial investments 600 - 600
10 144 977 - 600 10 144 377
Liabilities (R'000) Fair value Level 1 Level 2 Level 3
Interest rate swap 8 289 - 8 289 -
8 289 - 8 289 -
Year ended 31 December 2017 - Restated
Assets (R'000) Fair value Level 1 Level 2 Level 3
Investment properties 8 629 809 - - 8 629 809
Investment property under development 78 903 - - 78 903
Financial investments 269 043 - 269 043
8 977 755 - 269 043 8 708 712
Liabilities (R'000) Fair value Level 1 Level 2 Level 3
Interest rate swap (interest) - - - -
Rolling facility loan: Standard Bank L2D Group - - - -
Long-term loan - - - -
- - - -
The fair value of trade and other receivables, cash and cash equivalents, trade and other payables approximate their carrying value and are
not included in the hierarchy analysis as their settlement terms are short-term and therefore from a materiality perspective fair values are
not required to be modelled.
Details of changes in valuation techniques
There have been no significant changes in valuation techniques in the period under review.
Significant transfers between level 1, level 2 and level 3
There have been no transfers between level 1, level 2 and level 3 financial investments and investment property for the period under review.
Valuation techniques
Valuation techniques used in determining the fair values of assets in level 2 and 3
LEVEL INSTRUMENT VALUATION BASIS MAIN ASSUMPTIONS
1 Listed equity Listed price Price-not applicable
2 Mutual funds Quoted put (exit) price provided by the fund manager Price-not applicable
2 Derivative assets Quoted swap rates and inter-bank borrowing rates Price-not applicable
3 Investment properties Discounted cash flow Refer note 5 for detail regarding assumptions
3 Investment properties Fair value Not applicable
under development
Reconciliation of level 3 assets and liabilities
The table below analyses the movement of level 3 assets for the period under review
R'000 2018 2017
Investment property and investment property under development
Fair value at the beginning of the year 8 708 712 6 060 439
Additions - property acquired 1 200 000 2 512 905
Capitalised cost 145 805 160 030
Fair value adjustments (unrealised) 89 860 (24 662)
Closing balance at end of year 10 144 377 8 708 712
The fair value gains and losses are included in the fair value adjustments line in profit or loss.
Sensitivity analysis of level 3 assets
Investment property
Investment properties' fair values were derived by determining sustainable net rental income, to which an appropriate capitalisation rate is
applied. Capitalisation rates are adjusted for occupancy levels, age of the building, location and expected future benefit of recent alterations.
The capitalisation rates applied at 31 December 2018 range between 6,8% and 9,5%. This compares to the R186 government bond
yield of 8,89%. The non-observable adjustments included in the valuation can therefore be referenced to the variance to the 10-year
government rate.
The table below indicates the sensitivity of the aggregate market values for a 100bps (2017: 100bps) change in the capitalisation rate.
Change in capitalisation rate
100bps 100bps
2018 Rm increase decrease
Properties below 6,8% capitalisation rate 8 957 7 752 10 605
Properties between 6,8% - 8,5% capitalisation rate 499 444 570
Properties between 8,6% - 9,5% capitalisation rate 688 620 77
Total 10 144 8 816 11 252
Change in capitalisation rate
100bps 100bps
2017 Rm increase decrease
Properties below 6,8% capitalisation rate 6 980 6 035 8 275
Properties between 6,8% - 8,5% capitalisation rate 1 515 1 334 1 755
Properties between 8,6% - 10,5% capitalisation rate 214 196 237
Total 8 709 7 565 10 267
The table below indicates the sensitivity of the aggregate market values for a 50 bps (2017: 50 bps) change in the discount rate. (excludes
hotel buildings)
Change in discount rate
50bps 50bps
2018 Rm increase decrease
Total property portfolio 9 794 9 601 9 969
Change in discount rate
50bps 50bps
2017 Rm increase decrease
Total property portfolio 8 678 8 494 8 845
During December 2018 Edcon requested a commercial contribution from its landlords over a 24 month period
commencing 1 April 2019 in return for an equity subscription. The proposal further required contributions from its lender
group as well as a new equity subscription from an institutional investor. At year-end, and at the time of reporting, significant
uncertainty remains on whether the proposal will be accepted by all stakeholders as various conditions precedent have not been
met. Based on the proposal and subsequent information provided by Edcon, L2D management believe that the restructure proposed
is likely to be successful if all the conditions are met. At the time of approval of the financial statements the restructure had not been
finally agreed upon.
Management considered the information available to it at year-end and evaluated two scenarios to assess the potential impact hereof:
Management has considered and evaluated two scenarios proposed by Edcon:
Scenario 1
- Base case with 40.9% rental reduction and receipt of equity for rental forfeited.
- Impact on property valuation - estimated at R32.5 million decrease in portfolio valuation.
- Market value of equity received - to be determined.
- Impact on distribution - estimated at 1 to 1.5% decrease on forecasted distribution.
- L2D's is unlikely to accept this scenario.
Scenario 2
- Equity subscription in Edcon with rental remaining at the current level.
- Impact on property valuation - no impact on portfolio valuation if equity subscription and rental agreement are not linked.
- Valuation of equity received and impact on distribution - dependent on the equity instrument and related measurement
with potentially no impact on distributions.
Management is actively monitoring developments relating to Edcon and plans are in place to mitigate any potential adverse
impact. Management concluded that no adjustment should be made to the year-end valuations in line with the second scenario
which assumes that Edcon will remain a going concern.
Changes in accounting policies
IFRS 9 Financial Instruments
IFRS 15 Revenue from Contracts with Customers
IFRS 9 Financial Instruments
The group has applied IFRS 9 retrospectively, but has elected not to restate comparative information. As a result, the comparative
information provided continues to be accounted for in accordance with the group's previous accounting policy for financial
instruments (application of IAS 39).
As a result of adoption of IFRS 9, the group adopted certain consequential amendments to IAS 1 Presentation of Financial
Statements, which requires the disclosure of interest revenue on the effective interest rate method, as well as impairment losses
on financial assets held at amortised cost. In addition the group adopted the consequential amendments to IFRS 7 Financial
Instruments: Disclosures, which were applied in the 2018 financial year. Comparative disclosures have not been restated.
Accounting policies applied from 1 January 2018 in respect of financial instruments
Financial assets
IFRS 9 applies two criteria to determine how financial assets should be classified and measured, namely:
a. the entity's business model for managing the financial assets; and
b. the contractual cash flow characteristics of the financial asset.
Under IAS 39 Financial Instruments: Recognition and Measurement, the group designated the significant majority of financial assets
at fair value through profit or loss. The group has applied IFRS 9's classification and measurement requirements based on the facts
and circumstances of the various business models at the date of adoption of IFRS 9 in determining the transition adjustment.
- IFRS 9 requires for financial assets to be measured at fair value through profit or loss, if they are not held within either a business
model whose objective is to hold assets to collect contractual cash flows or within a business model whose objective is
achieved by both collecting contractual cash flows and selling financial assets. Liberty Two Degrees Limited, thus measures all
financial assets at fair value through profit or loss (default).
- Investment in mutual funds do not meet the criteria for amortised cost as they are not held within a business model
to collect contractual cashflows that are solely payments of principal and interest. These instruments are classified at fair
value through profit and loss.
Financial liabilities
Financial liabilities classification and measurement under IFRS 9 has not changed significantly from IAS 39. Financial liabilities are either
held at fair value (either required or designated) or at amortised cost. A summary of changes from those adopted under IAS 39 are:
- The classification and measurement of subcomponents of "Other payables" are classified at amortised cost under IFRS 9,
rather than as previously designated at fair value through profit or loss under IAS 39.
- Intercompany funding loans, previously designated at fair value through profit or loss under IAS 39, will be measured at
amortised cost, as they are deemed to have a contractual cash flow, being the repayment of principal.
IFRS 15 Revenue from Customers with Contracts
IFRS 15 established a comprehensive framework for determining and reporting the nature, amount, timing and uncertainty of
revenue and cash flows arising from an entity's contracts with customers. It replaces all existing revenue standards and their
related interpretations in IFRS and applies to all contracts with customers except for contracts that are within the scope of other
standards on leases, insurance contracts and financial instruments and therefore does not impact the majority of the group's revenue.
The standard outlines the principles thats must be applied to measure and recognise revenue with the core principle being
that revenue should be recognised at an amount that reflects the consideration to which an entity expects to be entitled in
exchange for fulfilling its performance obligations to a customer. The principles in IFRS 15 must be applied using the following
5 step model:
(i) Identify the contract(s) with a customer
(ii) Identify the performance obligations in the contract
(iii) Determine the transaction price
(iv) Allocate the transaction price to the performance obligations in the contract
(v) Recognise revenue when or as the entity satisfies its performance obligations
Furthermore, the transaction price is determined by including an assessment of any variable consideration where the entity's
performance may result in additional revenues based on the achievement of agreed KPIs. Such amounts are only included
based on the expected value or the most likely outcome method, and only to the extent that it is highly probable that no revenue
reversal will occur.
The group has adopted IFRS 15 using the cumulative effect method (without practical expedients), with the effect of initially
applying this standard recognised at the date of initial application (ie 1 January 2018). Accordingly, the information presented
for 2017 has not been restated. Additionally, the disclosure requirements in IFRS 15 have not generally been applied to
comparative information. Apart from providing more qualitative disclosures on the group's revenue transactions, the application of
IFRS 15 has not had a significant impact on the financial position and/or financial performance of the group. As at the date of
initial application, no adjustments were required to the group's performance or financial position.
Revenue streams within the scope of IFRS 15 include:
Revenue type Description
Fee revenue There has been no material impact on the recognition of the asset management fee and development
fee as this is recognised over time, similar to how rendering of services was recognised under IAS 18.
Municipal recoveries There has been no material impact on the recognition of municipal services as this is recognised over
time, similar to how rendering of services was recognised under IAS 18.
Capital reorganisation
The comparative information has been restated as a result of the capital reorganisation and the entity reports as if it had always
existed in its current form.
All equity elements have been restated to include the manager and the impact of the conversion to a corporate REIT from the
earliest period presented. Since no cash was paid in 2016 for the transactions, a difference arises between the net assets acquired
and the combined equity post the restructure. The difference of R92 million is taken to the mergers/capital reserve in equity since
no goodwill is recognised.
In 2018 cash of R307 million was paid for the purchase of the manager. However since the capital reorganisation accounting
occurred in the earliest period presented, the difference has been recognised in the mergers/capital reserve in equity.
Furthermore, the manager declared a distribution of R26 million to Liberty Holdings Limited which was adjusted in 2018 under
the mergers/capital reserve in equity since the intial equity of the manager was accounted for in this reserve.
The mergers capital reserve account as at 31 December 2016 was calculated as follows:
Stanlib REIT Total Equity
Fund Man- per State-
agers (RF) Capital reor- ment of
OLD L2D Proprietary ganisation Financial
CISIP Limited Total reserve Position
Share capital 8 663 855 25 976 8 689 831 92 459 8 782 290
Non-distributable reserve 52 502 - 52 502 - 52 502
Retained Earnings 44 063 1 756 45 819 - 45 819
Equity 8 760 420 27 732 8 788 152 92 459 8 880 611
Net assets and liabilities as at 31 December 2016 8 788 152
Mergers/Capital reserve as at 31 December 2016 (92 459)
Related party disclosure
List of related parties as defined
Ultimate parent
Standard Bank Group Limited.
Parent
Liberty Group Limited (LGL).
Fellow subsidiaries
All subsidiaries of LGL are fellow subsidiaries of L2D Group - a full list can be obtained from the company secretary and details are
contained in the published annual financial statements of LGL. Notably, STANLIB REIT Fund Managers (RF) Proprietary Limited
and 2 Degrees Properties Proprietary Limited (2DP), are all wholly-owned subsidiaries of L2D.
Transactions with related entities
Transactions with L2D CSIP
Liberty Two Degrees Scheme (Old L2D) sold of all of its business assets and liabilities (other than the liability in relation to the final
distribution and assets necessary to settle the final distribution) to 2DP, being a wholly-owned subsidiary of L2D.
Transactions with LGL
Acquisition of properties
LGL sold to L2D Group Limited further undivided shares in the LPP properties (and letting businesses carried on thereon) that it
co-owns to the value of R1,2 billion.
Liberty Centre Head Office Cape Town
83.1% of the property is let to LGL, a fellow subsidiary of L2D Group. Rental income received by L2D Group for the year ended
31 December 2018 was R11,7 million (2017: R11,6 million).
Liberty Centre Head Office Umhlanga Ridge
Approximately 76.1% of the property is let to LGL on a five-year lease.
Rental income received by L2D Group for the year ended 31 December 2019 was R9,3 million (2017: R6,0 million).
Eastgate Office Tower
LGL took occupation of 2 790m2 office space in the Eastgate Office Tower during the year.
Rental income received by L2D Group Limited for the year ended 31 December 2018 was R1,4 million.
STANLIB Property Development Proprietary Limited
Development fees amounting to R3,8 million was earned during 2018.
R3,1 million of the income earned was paid to STANLIB Property Development Proprietary Limited in 2018, and capitalised to the
relevant development projects.
Mrs A Beattie was a director of STANLIB Property Development Proprietary Limited, but resigned effective 1 November 2018.
Loan with LGL
As at 31 December 2018, R38,3 million is owed by LGL (2017: R54,5 million).
This amount is the L2D Group proportional share of monies held to meet obligations created by outstanding shopping centre
gift cards and tenant deposits. A money market interest rate is earned on the amount outstanding and a portion of the interest
earned is allocated to shopping centre merchants' associations for centre marketing.
Transactions with other related entities
Operating lease payments
STANLIB Wealth Management Limited (STANLIB), as a lessee, paid an amount of R4,3 million (2017: R3,9 million) as an operating lease
expense for rental of its premises in the Melrose Arch precinct in Johannesburg. 2DP sub-leases a portion of these offices
from STANLIB.
JHI Retail Property Proprietary Limited ("JHI")
The property management function in respect of L2D Group is undertaken predominantly by JHI. JHI manages the Sandton City
Complex, the Eastgate Complex, Liberty Promenade Shopping Centre, Liberty Midlands Mall, Nelson Mandela Square, Liberty
Centre Head Office (Umhlanga), John Ross Eco-Junction, the Standard Bank Centre and Botshabelo Mall.
Amdec continues to manage the Melrose Arch precinct. Amdec is not a related party of the L2D Group.
JHI is 51% owned by JHI Properties Proprietary Limited and 49% by LHL. It is accounted for as a joint venture of the group.
Mrs A Beattie was a director of both JHI (but resigned effective 12 July 2018) and the Manager (STANLIB REIT Fund Managers (RF)
Proprietary Limited) during the period. Property management service net fees paid by L2D Group to JHI Retail for the year ended
31 December 2018 amounted to R24,9 million (2017: R18,3 million).
Loan with STANLIB Asset Management Limited
As at 31 December 2018, R10,158 is owed to STANLIB Asset Management Limited (2017: R201,064).
Loan with Standard Bank South Africa Limited
As at 31 December 2018, R861 million (2017: nil) is owed to Standard Bank South Africa Limited in relation to term loans.
CORPORATE INFORMATION
Date of registration: 10 July 2018 Contact information
Telephone: +27 11 448 5500
Liberty Two Degrees Limited Email: info@liberty2degrees.co.za
JSE code: L2D www.liberty2degrees.co.za
ISIN: ZAE000260576 (PO Box 202, Melrose Arch, Johannesburg, 2076)
(Approved as a REIT by the JSE)
(Liberty Two Degrees or L2D) Auditors
PricewaterhouseCoopers Inc.
Company secretary Waterfall City
Jill Parratt 4 Lisbon Lane
Liberty Life Centre Jukskei View
1 Ameshoff Street Midrand
Braamfontein 2090
Johannesburg, 2001 (Private Bag X36, Sunninghill, 2157)
(PO Box 10499, Johannesburg, 2000)
Sponsor
Registered office The Standard Bank of South Africa Limited
17 Melrose Boulevard (Registration number 1962/000738/06)
Melrose Arch 30 Baker Street
Johannesburg Rosebank, 2196
Gauteng (PO Box 61344, Marshalltown, 2017)
2196 Tel: 011 721 6125
www.liberty2degrees.co.za
Johannesburg
25 February 2019
Date: 25/02/2019 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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