Wrap Text
Audited Consolidated Results for the Year Ended 28 February 2019
Adrenna Property Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/012245/06)
(JSE share code: ANA ISIN: ZAE000163580)
(“Adrenna” or “Company” or “Group”)
AUDITED CONDENSED CONSOLIDATED RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2019 AND
RELATED PARTY TRANSACTIONS
CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE
YEAR ENDED 28 FEBRUARY 2019
Audited Audited
Group Group
R’000 2019 2018
Revenue 27 793 27 549
Operating income before interest and revaluations 8 622 16 886
Fair value adjustment on investment properties 1 225 13 736
Fair value adjustment on loans (859) -
Investment income 2 425 838
Finance costs (10 028) (9 814)
Net income before taxation 1 385 21 646
Taxation (762) (5 978)
Income after taxation for the year 623 15 668
Income attributable to ordinary shareholders 623 15 668
Other comprehensive income:
Total comprehensive income attributable to:
- Ordinary shareholders 623 15 668
- Non- controlling interests - -
623 15 668
Basic earnings per share (cents) 1,11 28,0
Weighted average shares in issue (‘000) 55 915 55 915
CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 28 FEBRUARY 2019
Audited Audited
Group Group
R’000 2019 2018
ASSETS
Non-current assets
Investment property 244 841 243 309
Property, plant and equipment 858 898
Loans owing by third parties 26 422 3 324
Operating lease asset 4 194 6 502
Other financial assets 800 800
Deferred taxation 344 -
277 459 254 833
Current assets
Loans owing by third parties 2 059 2 061
Inventory 1 430 1 430
Accounts receivable 486 5 191
Operating lease assets 4 705 3 730
Current taxation receivable 123 123
Cash and cash equivalents 4 731 6 395
13 534 18 930
Total assets 290 993 273 763
CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 28 FEBRUARY 2019
Audited Audited
Group Group
R’000 2019 2018
EQUITY AND LIABILITIES
Equity
Stated Capital 567 567
Retained Earnings 162 245 161 622
162 812 162 189
Non-current liabilities
Borrowings 84 185 64 814
Deferred taxation 40 558 40 932
124 743 105 746
Current liabilities
Accounts payable 2 873 2 530
Current taxation payable 565 514
Bank overdraft - 2 784
3 438 5 828
Total equity and liabilities 290 993 273 763
CONDENSED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 28 FEBRUARY 2019
Audited Audited
Group Group
R’000 2019 2018
Cash generated by operations 17 553 15 636
Finance costs (10 028) (9 814)
Investment income 2 425 838
Taxation refunded - 136
Taxation paid (1 436) (3 280)
8 514 3 516
Cash flows from investing activities
Proceeds from sale of investment property - 11 500
Acquisition of investment property (307) (11 119)
Acquisition of property, plant and equipment (65) (910)
Acquisition of other financial assets - (800)
Movement in loans made to third parties (26 393) 1 935
(26 765) 606
Cash flows from financing activities
Proceeds from raising of additional bond finance 19 371 64 814
Repayment of borrowings - (64 231)
19 371 583
Movement in cash and cash equivalents 1 120 4 705
Cash and cash equivalents at beginning of the year 3 611 (1 094)
Cash and cash equivalents at end of the year 4 731 3 611
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 28 FEBRUARY 2019
Audited Audited
Group Group
R’000 2019 2018
STATED CAPITAL
Ordinary stated capital
Balance at beginning of the year 567 567
Movements during the year - -
Balance at end of the year 567 567
RESERVES
Retained earnings
Balance at beginning of the year 161 622 145 954
Comprehensive income attributable to ordinary shareholders 623 15 668
Balance at end of the year 162 245 161 622
Total equity and reserves attributable to ordinary shareholders 162 812 162 189
Non-controlling interests
Balance at beginning of the year - -
Balance at end of the year - -
Total equity and reserves 162 812 162 189
BASIS OF PREPARATION
The Board of Directors is pleased to present the Group’s audited results for the year ended 28 February 2019, which have
been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards
(“IFRS”), including IAS 34 on Interim Financial Reporting, and its interpretations issued by the International Accounting
Standards Board (“IASB”); the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee;
Financial Pronouncements as issued by Financial Reporting Standards Council; the Companies Act of South Africa, as
amended; and the JSE Limited (“JSE”) Listing Requirements. The accounting policies applied in the preparation of these
audited financial statements are in terms of IFRS and are consistent with those used in the prior year, except for the adoption
of new standards effective as of 1 January 2018.
AUDIT OPINION
The annual financial statements have been audited by our auditors, RSM South Africa Incorporated and their qualified audit
report is available for inspection at the Group’s registered office. The auditors’ report contains the following Basis for
Qualified Opinion and Reportable Irregularity paragraphs:
Basis for Qualified Opinion
The commentary to the consolidated financial statements indicates that the company has extended a loan of AUD2million
(R22m) to East Sydney Day Hospital (Pty) Ltd. The commentary also indicates that the carrying amount of the loan
receivable in the financial statements amounted to R21.5m at 28 February 2019 and gives an explanation as to why the loan
receivable was not considered to be impaired, even though the East Sydney Day Hospital is technically insolvent. We were
unable to obtain sufficient appropriate audit evidence to satisfy ourselves that no adjustments to the carrying amount of the
loan receivable were necessary in these circumstances.
Qualified Opinion
Based on our audit, except for the effects of the matter described in the Basis for Qualified Conclusion paragraph, nothing
has come to our attention that causes us to believe that these condensed consolidated financial statements do not present
fairly, in all material respects, the financial position of Adrenna Property Group Limited as at 28 February 2019, and its
financial performance and cash flows for the year then ended in accordance with the International Financial Reporting
Standard and the requirements of the Companies Act of South Africa.
Report on other legal and regulatory requirements
In accordance with our responsibilities in terms of sections 44(2) and 44(3) of the Auditing Profession Act, we report that we
have identified a reportable irregularity in terms of the Auditing Profession Act. We have reported such matter to the
Independent Regulatory Board for Auditors. The reportable irregularity related to the non-compliance of Section 45 of the
Companies Act 71 of 2008 and certain aspects of Section 9 and 10 of the JSE Listing Requirements relating to the East
Sydney Day Hospital (Pty) Ltd and Adrenna Resources Proprietary transactions further detailed in the commentary below.
The auditor’s report does not necessarily report on all the information contained in this announcement and any reference to
pro forma or future financial information included in this announcement has not been reviewed or reported on by the
auditors. 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 financial information from the
Company’s registered office.
PREPARER
The Financial Director, David Swart CA(SA), was responsible for the preparation of the audit condensed financial results.
CHANGE IN ACCOUNTING POLICIES ARISING FROM NEW STANDARDS AND INTERPRETATIONS
The Group adopted IFRS 9: Financial Instruments and IFRS 15: Revenue from Contracts with Customers with a date of
initial application of 1 March 2018. As a result, the Group has changed its accounting policy for revenue recognition and
financial instruments. The Group has elected not to restate comparative information in terms of the modified retrospective
approach and therefore the comparative information has not been restated and is reported under the previous standards.
Standards and interpretations effective and adopted in the current year
In the current year the group has adopted the following standards and interpretations that are effective for the current year and
that are relevant to its operations:
IFRS 15 Revenue from Contracts with Customers – effective date: 1 January 2018
The group has adopted IFRS 15 Revenue from Contracts with Customers from 1 March 2018. The adoption did not result in
any adjustments to the revenue reported by the group or company. The group generates lease income which is scoped out of
this standard. The company earns fees from subsidiary companies which is considered revenue.
The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a
customer – so the notion of control replaces the existing notion of risks and rewards.
A new five-step process must be applied before revenue can be recognised:
• identify contracts with customers
• identify the separate performance obligation
• determine the transaction price of the contract
• allocate the transaction price to each of the separate performance obligations, and
• recognise the revenue as each performance obligation is satisfied.
Given the nature of services rendered, the need to allocate the transaction price to separate performance obligations has not
arisen. Furthermore, there were no contract costs considered for capitalisation, contract assets or liabilities, contract
modifications or variable payment considerations that would have resulted in retrospective adjustment of revenue. The
impact of the adoption has been increased disclosures for revenue recognised. Further information on revenue is as
documented within the accounting policies.
IFRS 9 Financial Instruments – effective date: 1 January 2018
IFRS 9 replaces IAS 39 ‘Financial Instruments: Recognition and Measurement’. It makes major changes to the previous
guidance on the classification and measurement of financial assets and introduces an ‘expected credit loss’ model for the
impairment of financial assets.
When adopting IFRS 9, the Group has applied transitional relief and opted not to restate prior periods. Any differences
arising from the adoption of IFRS 9 would have been recognized in retained earnings. However, no quantitative differences
arose from the adoption.
The adoption of IFRS 9 has impacted the following areas:
• the classification and measurement of the Group’s financial assets. Management holds financial assets to hold and collect
the associated cash flows. Accounts receivables, loans receivable and cash and cash equivalents which were previously
classified as loans and receivable are now classified as financial assets at amortised cost. The classification did not impact the
carrying values of these assets.
• the Group had an equity investment in Warthog Wallow Shareblock Proprietary Limited which has remained classified at
FVPL.
•the Group has extended loans to ESDH, Adrenna Resources and Safari News which loans are held at FVTP.
• The calculation of expected credit losses with respect to all financial assets resulted in immaterial ECL amounts and hence
no quantitative adjustments arose from application of the model.
There was no impact on the financial liabilities of the Group or Company following the adoption of IFRS 9 as these liabilities
have remained at amortised cost.
2. Standards and interpretations early adopted
The group has chosen not to early adopt any new standards and interpretations.
3. Standards and interpretations not yet effective
The group has chosen not to early adopt the following standards and interpretations, which have been published and are
mandatory for the group’s accounting periods beginning on or after 1 March 2018 or later periods:
IFRS 16: Leases
3.1 IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases
with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-
use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease
payments. A lessee measures right-of-use assets similarly to other non-financial assets (such as property, plant and
equipment) and lease liabilities similarly to other financial liabilities. As a consequence, a lessee recognises depreciation of
the right-of-use asset and interest on the lease liability, and also classifies cash repayments of the lease liability into a
principal portion and an interest portion and presents them in the statement of cash flows.
IFRS 16 contains expanded disclosure requirements for lessees. The effective date of this standard is for annual periods
beginning on or after 1 January 2019.
The Group has leases of equipment that would be impacted by the adoption of the new standard. The leases are for an
immaterial monthly amount and will be expiring within a short period of time at the time of adoption of the new standard. As
such, the impact of the adoption of the new standard is expected to be immaterial given that the Group intends to use the
practical expedients available for low value items and short-term leases. The Group further intends to adopt the new standard
using the modified retrospective basis that permits the Group not to amend comparative figures.
3.2 IAS 12 Income Taxes
The effective date of this standard is for annual periods beginning on or after 1 January 2019.
The impact of this amendment is not material, but may require additional disclosure.
3.3 IAS 23 Borrowing Costs
The effective date of this standard is for annual periods beginning on or after 1 January 2019.
The impact of this amendment is not material.
3.4 IAS 40 Investment Property
Transfers of Investment Property: Clarification of the requirements on transfers to, or from, investment property.
The effective date of this standard is for annual periods beginning on or after 1 January 2018.
The impact of this amendment is still being assessed.
3.5 All other standards and interpretations published for the group’s accounting periods beginning on or after 1 March 2019
or later periods were considered and it was noted that they were not relevant to the operations of the group.
DIRECTOR’S RESPONSIBILITY STATEMENT
These audited financial statements have been derived from the Adrenna Group’s annual financial records. The contents of
this announcement are extracted from audited information, although the announcement is not itself audited. The directors
take full responsibility for the preparation of the provisional report and the financial information has been correctly extracted
from the underlying annual financial statements.
TRANSACTIONS ENTERED INTO DURING THE PERIOD
1. East Sydney Day Hospital (Pty) Ltd (“ESDH”)
Shareholders were advised in September 2018 that the Company had entered into an agreement with ESDH, a company
operating a private hospital in Sydney Australia, in terms of which the Company would, subject to shareholder approval,
make an investment of AUD2 million (two million Australian dollars), by means of subscribing for 2 million convertible,
redeemable preference shares in ESDH company which, on conversion, would entitle it to a 15% shareholding in the ESDH.
In anticipation of this subscription, Adrenna advanced AUD2 million (two million Australian dollars) ESDH as an interest-
bearing loan, until such time as the required shareholder approval for the preference shares had been obtained. The
preference share agreement has subsequently been terminated by mutual consent and the investment will remain as a loan
subject to the loan terms agreed at the time of the advancement of the cash. This investment was motivated by the
opportunity to invest in a relatively strong currency and would enable the company to acquire the necessary skills to possibly
replicate similar operations locally. The loan carries interest at the rate of 12% per annum and is convertible, at the option of
Adrenna, into 15% of the ordinary shares of ESDH on 28 February 2021, failing which the loan is payable on demand. The
executive of the ESDH are confident of achieving an EBIT of AUD 2.5 million in 2020 and AUD 5 million in 2021, which
will value the Company’s effective 15% investment of AUD 2.75 million at between AUD 3.75 million and AUD 7.5
million.
Recoverability of the ESDH loan
On the basis that the loan was advanced for the purpose of expansion of ESDH, the Board of Directors of Adrenna are of the
view that the loan will be recoverable, either over time or through the exercise of the abovementioned option and that there is
no basis to raise a provision for impairment of the loan. Thus the Company has a different opinion to that of the auditor.
Related Party Considerations and Fairness Opinion
Mr R Fertig is a director and indirect shareholder in both Adrenna and ESDH and the loan is for purposes of the JSE Listings
Requirements, considered to be a loan to an associate of a related party. A circular detailing the ESDH transaction and
incorporating a fairness opinion prepared by an Independent Expert is in the process of being prepared and shareholders will
be requested to approve and/or ratify the advancement of the AUD2 million loan to ESDH (“ESDH Circular”). As the
option to convert the loan into 15% of ordinary shares of ESDH is solely at the discretion of Adrenna, the acquisition of 15%
of ESDH will be categorised on exercise of the option, if applicable at that point in time.
2. Loan to Adrenna Resources (Pty) Ltd (“Adrenna Resources”)
Introduction and Rationale
In July 2018, the Board agreed to the Company investigating a possible exploitation of various mineral reserves in Zambia
and Zimbabwe (“Mineral Reserves”) with the intention that should the investigations prove worthwhile, the opportunity
would be on-sold and the Group would retain a small passive investment for capital appreciation purposes. In order to
achieve this and to ensure Adrenna’s participation going forward, the Company concluded an option agreement with Adrenna
Resources, a company wholly-owned by Mr Ivan Whitehead, in terms of which Adrenna would fund the exploration costs in
return for the right to call on 70% of the issued share capital in Adrenna Resources at any time. In order to secure its interests
in this regard, Adrenna nominated two representatives to sit on the Board of Adrenna Resources. As at 28 February 2019, the
Company had advanced an amount of R2.6 million to Adrenna Resources to assist in completing due diligence and
exploration work on the identified Mineral Reserves. The loan is unsecured, interest free and has no fixed terms of
repayment.
Related Party Considerations and Fairness Opinion
The Company’s representatives on the Board of Adrenna Resources (Mr Ricky Fertig and Mr Bernard Kaiser) are defined as
related parties to Adrenna for purposes of the JSE Listings Requirements (“Listings Requirements”) and the loan is
accordingly considered to be a loan to an associate of a related party and will accordingly require a fairness opinion to be
prepared by an independent expert. In accordance with section 10 of the Listings Requirements, an agreement with a related
party is required to be categorised in accordance with the provisions of section 9 of the Listings Requirements.
Notwithstanding the fact that the R2.6 million advanced to Adrenna Resources as at 28 February 2019 would, under normal
circumstances, be categorised as a category 2 transaction, as there was no formal agreement regarding the maximum expense
that would be incurred in investigating the exploitation of these mineral reserves, the loan is considered to be a category 1
transaction and shareholder approval of the loan will be sought in accordance with the JSE Listings Requirements. As the
exercise of the right to call for 70% of the Company is solely in Adrenna’s discretion, the acquisition of shares will be
categorised on exercise of the option, if applicable at that point in time.
Financial Information
Recent amendments by the Zambian authorities regarding the taxation of the import of mining equipment and the exportation
of mineral products have resulted in this type of venture being unattractive to potential investors. The market approach Per
IFRS 13.B5 was used to fair value the loan and as such as PER IFRS 13.9 an amount of R676 062 was put through profit and
loss as a downward fair value adjustment to the loan value.
In the light of the foregoing the directors have deemed it prudent to impair the entire remaining value of the loan.
The Company has consulted the JSE regarding the related party aspects of this loan. The details of the loan will be included
in the ESDH circular and shareholders will, for purposes of the JSE Listings Requirements, be requested to approve and/or
ratify this loan, to the extent necessary.
3. Loan to Safari News (Pty) Ltd (“Safari News”)
During the year under review the group invested in the establishment of the publication of Safari News, a Conservation and
Eco-Tourism platform (both digital and print) focusing on conservation news, travel and related marketing. The directors
have taken a 2 year view on this entity becoming self-sufficient and have committed to establishment costs of R2 million,
half of which has been expended. As the loan is not a basic lending arrangement, such loan was classified at Fair Value
through profit and loss. The market approach Per IFRS 13.B5 was used to fair value the loan and as such as such as PER
IFRS 13.9 an amount of R182 587 was put through profit and loss as a downward fair value adjustment to the loan value.
This loan is unsecured, interest free and has no fixed terms of repayment. In terms of the loan agreement, Adrenna has an
option to acquire 50% of the shares of Safari at a date to be determined by Adrenna and the transaction will be categorised on
exercise of the option.
CHANGES TO THE BOARD
Mr Hartmann Beukes resigned as a director with effect from 31 August 2018. Ms M Beukes was appointed as a director on
31 August 2018 and resigned as a director on 8 February 2019. Mr D J Swart was appointed as a director on 21 February
2019.
GENERAL REVIEW, FINANCIAL RESULTS AND PROSPECTS
Whilst the environment within which the group operates has remained fairly static during the year under review, the group
achieved an increase in rental income, exclusive of straight-lining effects, of 7.6% on the prior year results. Annual
escalations on existing leases, accompanied with additional rental revenues generated by the new investment property for a
period of the financial year, contributed to this increase. Operating income before interest and fair value adjustments
decreased from R16.8 million to R8.6million. This decrease was mainly the result of certain extraordinary non-recurring
expenses including R1.95 million in respect of the higher repairs and maintenance caused by the excessive rains in the Cape
during the year, R1.9 million as a result of the impairment of certain loans, the incurring of extraneous professional fees in
the order of R1 million, the loss on exchange of R458 000 due to the loan granted to East Sydney day Hospital in Australia
and the incurring of R290 000 in marketing expenses incurred on one of the Investment Properties.
The group’s gearing (borrowings as a percentage of fixed property assets) increased from 26.6% to 34.4% which remains
well below the level of 60% set by the directors.
Net asset value and net tangible asset value per share, the fundamental indication of the group’s value increased
(notwithstanding the incurrence of the abnormal expenses referred to above) from 290 cents per share to 291 cents per share,
which clearly illustrates the group’s strength and resilience. A number of the abovementioned once-off costs are not
expected to recur during the forthcoming year, which will improve the prospects of the group. Shareholders are also referred
to Subsequent Events below.
HEADLINE EARNINGS RECONCILIATION AND SHARE INFORMATION
Reviewed Audited
Group Group
R’000 2019 2018
Number of ordinary shares in issue at beginning of the year (000’s) 55 915 55 915
Number of ordinary shares in issue at end of the year (000’s) 55 915 55 915
Weighted average number of shares in issue (000’s) 55 915 55 915
Basic earnings
Net profit per statement of comprehensive income 623 15 668
Basic earnings per share (cents) 1.11 28,0
Headline earnings
Net profit per statement of comprehensive income 623 15 668
Profit on disposal of assets - -
Revaluation of investment property (net of taxation) (916) (11 630)
Headline earnings (293) 4 038
Headline earnings per share (cents) (0.5) 7,2
Net asset value per share
Net asset value per share (cents) 291,1 290,0
Net tangible asset value per share (cents) 291,1 290,0
SEGMENTAL RESULTS
2019 - (R'000) 2018- (R'000)
Investment Property Head Investment Property Head
Property Held for Office Property Held for Office
Holding Resale Admin Total Holding Resale Admin Total
Revenue 26 951 - 842 27 793 27 549 - - 27 549
Operating income/(loss) before
interest and revaluations 14 036 - (5 414) 8 622 18 904 - (2 018) 16 886
Fair Value adjustment –
Investment Property 1 225 - - 1 225 - - - -
Fair value adjustments - Loans - - (859) (859) 13 736 - - 13 736
Investment income 29 - 2 396 2 425 36 - 802 838
Finance costs (10 013) - (15) (10 028) (9 700) - (114) (9 814)
Net income/(loss) before 5 277 - (3 892) 1 385 22 976 - (1 330) 21 646
taxation
Taxation (1 623) 861 (762) (5 487) (491) (5 978)
Profit/(loss) for the year 3 654 - (3 031) 623 17 489 - (1 821) 15 668
Other comprehensive income
Total comprehensive income
attributable to:
Ordinary shareholders 3 654 - (3 031) 623 17 489 - (1 821) 15 668
Non-controlling interests - - - - - - - -
3 654 - (3 031) 623 17 489 - (1 821) 15 668
Other information-
Segment assets 259 424 1 430 30 139 290 993 265 250 1 430 7 083 273 763
Segment liabilities 128 181 - - 128 181 108 790 - 2 784 111 574
2019 2018
Western Western
Cape Gauteng Total Cape Gauteng Total
Revenue 26 951 842 27 793 26 657 892 27 549
Operating income/(loss) before interest and revaluations 18 002 (9 380) 8 622 17 263 (377) 16 886
Fair Value adjustments – Investment Properties 2 225 (1 000) 1 225 11 763 1 973 13 736
Fair Value adjustments – Loans - (859) (859) - - -
Investment income 29 2 396 2 425 36 802 838
Finance costs (10 013) (15) (10 028) (9700) (114) (9814)
Net income/(loss) before taxation 10 243 (8 858) 1 385 19 362 2 284 21 646
Taxation (1 623) 861 (762) (5397) (581) (5978)
Profit/(loss) for the year 8 620 (7 997) 623 13 965 1 703 15 668
Other comprehensive income
Total comprehensive income attributable to:
Ordinary shareholders 8 620 (7 997) 623 13 965 1 703 15 668
Non-controlling interests - - - - - -
8 620 (7 997) 623 13 965 1 703 15 668
Other information
Segment assets 249 887 41 106 290 993 254 039 19 724 273 763
Segment liabilities 127 837 344 128 181 108 232 3 342 111 574
Segmental aggregation is based on the main sources of activity, namely Investment Property Holding, Property Sales and Head Office Administration.
Inter-segment transactions are measured based on arm's length prices.
Major customers
Customers yielding revenues in excess of 10% of the group revenue are considered to be major. The table below illustrates the major customers exceeding the 10% threshold:
R'000 2019 2018
Investment Property Holding
Customer A 8 769 8 250
Customer B 6 736 6 237
Customer C 3 643 2 955
Customer D 2 993 2 818
RELATED PARTIES
The following related parties have been identified in terms of their association with the group:
Islandsite Investments Twenty Three Proprietary Limited and Great Entities controlled by a director,
Southern Holdings Trust Mr RP Fertig
Propconsult Proprietary Limited Entity controlled by the Company Secretary,
Mr BW Kaiser
JNF Investment Trust Entity in which a director, Mr WP Alcock, is
both a beneficiary and a trustee
Phoenix Accounting Solutions – Chartered Accountants (SA) Entity in which the previous financial directors,
Mr H Beukes and Ms M Beukes, hold an interest
RMS Corporate Solutions Proprietary Limited Entity with common directorship
RMS Property and Facilities Management Proprietary Limited Entity with common directorship
DJ Swart Holding Company Financial Director
East Sydney Day Hospital (Pty) Ltd (ESDH) Entity in which a director, M RP Fertig, holds an
interest
Adrenna Resources Proprietary Limited Entity in which Adrenna has an option to
acquire equity, Mr RP Fertig and Mr BW Kaiser
are directors
Safari News (Pty) Ltd Entity in which Adrenna has an option to
acquire equity
Mr Bryne Pyne-James COO of Safari News (Pty) Ltd
During the year the group had the following related party transactions:
Group Group
R’000 2019 2018
Consultancy fees paid to Islandsite Investments Twenty Three Proprietary Limited 105 885
Consultancy Fees paid to Great Southern Holdings Trust 1 317 -
Consultancy fees paid to Propconsult Proprietary Limited 611 510
Consultancy fees paid to JNF Investment Trust 240 240
Consultancy Fees paid to DJ Swart 60 -
Accounting fees paid to Phoenix Accounting Solutions – Chartered Accountants (SA) 151 504
Accountancy Fees Paid to RMS Corporate Solutions Proprietary Limited 428 -
Asset management fees paid to RMS Corporate Solutions Proprietary Limited 3 263 3 471
Property management fees, facilities management fees and collection commission paid to
RMS Property and Facilities Management Proprietary Limited 1 804 2 308
Interest received from RMS Corporate Solutions Proprietary Limited (644) (758)
Rental paid to RMS Corporate Solutions Proprietary Limited - 76
Rental charged to RMS Corporate Solutions Proprietary Limited (300) (200)
Rental charged to RMS Property and Facilities Management Proprietary Limited (120) (480)
Interest received from ESDH 1 619 -
At year-end the group had the following related party balances:
Loan owing (to)/by RMS Corporate Solutions Proprietary Limited 5 875 5 385
Loan owing (to)/by Safari News 999 -
Loan owing (to) /by Mr B Pyne-James 225 -
Loan owing (to)/by Adrenna Resources Proprietary Limited 2 656 -
Loan owing (to) /by ESDH 21 565 -
All the above loans are Gross Loans prior to any IFRS adjustment and/or impairments
Trade Receivable: JNF Investment Trust 48 -
Trade Receivable: RMS Corporate Solutions Proprietary Limited 76 -
Trade Receivable: Safari News (Pty) Ltd 30 -
SUBSEQUENT EVENTS
Shareholders are referred to the loan to the ESDH referred to above and are advised that subsequent to year end, Adrenna
advanced an additional AUD300K to ESDH. Adrenna has furthermore committed to ESDH that subject to shareholder
approval, it will extend a further amount of ZAR4.5 million on loan account.
Shareholders are referred to the separate cautionary announcement advising that the Board of directors is considering the
continued viability of the listing of Adrenna on the Main Board of the Johannesburg Stock Exchange (“JSE”) and has resolved
in principle to proceed towards considering a possible delisting by means of a share buyback implemented through a scheme
of arrangement to minority shareholders (“Proposed Delisting”). Notwithstanding this, no formal offer or undertaking to make
an offer to shareholders by any party, including Adrenna, has been made to date.
OTHER MATTERS
Reportable irregularities had been reported by the independent external auditors under the Auditing Profession Act to the
Independent Regulatory Board of Auditors with regard to:
• Non-compliance with the Companies Act, No. 71 of 2008 (“Companies Act”), in relation to the advancing of loans to
related parties in accordance with s45 of the Companies Act, 2008 (Act 71 0f 2008); and
• Non-compliance with certain aspects of sections 9 and 10 of the JSE Listings Requirements regarding shareholder
approval of related party loans.
The Company is in the process of addressing these irregularities and a further announcement dealing with the progress made
on resolving these issues will be released in due course.
Annual General Meeting
Notice is hereby given that the Annual General Meeting of members of Adrenna Property Group Limited will be held in the
Boardroom at Unit 32 Waterford Office Park, Waterford Drive, Fourways, Sandton, on Wednesday, 18 September 2019 at
10:00.
For and on behalf of the Board
26 June 2019
Directors: WP Alcock (Chairman); RP Fertig (CEO); D J Swart CA(SA) (FD); SP Mothelesi; M Moela; R Watson
Company Secretary: BW Kaiser
Transfer Secretaries: Computershare Investor Services (Pty) Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank
2196
Registered Office: Unit 32, Waterford Office Park, Waterford Drive, Fourways 2021
Sponsor: Arbor Capital Sponsors (Pty) Limited, 20 Stirrup Lane, Woodmead Office Park, Corrner Woodmead Drive and Van
Reenens Avenue, Woodmead 2191
Date: 26/06/2019 05:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
