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Condensed unaudited consolidated interim financial statements for the three and six months ended 31 March 2019
Lighthouse Capital Limited
(formerly Greenbay Properties Ltd)
Registration number: C124756 C1/GBL
Incorporated in the Republic of Mauritius on 14 August 2014
SEM share code: GFP.N0000
ISIN: MU0461N00015
JSE share code: LTE
www.lighthousecapital.mu
Condensed unaudited consolidated interim financial statements
for the three and six months ended 31 March 2019
Directors' commentary
Nature of the business
Lighthouse Capital Limited ("Lighthouse" or "the company" or "the group",
formerly known as Greenbay Properties Ltd) is a global business licence
company registered in Mauritius. The company has primary listings on both the
Official Market of the Stock Exchange of Mauritius Ltd ("SEM") and the Main
Board of the Johannesburg Stock Exchange Limited ("JSE"). The group invests
globally in direct property, and in listed real estate and infrastructure
securities.
Distributable earnings and commentary on results
Lighthouse achieved 1,8310 EUR cents of distributable earnings per share for
the first half of the 2019 financial year. The board's distribution policy
allows for the retention of distributable earnings. The board has declared
a distribution of 1,5000 EUR cents per share for the six months ended
March 2019.
During this reporting period, Lighthouse returned EUR 600 million of capital to
shareholders through two payments of EUR 300 million each. After adjusting for
the returns of capital, Lighthouse increased its net asset value per share from
49,93 EUR cents at March 2018 to 55,59 EUR cents at March 2019, an increase
of 11,3%.
The group has continued to engage with the JSE and has applied to FTSE Russell
for a subsector reclassification from Equity Investments Instruments to the Real
Estate Holding and Development subsector. Post the returns of capital payments,
the vast majority of the group's revenue is generated from its direct property
investments. Shareholders will be updated in this regard as soon as a response
to the application has been received.
At March 2019, the group's gearing was 28,0%, which remains below the board's
limit of 45%.
FSC investigation
On 4 March 2019, the company received notification from the Financial Sector
Conduct Authority ("FSCA") that the investigation into one of the allegations
of possible price manipulation (section 80 of the Financial Markets Act, 19
of 2012) had been closed and that the remaining investigations were ongoing.
The group has cooperated fully with the FSCA to close outstanding investigations
and has no reason to believe that its remaining investigations involve the
group. No further correspondence has been received from the FSCA.
Changes to the board
Justin Muller has been appointed to the board in the capacity of chief
investment officer effective 13 May 2019, and has relocated to the Amsterdam
office in The Netherlands.
Investment portfolio
At March 2019, Lighthouse's sectoral composition was as follows:
Sectoral profile based on fair value of assets
80,6% Direct property
16,9% Listed real estate
2,5% Listed infrastructure
Sectoral profile based on revenue
75,8% Direct property
16,7% Listed real estate
7,5% Listed infrastructure
The top five investments by fair value at March 2019 are set out below:
Schedule of top five overall investments - 31 March 2019
Valuation as at
31 March 2019
Primary sector Jurisdiction EUR
Forum Coimbra Direct property Europe 194 754 000
Planet Koper Direct property Europe 59 855 784
Unibail-Rodamco-Westfield Listed real estate Europe 50 491 370
Forum Viseu Direct property Europe 40 191 000
Klepierre SA Listed real estate Europe 11 224 800
356 516 954
Direct investments
In January 2019, the group commenced the redevelopment and reconfiguration of
approximately 7 760m2 of GLA at Planet Koper. Letting has been very successful
and new shops include Mladinska, Office Shoes, Superdry, Sportina, Europa 92,
Ciciban, Optika Clarus, Puccini, Lars&Sven, Superbabi, Teta Frida, Subway,
Polleo Sport, Simple, Rayher, Champion, SportVision, and LPP will introduce
Mohito, Sinsay, Cropp and House for the first time in Slovenia.
The mall will feature a new racetrack layout on the ground and first floors as
well as a food court which will complement the existing cinemas and enhance the
entertainment offering. The remaining 470m2 of available space is under
negotiation. The project is expected to be completed with all tenants trading by
October 2019.
Forum Coimbra continues to trade well and remains fully let. The group is planning
a general refurbishment of the mall and food court in the 2020 financial year.
The board is aware that Forum Coimbra constitutes 46,2% of the group's total
assets.
At Forum Viseu, footfalls have increased by 11% year-on-year for the first
quarter of 2019. This is largely due to the introduction of Fitness Hut, a
leading gym operator in Portugal.
Listed investments
The listed securities portfolio exposure decreased to EUR 71,1 million from
EUR 679,3 million at September 2018 to fund the return of capital. A number
of direct investment opportunities are currently being evaluated. The group
intends to sell its remaining listed holdings (mainly Unibail-Rodamco-Westfield
and Klepierre SA to fund these opportunities.
Facilities, hedges and derivatives
All interest rate exposure related to long-term direct property loans is hedged
with a remaining weighted average hedge term of 6,1 years. The weighted average
cost of debt is 2,11%.
Summary of financial performance
Net asset
value per
share -
adjusted
Net asset for
Distribution value per returns of
per share@ Shares share# capital^ Gearing*
EUR cents in issue# EUR cents EUR cents
December 2017 - 474 405 326 193,55 67,08 28,7
March 2018 5,7700 474 405 326 176,40 49,93 31,3
June 2018 - 474 305 326 188,20 61,73 35,1
September 2018 5,1920 455 969 410 129,93 66,70 8,3
December 2018 - 455 969 410 53,65 53,65 28,6
March 2019 1,5000 457 790 136 55,59 55,59 28,0
@ Excluding the returns of capital on 8 October 2018 and 10 December 2018
respectively.
# The shares in issue and net asset value per share have been restated for
the company's share consolidation on a 1 for 20 basis. Shares in issue are
net of treasury shares.
^ The net asset value per share has been adjusted for ease of comparison, to
retrospectively reflect the impact of the reduction in net assets as a result
of the returns of capital on 8 October 2018 and 10 December 2018. The net asset
value per share has been adjusted for the impact of the share consolidation
on a 1 for 20 basis.
* The gearing is calculated by dividing total interest-bearing borrowings
adjusted for cash on hand and equity swap derivative margin, by the total of
investments in property, listed securities and loans advanced. The December 2018
gearing has been adjusted for the impact of the distribution paid on
7 January 2019.
Outlook
The forecast distribution per share for the 2019 financial year is expected
to be approximately 3,0 EUR cents per share, which is within the previous
guidance of between 2,5 to 3,5 EUR cents per share.
The distribution is based on the following assumptions:
- That a stable global macro-economic environment will prevail;
- That there will be no failures of material tenants in the direct property
portfolio;
- That there will be no failures of material listed securities or investment
counterparties;
- That the group retains gearing below 45%;
- That there will be no significant adverse changes to effective tax rates; and
- That the allocation of the listed investments does not change substantially
due to physical opportunities arising.
This forecast statement and the forecasts underlying such statement are the
responsibility of the board and have not been reviewed or reported on by the
group's external auditor.
By order of the board
Intercontinental Trust Ltd
Company secretary
Mauritius - 14 May 2019
Consolidated statement of financial position
as at 31 March 2019
Unaudited Audited Restated
Mar 2019 Sep 2018 Mar 2018
Notes EUR EUR EUR
Assets
Non-current assets 374 558 973 689 218 977 681 379 133
Investment property 294 800 784 292 693 712 57 700 714
Investments 2.1 40 142 155 312 464 289 492 391 144
Investment in and loans to
joint venture - - 62 185 294
Financial and other assets 2.1 15 335 902 59 840 844 69 101 981
Goodwill 24 280 132 24 220 132 -
Current assets 46 769 218 379 671 672 211 888 254
Investments 8 768 400 10 299 132 -
Financial and other assets - 732 786 1 464 442
Trade and other receivables 6 110 315 13 029 436 24 015 399
Cash and cash equivalents 2.1 31 890 503 355 610 318 186 408 413
Total assets 421 328 191 1 068 890 649 893 267 387
Equity and liabilities
Total equity attributable to
equity holders 254 481 713 592 449 886 837 056 698
Stated capital 2.1 145 759 775 600 703 936 1 000 703 936
Treasury shares 2.2 - (17 378 683) -
Non-distributable reserve 47 295 524 (44 817 643) (212 943 672)
Foreign currency
translation reserve (1 834 280) (1 393 006) 243 172
Retained earnings 63 260 694 55 335 282 49 053 262
Total liabilities 166 846 478 476 440 763 56 210 689
Non-current liabilities 157 592 821 157 043 253 24 448 061
Interest-bearing borrowings 125 059 024 124 878 211 24 048 026
Deferred tax 32 124 410 31 630 017 396 470
Financial liabilities 409 387 535 025 3 565
Current liabilities 9 253 657 319 397 510 31 762 628
Interest-bearing borrowings 754 893 1 443 902 1 374 996
Financial liabilities 777 741 591 000 212 125
Trade and other payables 2.1 7 096 382 316 389 373 28 911 638
Income tax payable 624 641 973 235 1 263 869
Total equity and liabilities 421 328 191 1 068 890 649 893 267 387
Total number of shares in issue 457 790 136 474 405 295 474 405 295
Net asset value per
share (EUR cents) 55,59 124,88 176,44
Consolidated Statements of profit or loss and other comprehensive income
for the three and six months ended 31 March 2019
Unaudited Restated Unaudited Restated
for the for the for the for the
six six three three
months months months months
ended ended ended ended
Mar 2019 Mar 2018 Mar 2019 Mar 2018
Notes EUR EUR EUR EUR
Property rental
and related revenue 2.3 12 534 606 2 959 491 6 120 806 1 430 634
Investment revenue 2.1 1 620 971 8 383 404 969 400 6 345 354
Finance income 941 627 264 678 288 470 48 628
Total revenue 15 097 204 11 607 573 7 378 676 7 824 616
Fair value
(loss)/gain
on investment
property,
investments and
derivatives (18 299 962) (71 595 909) 7 426 629 (89 777 925)
Fair value
(loss)/gain on
investments 2.4 (15 367 886) (76 210 504) 8 109 908 (92 986 354)
Fair value
(loss)/gain on
investment property (207 130) 2 221 317 (1 657) 2 222 456
Fair value (loss)/gain
on currency, interest
rate and other
derivatives 2.4 (2 761 296) 3 103 985 (717 972) 1 696 680
Impairment of Share
Incentive loans 36 350 (710 707) 36 350 (710 707)
Property operating
expenses 2.3 (3 611 758) (1 346 224) (1 565 390) (801 081)
Administrative and
other expenses (1 781 776) (1 441 978) (1 042 221) (862 656)
Foreign exchange
(loss)/gain (13 535 733) 2 137 318 (476 385) 2 129 982
Share of profit
from joint venture 2.3 - 2 252 730 - 1 208 460
Operating
(loss)/profit (22 132 025) (58 386 490) 11 721 309 (80 278 604)
Finance costs 2.1, 2.3 (2 064 678) (828 663) (838 089) (351 897)
Other income 94 273 - 47 856 -
(Loss)/profit
before tax (24 102 430) (59 215 153) 10 931 076 (80 630 501)
Income tax expense 2.3 (1 254 838) (843 939) (739 479) (539 121)
(Loss)/profit for
the period
attributable to
equity holders
of the company (25 357 268) (60 059 092) 10 191 597 (81 169 622)
Other comprehensive
income net of tax:
Items that may
subsequently be
reclassified to
profit or loss:
Exchange differences
on translation of
foreign operations (441 274) 987 (332 190) 972
(441 274) 987 (332 190) 972
Total comprehensive
(loss)/income for
the period
attributable to
equity holders of
the company (25 798 542) (60 058 105) 9 859 407 (81 168 650)
Basic and diluted
(loss)/earnings per
share (EUR cents) (5,55) (12,76) 2,23 (17,11)
Consolidated statement of changes in equity
for the six months ended 31 March 2019
Non-
distri-
Stated Treasury butable
capital shares reserve
EUR EUR EUR
Restated balance at
30 September 2017 975 367 686 - (130 177 845)
Previously reported balance
at 30 September 2017 892 382 767 - (36 075 289)
Financial liability derivatives
from bookbuilds 94 013 684 (94 013 684)
Foreign currency translation
reserve adjustment on change
in functional currency (11 028 765)
Change in functional currency (88 872)
Issue of shares - 36 414 535
shares on 14 December 2017 5 675 326
Distribution paid - final 2017 19 660 924
- scrip issue - 129 515 466 shares
on 20 December 2017 19 660 924
- cash
Total comprehensive income:
- Loss for the period
- Exchange differences on
translation of foreign operations
Transfer to non-distributable
reserve (82 765 827)
Restated balance at 31 March 2018 1 000 703 936 - (212 943 672)
Previously reported balance
at 31 March 2018 917 719 017 - (118 841 116)
Financial liability derivatives
from bookbuilds 94 013 684 (94 013 684)
Foreign currency translation
reserve adjustment on change
in functional currency (11 028 765)
Change in functional currency (88 872)
Share repurchase
- 332 303 187 shares (26 778 785)
Distribution paid
- interim 2018: cash
Consolidation of The Greenbay
Share Trust (2 258 199)
Total comprehensive income:
- Profit for the period
- Exchange differences on
translation of foreign operations
Transfer to non-distributable
reserve 68 126 029
Transfer of stated capital to
non-distributable reserve (400 000 000) 400 000 000
Return of capital distribution 11 658 301 (300 000 000)
Restated balance at
30 September 2018 600 703 936 (17 378 683) (44 817 643)
Previously reported balance
at 30 September 2018 600 703 936 (17 378 683) (44 817 643)
IFRS 16 - implementation adjustment
IFRS 9 - implementation adjustment
Consolidation of The Greenbay
Share Trust (44 547)
Total comprehensive income:
- Loss for the period
- Exchange differences on
translation of foreign operations
Transfer to non-distributable
reserve (33 256 314)
Transfer of stated capital to
non-distributable reserve (450 000 000) 450 000 000
Return of capital distribution 11 658 301 (299 999 390)
Cancellation of treasury shares (4 944 161) 4 944 161
Distribution paid - final 2018:
cash (paid 7 January 2019) 820 768 (24 631 129)
Closing balance at 31 March 2019 145 759 775 - 47 295 524
Foreign
currency
translation Retained Total
reserve earnings equity
EUR EUR EUR
Restated balance at
30 September 2017 242 185 48 346 864 893 778 890
Previously reported balance
at 30 September 2017 (11 028 779) 48 500 191 893 778 890
Financial liability derivatives
from bookbuilds -
Foreign currency translation
reserve adjustment on change in
functional currency 11 028 765 -
Change in functional currency 242 199 (153 327) -
Issue of shares - 36 414 535
shares on 14 December 2017 5 675 326
Distribution paid - final 2017 (22 000 337) (2 339 413)
- scrip issue - 129 515 466
shares on 20 December 2017 (19 660 924) -
- cash (2 339 413) (2 339 413)
Total comprehensive income:
- Loss for the period (60 059 092) (60 059 092)
- Exchange differences on
translation of foreign operations 987 987
Transfer to non-distributable
reserve 82 765 827 -
Restated balance at 31 March 2018 243 172 49 053 262 837 056 698
Previously reported balance
at 31 March 2018 (11 027 792) 49 206 589 837 056 698
Financial liability derivatives
from bookbuilds -
Foreign currency translation
reserve adjustment on change
in functional currency 11 028 765 -
- Change in functional currency 242 199 (153 327) -
Share repurchase
- 332 303 187 shares (26 778 785)
Distribution paid
- interim 2018: cash (27 268 131) (27 268 131)
Consolidation of The Greenbay
Share Trust (2 258 199)
Total comprehensive income:
- Profit for the period 101 676 180 101 676 180
- Exchange differences on
translation of foreign operations (1 636 178) (1 636 178)
Transfer to non-distributable
reserve (68 126 029) -
Transfer of stated capital to
non-distributable reserve -
Return of capital distribution - (288 341 699)
Restated balance
at 30 September 2018 (1 393 006) 55 361 648 592 476 252
Previously reported balance
at 30 September 2018 (1 393 006) 55 335 282 592 449 886
IFRS 16 - implementation
adjustment (9 021) (9 021)
IFRS 9 - implementation
adjustment 35 387 35 387
Consolidation of The Greenbay
Share Trust (44 547)
Total comprehensive income:
- Loss for the period (25 357 268) (25 357 268)
- Exchange differences on
translation of foreign operations (441 274) (441 274)
Transfer to non-distributable
reserve 33 256 314 -
Transfer of stated capital to
non-distributable reserve -
Return of capital distribution (288 341 089)
Cancellation of treasury shares -
Distribution paid
- final 2018: cash
(paid 7 January 2019) (23 810 361)
Closing balance at 31 March 2019 (1 834 280) 63 260 694 254 481 713
Consolidated statements of cash flows
for the six months ended 31 March 2019
Unaudited Restated
for the six for the six
months ended months ended
Mar 2019 Mar 2018
EUR EUR
Operating activities
Cash (utilised in)/generated from
operations (311 782 249) 6 033 196
Finance income received 941 627 284 582
Finance costs paid (2 064 678) (6 509 078)
Income tax paid (1 109 038) (342 066)
Distributions paid (23 810 361) (2 339 413)
Cash outflow from operating activities (337 824 699) (2 872 779)
Investing activities
Additions to investment property (2 314 202) -
Proceeds on sale of investment property - 16 163 911
Investment in listed security investments (25 527 792) (500 770 613)
Disposal of listed security investments 291 935 205 143 798 471
Payments on interest rate derivatives - (2 462 000)
Increase in loans to joint venture - (1 135 464)
Proceeds from equity derivative cash margin 42 239 618 125 512 022
Share Incentive loans advanced - (4 805 155)
Cash inflow/(outflow) from investing
activities 306 332 829 (223 698 828)
Financing activities
Return of capital (288 341 089) -
Proceeds from issuance of shares - 5 675 326
Repayment of interest-bearing borrowings (508 196) -
Cash (outflow)/inflow from financing
activities (288 849 285) 5 675 326
Decrease in cash and cash equivalents (320 341 155) (220 896 281)
Effect of exchange rate changes
on cash held (3 378 660) 716 308
Cash and cash equivalents at
beginning of the period 355 610 318 406 588 386
Cash and cash equivalents at
end of the period 31 890 503 186 408 413
Notes
1. Preparation and accounting policies
The condensed unaudited consolidated interim financial statements for the three
and six months ended 31 March 2019 ("interim financial statements") have been
prepared in accordance with the measurement and recognition requirements of
International Financial Reporting Standards ("IFRS"), the requirements of
IAS 34: Interim Financial Reporting, the JSE Listings Requirements, the SEM
Listing Rules and the Securities Act of Mauritius 2005.
The accounting policies applied in the preparation of the interim financial
statements are in terms of IFRS and are consistent with the accounting policies
applied in the preparation of the previous consolidated financial statements
unless otherwise stated, with the exception of the adoption of new and revised
standards which became effective during the year. The comparative figures as of
31 March 2018 were restated consistent with the restatements disclosed in the
company's integrated report for the year ended 30 September 2018 (i.e.
restatement note 28 on page 124 of the integrated report).
IFRS 9: Financial Instruments replaces the provisions of IAS 39 that relate to
recognition and derecognition of financial instruments and classification and
measurement of financial assets and financial liabilities. IFRS 9 introduces
a new forward-looking impairment model for financial assets. IFRS 9 also
introduces a single impairment model applicable for debt instruments at
amortised cost and fair value through other comprehensive income and removes
the need for a triggering event for recognition of impairment losses to be
necessary. The new impairment model under IFRS 9 requires the recognition
of allowances for doubtful debts based on expected credit losses, rather
than incurred credit losses as under IAS 39. The standard further introduces
a simplified and a general approach for calculating impairment on trade
receivables. The group has adopted IFRS 9 with the date of transition on
1 October 2018. There have been no material changes in accounting policies
for recognition, classification and measurement of financial assets and
liabilities and impairment of financial assets. The impact of adoption
was not material.
The group has early adopted IFRS 16: Leases with effect from 1 October 2018.
The impact of adoption was not material.
The group's investment property is valued externally by an independent valuer
for year-end reporting. In terms of IAS 40: Investment Property and IFRS 7:
Financial Instruments: Disclosure, investment property is valued at fair
value and is categorised as a level 3 investment, as one or more of the
significant inputs is not based on observable market data.
In terms of IFRS 7: Financial Instruments: Disclosure, IFRS 9: Financial
Instruments, and IFRS 13: Fair Value Measurement, the group's currency,
interest rate and equity derivatives are measured at fair value through
profit or loss. The currency and interest rate derivatives are categorised
as level 2 investments, while the equity derivatives are categorised as
level 1 investments. In terms of IFRS 13, investments are measured at fair
value, based on directly observable quoted closing prices at the reporting
date and are therefore categorised as level 1 investments.
The company is required to publish interim financial statements for the three
and six months ended 31 March 2019 in terms of SEM Listing Rule 12.19. This
report was compiled under the supervision of Kobus van Biljon CA(SA), the
chief financial officer.
These interim financial statements were approved by the board of Lighthouse
on 13 May 2019. These interim financial statements have not been audited,
reviewed or reported on by the company's external auditor.
The board accepts full responsibility for the accuracy of the information
contained in these interim financial statements.
This communique is issued pursuant to SEM Listing Rule 12.19 and section 88
of the Securities Act of Mauritius 2005. The board accepts full
responsibility for the accuracy of the information contained in these
interim financial statements. The directors are not aware of any matters
or circumstances arising subsequent to 31 March 2019 that require any additional
disclosure or adjustment to the interim financial statements.
Copies of the interim financial statements and the statement of direct and
indirect interests of each officer of the company, pursuant to rule 8(2)(m) of
the Securities (Disclosure Obligations of Reporting Issuers) Rules 2007, are
available free of charge, upon request at Lighthouse?s registered office address.
Contact person: Jan Wandrag
2. Discussion of variances
The directors note the following significant variances as of and for the
periods ended 31 March 2019:
2.1 The company paid returns of share capital of EUR 300 million on
8 October 2018 and EUR 300 million on 10 December 2018 (jointly the
"Returns of Capital"), respectively. These Returns of Capital were primarily
funded by liquidating the listed investment portfolio and utilisation of
internal cash resources.
2.2 16 615 159 (post share consolidation) ordinary shares were repurchased
during the period 4 June 2018 to 30 September 2018 as part of the share
repurchase programme implemented by the company. On 11 January 2019, the
board of directors of the company resolved that the repurchased shares be
cancelled and be delisted from the SEM and the JSE. Following applications
lodged with the SEM and the JSE, on 25 January 2019, 315 325 ordinary shares
and 16 299 834 ordinary shares were cancelled from the Mauritian and South
African share registers, respectively. The updated number of issued shares
post the delisting and cancellation of shares was 457 790 136 ordinary
shares in issue.
2.3 Effective from 2 August 2018, the group became the sole shareholder
of LocaViseu and commenced with full consolidation of its results of
operations as of that date, previously accounted for using the equity
method.
2.4 IFRS 13 fair value movements for the periods ended 31 March 2019.
3. Financial instruments
The following table below analyses financial instruments and investment
property carried at fair value, by valuation method. It does not include
fair value information for financial assets and financial liabilities not
measured at fair value if the carrying amount is a reasonable approximation
of fair value.
The table includes only those assets and liabilities that are measured at
fair value on a recurring basis. The different levels have been defined as:
Level 1: quoted prices (unadjusted) in active markets for identical assets
and liabilities.
Level 2: inputs other than quoted prices included in 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 assets or liabilities that are not based on
observable market data (unobservable inputs).
There were no transfers between levels 1, 2 and 3 during the period. The
valuation methods applied are consistent with those applied in preparing the
previous consolidated financial statements. Quarterly discussions of valuation
processes and results are held between the chief financial officer and
management where any changes in level 2 and 3 fair values are analysed for
period-end reporting.
The revaluation of investment property requires judgement in the determination
of future cash flows from leases and an appropriate capitalisation rate. The
most recent independent external valuation of investment property at
30 September 2018, applied capitalisation rates ranging from 5,50% to 7,25%
to the respective properties. Changes in the capitalisation rate attributable
to changes in market conditions can have a significant impact on property
valuations. A 25 basis points increase in the capitalisation rate will
decrease the value of the investments property by EUR 11,786 million. A
25 basis points decrease in the capitalisation rate will increase the
value of the investments property by EUR 12,835 million.
Level 1 Level 2 Level 3
Fair value hierarchy EUR EUR EUR
March 2019
Assets
Investment property 294 800 784
Investments 48 910 555
Interest rate derivatives 1 428 090
48 910 555 1 428 090 294 800 784
Liabilities
Currency derivatives payable 704 939
- 704 939 -
March 2018
Assets
Investment property 57 700 714
Investments 492 391 144
Interest rate derivatives 2 966 641
Currency derivatives 3 412 669
492 391 144 6 379 310 57 700 714
Liabilities
Interest rate derivatives
payable 3 565
Other derivatives payable 212 125
- 215 690 -
Lighthouse uses equity swap derivatives to obtain exposure to listed securities.
In addition to cash, Lighthouse utilises direct listed equity investments as
collateral for the group's equity swap derivative exposure. Below is a summary
of the amounts included in the interim financial statements directly related
to the equity swap derivatives:
Mar 2019 Mar 2018
EUR EUR
Gross exposure to listed investments 71 094 815 1 049 864 594
Interest-bearing borrowings (22 184 260) (557 473 450)
Net exposure to listed investments 48 910 555 492 391 144
Equity derivative collateral 53 732 391 251 225 227
- cash 13 590 236 58 834 083
- direct listed equity investments
(Investments) 40 142 155 492 391 144
4. Headline earnings
Unaudited Restated
For the six For the six
months ended months ended
Mar 2019 Mar 2018
EUR EUR
Reconciliation of loss for the
period to headline earnings
Basic earnings - loss for the period
attributable to equity holders (25 357 268) (60 059 092)
Adjusted for:
- Impairment of Share Incentive loans (36 350) 710 707
- Fair value loss/(gain) on investment property 207 130 (2 221 317)
- Income tax effect (52 818) 330 583
Headline earnings (25 239 306) (61 239 119)
Weighted average shares in issue 456 559 645 470 772 922
Headline earnings per share (EUR cents) (5,53) (13,01)
Lighthouse has no dilutionary instruments in issue.
5. Segmental analysis
The group determines and presents operating segments based on the information
that is provided internally to the company's board and investment committee,
jointly the group's chief operating decision-maker ("CODM"). The group comprises
three segments: listed infrastructure, listed real estate and direct property.
Each operating segment's operating results are reviewed quarterly by the CODM
to make decisions about the segment's performance, resource allocation, risk
assessment and for which discrete financial information is available.
Segment Description
Listed infrastructure Investments in liquid listed infrastructure securities
on recognised exchanges, utilising both cash investments
and equity swap derivatives.
Listed real estate Investments in liquid listed real estate securities on
recognised exchanges, utilising both cash investments
and equity swap derivatives.
Direct property Investments in direct commercial properties in the
retail sector. Opportunistic acquisitions in the retail,
logistics, industrial, warehousing and office sectors
are also considered.
Reconciliation of segmental reporting to IFRS
The reconciliation of the segmental reporting with financial information
extracted from the consolidated interim financial statements for the quarter
ended 31 March 2019 is included in the segmental report and primarily relates
to the matters below:
LocaViseu
This adjustment proportionately consolidates the indirect investments in Forum
Coimbra and Forum Viseu that are held through LocaViseu, accounted for using the
equity method. It effectively discloses the group's interest in the assets,
liabilities and results of operations from these investments by disclosing the
consolidated accounts for the periods ended on a line-by-line basis.
The goodwill relates to the deferred tax liability assumed on acquisition.
Typically, these transactions entail the disposal of companies instead of
underlying properties and it is management's view that the deferred tax in
the LocaViseu group will not become payable. As such, the goodwill has been
offset against the deferred tax liability.
Equity swap derivatives
The equity swap derivatives are reported in the segmental analysis in its
respective components i.e. grossed-up by multiplying the shares held in each
counter by the quoted closing price of the respective counter at the reporting
date and raising the corresponding equity swap liability, and separating the
profit or loss impact between dividend income on the underlying equities, fair
value gains and losses on the underlying equities, and the implied borrowing
costs on the implicit equity swap liability. This more appropriately reflects
the group's assets, liabilities, revenue and expenses for segmental analysis.
Finance income
Finance income is classified as net finance costs, instead of revenue.
Consolidated statement of financial position 2019
Segments
Listed
infra- Listed Direct
structure Real Estate Property Corporate
Mar 2019 Mar 2019 Mar 2019 Mar 2019
EUR EUR EUR EUR
Assets
Non-current assets 9 378 645 52 947 770 296 546 450 -
Investment property - - 294 800 784 -
Investments 9 378 645 52 947 770 - -
Financial and
other assets - - 1 745 666 -
Goodwill - - - -
Current assets 3 255 149 21 418 969 11 901 306 23 784 030
Investments - 8 768 400 - -
Financial and other assets - - - -
Trade and other
receivables 1 243 654 1 071 828 3 724 023 70 810
Cash and cash
equivalents 2 011 495 11 578 741 8 177 283 23 713 220
Total assets 12 633 794 74 366 739 308 447 756 23 784 030
Equity and liabilities
Total equity attributable
to equity holders - - - 254 481 713
Stated capital - - - 145 759 775
Non-distributable reserve - - - 47 295 524
Foreign currency translation
reserve - - - (1 834 280)
Retained earnings - - - 63 260 694
Total liabilities 192 874 22 726 267 141 234 703 596 762
Non-current liabilities - 22 184 260 133 312 689 -
Interest-bearing borrowings - 22 184 260 125 059 024 -
Deferred tax - - 7 844 278 -
Financial liabilities - - 409 387 -
Current liabilities 192 874 542 007 7 922 014 596 762
Interest-bearing borrowings - - 754 893 -
Financial liabilities 192 874 512 065 72 802 -
Trade and other payables - 29 942 6 467 671 598 769
Income tax payable - - 626 648 (2 007)
Total equity and
liabilities 192 874 22 726 267 141 234 703 255 078 475
Management accounts
Group adjustment
Management Equity swap Group
accounts LocaViseu derivatives Unaudited
Mar 2019 Mar 2019 Mar 2019 Mar 2019
EUR EUR EUR EUR
Assets
Non-current assets 358 872 865 24 280 132 (8 594 024) 374 558 973
Investment property 294 800 784 - - 294 800 784
Investments 62 326 415 - (22 184 260) 40 142 155
Financial and
other assets 1 745 666 - 13 590 236 15 335 902
Goodwill - 24 280 132 - 24 280 132
Current assets 60 359 454 - (13 590 236) 46 769 218
Investments 8 768 400 - - 8 768 400
Financial and other assets - - - -
Trade and other
receivables 6 110 315 - - 6 110 315
Cash and cash
equivalents 45 480 739 - (13 590 236) 31 890 503
Total assets 419 232 319 24 280 132 (22 184 260) 421 328 191
Equity and liabilities
Total equity attributable
to equity holders 254 481 713 - - 254 481 713
Stated capital 145 759 775 - - 145 759 775
Non-distributable
reserve 47 295 524 - - 47 295 524
Foreign currency
translation reserve (1 834 280) - - (1 834 280)
Retained earnings 63 260 694 - - 63 260 694
Total liabilities 164 750 606 24 280 132 (22 184 260) 166 846 478
Non-current liabilities 155 496 949 24 280 132 (22 184 260) 157 592 821
Interest-bearing
borrowings 147 243 284 - (22 184 260) 125 059 024
Deferred tax 7 844 278 24 280 132 - 32 124 410
Financial liabilities 409 387 - - 409 387
Current liabilities 9 253 657 - - 9 253 657
Interest-bearing
borrowings 754 893 - - 754 893
Financial liabilities 777 741 - - 777 741
Trade and other payables 7 096 382 - - 7 096 382
Income tax payable 624 641 - - 624 641
Total equity and
liabilities 419 232 319 24 280 132 (22 184 260) 421 328 191
Consolidated statement of financial position 2018
Segments
Listed
infra- Listed Direct
structure Real Estate Property Corporate
Mar 2018 Mar 2018 Mar 2018 Mar 2018
EUR EUR EUR EUR
Assets
Non-current assets 599 013 065 450 851 529 186 757 585 5 353 030
Investment property - - 170 700 714 -
Investments 599 013 065 450 851 529 - -
Investment in and loans
to joint venture - - - -
Financial and other assets - - 4 914 868 5 353 030
Goodwill - - 11 142 003 -
Current assets 55 779 050 26 616 864 29 578 210 165 240 822
Investments - - - -
Financial and other assets - - 357 377 1 107 065
Trade and other
receivables 14 210 313 9 351 518 1 918 419 273 801
Cash and cash equivalents 41 568 737 17 265 346 27 302 414 163 859 956
Total assets 654 792 115 477 468 393 216 335 795 170 593 852
Equity and liabilities
Total equity attributable
to equity holders - - - 837 056 698
Stated capital - - - 1 000 703 936
Non-distributable reserve - - - (212 943 672)
Foreign currency
translation reserve - - - 243 172
Retained earnings - - - 49 053 262
Total liabilities 406 593 461 175 353 806 99 066 526 1 119 664
Non-current liabilities 393 878 277 163 595 173 89 731 531 -
Interest-bearing
borrowings 393 878 277 163 595 173 74 731 794 -
Deferred tax - - 14 996 172 -
Financial liabilities - - 3 565 -
Current liabilities 12 715 184 11 758 633 9 334 995 1 119 664
Interest-bearing
borrowings - - 1 374 996 -
Financial liabilities 212 125 - - -
Trade and other payables 12 503 059 11 758 633 7 261 392 303 979
Income tax payable - - 698 607 815 685
Total equity and
liabilities 406 593 461 175 353 806 99 066 526 838 176 362
Management accounts
Group adjustment
Management Equity swap Group
accounts LocaViseu derivatives Restated
Mar 2018 Mar 2018 Mar 2018 Mar 2018
EUR EUR EUR EUR
Assets
Non-current assets 1 241 975 209 (61 956 709) (498 639 367) 681 379 133
Investment property 170 700 714 (113 000 000) - 57 700 714
Investments 1 049 864 594 - (557 473 450) 492 391 144
Investment in and
loans to joint venture - 62 185 294 - 62 185 294
Financial and other
assets 10 267 898 - 58 834 083 69 101 981
Goodwill 11 142 003 (11 142 003) - -
Current assets 277 214 946 (6 492 609) (58 834 083) 211 888 254
Investments - - - -
Financial and other
assets 1 464 442 - - 1 464 442
Trade and other
receivables 25 754 051 (1 738 652) - 24 015 399
Cash and cash
equivalents 249 996 453 (4 753 957) (58 834 083) 186 408 413
Total assets 1 519 190 155 (68 449 318) (557 473 450) 893 267 387
Equity and liabilities
Total equity
attributable
to equity holders 837 056 698 - - 837 056 698
Stated capital 1 000 703 936 - - 1 000 703 936
Non-distributable
reserve (212 943 672) - - (212 943 672)
Foreign currency
translation reserve 243 172 - - 243 172
Retained earnings 49 053 262 - - 49 053 262
Total liabilities 682 133 457 (68 449 318) (557 473 450) 56 210 689
Non-current
liabilities 647 204 981 (65 283 470) (557 473 450) 24 448 061
Interest-bearing
borrowings 632 205 244 (50 683 768) (557 473 450) 24 048 026
Deferred tax 14 996 172 (14 599 702) - 396 470
Financial liabilities 3 565 - - 3 565
Current liabilities 34 928 476 (3 165 848) - 31 762 628
Interest-bearing
borrowings 1 374 996 - - 1 374 996
Financial liabilities 212 125 - - 212 125
Trade and other payables 31 827 063 (2 915 425) - 28 911 638
Income tax payable 1 514 292 (250 423) - 1 263 869
Total equity and
liabilities 1 519 190 155 (68 449 318) (557 473 450) 893 267 387
Consolidated statement of profit or loss and other comprehensive income 2019
Segments
Listed
infra- Listed Direct
structure Real Estate Property Corporate
for the for the for the for the
six months six months six months six months
ended ended ended ended
Mar 2019 Mar 2019 Mar 2019 Mar 2019
EUR EUR EUR EUR
Property rental and
related revenue - - 12 534 606 -
Investment revenue 1 249 431 2 487 034 275 400 -
Finance income - - - -
Total revenue 1 249 431 2 487 034 12 810 006 -
Fair value (loss)/gain on
investment property,
investments
and derivatives (6 338 963) (10 449 542) (2 798 026) (134 050)
Fair value (loss)/gain
on investments (6 338 963) (10 449 542) - -
Fair value gain on
investment property - - (207 130) -
Fair value loss on currency,
interest rate and other
derivatives - - (2 590 896) (170 400)
Impairment of Share Incentive
loans - - - 36 350
Property operating expenses - - (3 611 758) -
Administrative and other
expenses (151 571) (120 421) (206 874) (1 302 910)
Foreign exchange gain - - - (13 535 733)
Share of profit from
joint venture - - - -
Operating profit/(loss) (5 241 103) (8 082 929) 6 193 348 (14 972 693)
Finance income - - 327 941 300
Finance costs (616 266) (354 010) (1 822 203) (242 474)
Other income - - - 94 273
Profit/(loss) before
income tax (5 857 369) (8 436 939) 4 371 474 (14 179 594)
Income tax expense - - (1 151 496) (103 342)
(Loss)/profit for the
year attributable to
equity holders of
the company (5 857 369) (8 436 939) 3 219 976 (14 282 936)
Management accounts
Group adjustment
Management Finance
accounts LocaViseu income
for the for the for the
six months six months six months
ended ended ended
Mar 2019 Mar 2019 Mar 2019
EUR EUR EUR
Property rental and related
revenue 12 534 606 - -
Investment revenue 4 011 865 - -
Finance income - - 941 627
Total revenue 16 546 471 - 941 627
Fair value (loss)/gain on investment
property, investments and derivatives (19 720 581) - -
Fair value (loss)/gain on investments (16 788 505) - -
Fair value gain on investment property (207 130) - -
Fair value loss on currency, interest
rate and other derivatives (2 761 296) - -
Impairment of Share Incentive loans 36 350 - -
Property operating expenses (3 611 758) - -
Administrative and other expenses (1 781 776) - -
Foreign exchange gain (13 535 733) - -
Share of profit from joint venture - - -
Operating profit/(loss) (22 103 377) - 941 627
Finance income 941 627 - (941 627)
Finance costs (3 034 953) - -
Other income 94 273 - -
Profit/(loss) before income tax (24 102 430) - -
Income tax expense (1 254 838) - -
(Loss)/profit for the year
attributable to equity holders
of the company (25 357 268) - -
Management
accounts
adjustment
Equity
swap Group
derivatives Unaudited
for the for the
six months six months
ended ended
Mar 2019 Mar 2019
EUR EUR
Property rental and related revenue - 12 534 606
Investment revenue (2 390 894) 1 620 971
Finance income - 941 627
Total revenue (2 390 894) 15 097 204
Fair value (loss)/gain on investment property,
investments and derivatives 1 420 619 (18 299 962)
Fair value (loss)/gain on investments 1 420 619 (15 367 886)
Fair value gain on investment property - (207 130)
Fair value loss on currency, interest rate
and other derivatives - (2 761 296)
Impairment of Share Incentive loans - 36 350
Property operating expenses - (3 611 758)
Administrative and other expenses - (1 781 776)
Foreign exchange gain - (13 535 733)
Share of profit from joint venture - -
Operating profit/(loss) (970 275) (22 132 025)
Finance income - -
Finance costs 970 275 (2 064 678)
Other income - 94 273
Profit/(loss) before income tax - (24 102 430)
Income tax expense - (1 254 838)
(Loss)/profit for the year attributable to equity
holders of the company - (25 357 268)
Consolidated statement of profit or loss and other comprehensive income 2018
Segments
Listed
infra- Listed Direct
structure Real Estate Property Corporate
for the for the for the for the
six months six months six months six months
ended ended ended ended
Mar 2018 Mar 2018 Mar 2018 Mar 2018
EUR EUR EUR EUR
Investment revenue 16 470 254 9 390 192 - -
Property rental and
related revenue - - 7 793 397 -
Finance income - - - -
Total revenue 16 470 254 9 390 192 7 793 397 -
Fair value (loss)/gain
on investment property,
investments and
derivatives (72 954 244) (15 052 887) 2 268 769 2 398 294
Fair value (loss)/gain
on investments (72 954 244) (15 052 887) - -
Fair value gain/(loss)
on investment property - - 2 273 785 -
Fair value gain/(loss)
on currency, interest
rate and other derivatives - - (5 016) 3 109 001
Impairment of Share Incentive
loans - - - (710 707)
Property operating expenses - - (2 677 186) -
Administrative and other
expenses - - (66 700) (1 432 419)
Foreign exchange loss - - - 2 137 318
Share of profit from
joint venture - - - -
Operating profit/(loss) (56 483 990) (5 662 695) 7 318 280 3 103 193
Finance income - - 714 263 964
Finance costs (4 013 450) (1 666 965) (1 098 735) (458 055)
Other income - - - -
Profit/(loss) before
income tax (60 497 440) (7 329 660) 6 220 259 2 909 102
Income tax expense - - (992 180) (369 173)
Profit/(loss) for the year
attributable to equity
holders of the company (60 497 440) (7 329 660) 5 228 079 2 539 929
Management accounts
Group adjustment
Management Finance
accounts LocaViseu income
for the for the for the
six months six months six months
ended ended ended
Mar 2018 Mar 2018 Mar 2018
EUR EUR EUR
Investment revenue 25 860 446 - -
Property rental and related revenue 7 793 397 (4 833 906) -
Finance income - - 264 678
Total revenue 33 653 843 (4 833 906) 264 678
Fair value (loss)/gain on investment
property, investments and derivatives (83 340 068) (52 468) -
Fair value (loss)/gain
on investments (88 007 131) - -
Fair value gain/(loss) on
investment property 2 273 785 (52 468) -
Fair value gain/(loss) on currency,
interest rate and other derivatives 3 103 985 - -
Impairment of Share Incentive loans (710 707) - -
Property operating expenses (2 677 186) 1 330 962 -
Administrative and other expenses (1 499 119) 57 141 -
Foreign exchange loss 2 137 318 - -
Share of profit from joint venture - 2 252 730 -
Operating profit/(loss) (51 725 212) (1 245 541) 264 678
Finance income 264 678 - (264 678)
Finance costs (7 237 205) 728 127 -
Other income - - -
Profit/(loss) before income tax (58 697 739) (517 414) -
Income tax expense (1 361 353) 517 414 -
Profit/(loss) for the year
attributable to equity holders
of the company (60 059 092) - -
Management
accounts
adjustment
Equity
swap Group
derivatives Restated
for the for the
six months six months
ended ended
Mar 2018 Mar 2018
EUR EUR
Investment revenue (17 477 042) 8 383 404
Property rental and related revenue - 2 959 491
Finance income - 264 678
Total revenue (17 477 042) 11 607 573
Fair value (loss)/gain on investment property,
investments and derivatives 11 796 627 (71 595 909)
Fair value (loss)/gain on investments 11 796 627 (76 210 504)
Fair value gain/(loss) on investment property - 2 221 317
Fair value gain/(loss) on currency, interest rate and
other derivatives - 3 103 985
Impairment of Share Incentive loans - (710 707)
Property operating expenses - (1 346 224)
Administrative and other expenses - (1 441 978)
Foreign exchange loss - 2 137 318
Share of profit from joint venture - 2 252 730
Operating profit/(loss) (5 680 415) (58 386 490)
Finance income - -
Finance costs 5 680 415 (828 663)
Other income - -
Profit/(loss) before income tax - (59 215 153)
Income tax expense - (843 939)
Profit/(loss) for the year attributable to equity
holders of the company - (60 059 092)
Distributable earnings per share and key ratios
The calculation of distributable earnings per share is based on the loss after
tax, adjusted as shown in the table below to arrive at the distributable
earnings, and the number of shares in issue at 31 March 2019.
Unaudited
Mar 2019
EUR
Loss for the period attributable to equity holders of the company (25 357 268)
Fair value loss on investments 15 367 886
Fair value loss on investment property 207 130
Fair value loss on currency, interest rate, and other derivatives 2 761 296
Impairment of Share Incentive loans (36 350)
Foreign exchange loss 13 535 733
Dividends on equity swap derivatives included in fair value
loss on investments 2 390 894
Net dividends accrued on listed security investments (including
equity swap derivatives) 539 111
Borrowing costs on equity swap derivatives (970 275)
Income tax effect (56 177)
Distributable earnings for the period 8 381 980
Less: Interim distribution declared (6 866 852)
Distributable earnings retained 1 515 128
Distributable retained earnings at the beginning of the period 2 842 086
Distributable retained earnings at the end of the period 4 357 214
Number of shares entitled to distribution 457 790 136
Distributable earnings per share (EUR cents) 1,8310
Interim distribution per share (EUR cents) - declared (1,5000)
Distributable earnings per share retained (EUR cents) 0,3310
Distribution payout ratio 81,9%
Net asset value per share (EUR cents) 55,5892
Tangible net asset value per share (EUR cents) 50,2854
Corporate information
Company details and registered office
Lighthouse Capital Limited
C1-401, 4th Floor, La Croisette Grand Baie, Mauritius info@lighthousecapital.mu
Tel: +230 269 6619
Fax: +230 403 0801
Board of Directors
Mark Olivier (chairman)
Stephen Delport (chief executive officer)*
Justin Muller (chief investment officer)*
Kobus van Biljon (chief financial officer)*
Jan Wandrag (chief operating officer)*
David Axten
Karen Bodenstein
Paul Edwards
Barry Stuhler
*Executive director
Changes to the board
Terry Warren and Teddy Lo Seen Chong resigned as non-executive chairman and
non-independent non-executive director, respectively, of Lighthouse on
17 January 2019. Mark Olivier, who previously served as independent
non-executive director, was appointed as independent non-executive
chairman on 17 January 2019. Paul Edwards and David Axten were appointed
as non-executive directors on 17 January 2019. Refer to the Lighthouse
announcement dated 18 January 2019 on the company's website at
www.lighthousecapital.mu/company-announcements/ for additional details.
Justin Muller was appointed to the board in the capacity of chief investment
officer effective 13 May 2019.
Netherlands office
World Trade Centre
Tower A, Level 7, Strawinsky Laan 703, 1077XX Amsterdam, The Netherlands
Tel: +31 20 237 1960
Transfer secretary
Link Market Services South Africa Proprietary Limited
13th Floor, 19 Ameshoff Street Braamfontein, Johannesburg, 2001
(PO Box 4844, Johannesburg, 2000)
South Africa
JSE sponsor
Java Capital
6A Sandown Valley Crescent
Sandown, Sandton, 2196
(PO Box 522606, Saxonwold, 2132)
South Africa
Mauritian Management Company and Company secretary
Intercontinental Trust Ltd
Level 3, Alexander House, 35 Cybercity
Ebene, 72201, Mauritius
SEM authorised representative and sponsor
Perigeum Capital Ltd
Level 4, Alexander House, 35 Cybercity
Ebene, 72201, Mauritius
Commercial bankers
Standard Bank Mauritius
Level 9, Tower A, 1 Cybercity
Ebene, 72201, Mauritius
Afrasia Bank Ltd
3rd Floor, NexTeracom Tower 3
Ebene, 72201, Mauritius
Date: 14/05/2019 08:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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