STENPROP LIMITED
(formerly GoGlobal Properties Limited)
(Incorporated in Bermuda)
(Registration number 47031)
BSX share code: STP.BH JSE share code: STP
ISIN: BMG8465Y1093
Annual financial statements for the year ended 31 March 2015
EUR1.65
EPRA NAV
PER SHARE
20.4%
INCREASE IN
NAV OVER ISSUE
PRICE OF EUR1.37
9.81 CENTS
PRO FORMA DILUTED
ADJUSTED EPRA EARNINGS
PER SHARE
7.2%
PRO FORMA
EARNINGS YIELD
ON ISSUE PRICE OF EUR1.37
Stenprop Limited (formerly GoGlobal Properties Limited) which has a primary listing on the Bermuda Stock Exchange and a
secondary listing on the Alternative Exchange of the Johannesburg Stock Exchange ("AltX"), presents its results for the year
ended 31 March 2015 ("the reporting date")
Highlights
Financial
- A dividend of 4.2 cents per share, delivering a return of 3.06% (annualised: 6.12%) on the Stenham Transaction issue price of
EUR1.37 for the six months since completion
- Pro forma diluted adjusted EPRA EPS of 9.81 cents, equating to an earnings yield of 7.16% on the Stenham Transaction
issue price of EUR1.37 or an earnings yield of 5.95% on the EPRA net asset value per share of EUR1.65 at 31 March 2015 (pro forma
means calculated as if the purchase of the property companies forming part of the Stenham Transaction had completed on
1 April 2014). Diluted IFRS EPS was 28.37 cents (2014: Loss of 7.02 cents)
- EPRA net asset value per share of EUR1.65, an increase of 20.44% on the Stenham Transaction issue price of EUR1.37. IFRS net
asset value per share was EUR1.59 (2014: EUR1.32)
- Cash balances of approximately EUR20 million available for investment following completion of post year-end and committed
transactions
Operational
- Completion of the Stenham Transaction on 2 October 2014 which included interests in 45 properties in Germany, Switzerland
and the United Kingdom with a gross value on the date of completion of EUR683.5 million
- Acquisition of Trafalgar Court, a modern A-grade multi-let office building in Guernsey for a price of GBP61.4 million (EUR83.9 million)
in March 2015 with GBP30 million (EUR41 million), funded through bank debt and the balance from available cash
- Disposal of Chiswell Street, a multi-let office block located in London, for a price of GBP48 million (EUR65.2 million) in March 2015,
delivering a net gain of GBP3.5 million (EUR4.5 million) over the 30 September 2014 valuation
- Subsequent to year-end:
- the completion in May 2015 of the acquisition in a 50:50 joint venture of 25 Argyll Street, a multi-let office building
located in the heart of London's West End, opposite the Apple Store in Regent Street, for GBP75 million (EUR104.0 million)
- the notarisation in May 2015 of Hermann Quartier, a retail shopping centre located in the high street of Neukoelln, Berlin
for EUR22.7 million
- the refinancing in May 2015 of two London properties, Euston House and Pilgrim Street, on favourable terms
Corporate
- Completion of the Stenham Transaction in October 2014 in which 232,916,809 Stenprop ordinary shares were issued at a
price of EUR1.37 per share
- Private placement of 23,333,334 new Stenprop ordinary shares at an issue price of EUR1.50 per share in March 2015
- Strengthening of the board with the appointment of Paul Arenson as CEO, Patsy Watson as CFO and Neil Marais as executive
director, the appointment of Michael Fienberg and Stephen Ball as non-executive directors in October 2014, and the
appointment of Mandy Yachad as a non-executive director in December 2014
Commentary
General Information
Stenprop Limited (formerly GoGlobal Properties Limited) (the "Company" or "Stenprop"), together with its subsidiaries
(the "Group") was incorporated in Bermuda on 26 October 2012 with registration number 47031, in accordance with section
14 of the Companies Act 1981 of Bermuda, as a Bermudan exempted company. It was listed on the Bermuda Stock Exchange
("BSX") on 15 March 2013 and, following approval from the South African Reserve Bank, it concluded an inward listing on the
Alternative Exchange of the Johannesburg Stock Exchange on 29 April 2013. Formerly known as GoGlobal Properties Limited,
it changed its name to Stenprop Limited on 9 October 2014. The Company has complied with the requirements and provisions
of the BSX during the reporting period.
The Company has a secondary listing on the Alternative Exchange of the Johannesburg Stock Exchange ("AltX"), The Company's
registered address is Williams House, 20 Reid Street, Hamilton HM 11, Bermuda. The Board of the Company, which meets and
conducts its business from Guernsey, is responsible for the management, control and strategic decision-making of the Group.
Investment strategy
Stenprop's focus is on property investment in the United Kingdom, Germany and Switzerland. Its objective is to cultivate a
diversified portfolio of investment properties delivering sustainable and growing earnings, distributions and capital growth by
investing partly in core growth areas and partly in higher yielding assets with long leases and sustainable income. It does not intend
to pursue development exposure other than value-add asset management and related development of existing assets to protect
and improve earnings and capital values. The Group is targeting an average loan to value ratio of 50%.
Business review
The Stenham Transaction
On 1 October 2014 and 2 October 2014, the Group completed a transformational transaction, in terms of which it acquired:
- various property companies which collectively had an interest in 45 properties in Germany, Switzerland and the
United Kingdom;
- the Stenham Property management business;
- various cash holding entities; and
- the external investment manager, ApexHi (UK) Limited.
The total purchase consideration for the acquisition of the property companies was calculated with reference to the net asset
value of the property companies at 31 March 2014 and amounted to EUR281.0 million. The purchase consideration for the Stenham
Property management business was EUR15.6 million and the purchase consideration for ApexHi (UK) Limited was EUR3.8 million. The
purchase consideration for the cash holding subsidiaries was EUR18.4 million.
The purchase consideration for the acquisitions was funded by the issue of 232,916,809 new Stenprop ordinary shares to the
value of EUR318,791,449 on the Bermuda Stock Exchange at an issue price of EUR1.37 per share, which was the Euro equivalent of the
net asset value per share of the Company as at 31 March 2014.
Further details of the Stenham Transaction are provided in note 26.
Disposal of Chiswell Street
This property was acquired as part of the Stenham Transaction at its 31 March 2014 valuation of GBP41.6 million, and was
subsequently revalued at GBP43.6 million at completion on 1 October 2014. Ongoing negotiations with tenants provided the
opportunity for a full scale redevelopment of the property, thus creating the potential for substantial value uplift.
In line with the Group's investment strategy to avoid development projects which negatively impact distributable earnings,
a decision was taken to dispose of the property at a premium price, unlocking a significant portion of the potential value uplift
without any of the attendant risks and without negatively impacting distributable income.
The disposal in March 2015 at a price of GBP48.3 million delivered a net gain of GBP3.5 million after costs while releasing funds for
investment in the Trafalgar Court acquisition which more closely fits the investment objectives of the Group.
Acquisition of Trafalgar Court
The acquisition of this 112,941 square foot multi-let office building in Guernsey was completed in March 2015 at a price of
GBP61.4 million. It was funded from available cash and with a GBP30 million, five year bank debt secured at an all-in rate of 3.35% per
annum. With a weighted average unexpired lease term ("WAULT") in excess of 12 years and high quality tenants, the acquisition
is expected to deliver in excess of 8% return on equity per annum.
Refinance of Hollandbay
On 24 March 2015, the Group extended the current loan facility over the portfolio known as Hollandbay to 24 March 2016. In
terms of the agreement, the Group made a voluntary prepayment of GBP1.4 million to secure the extension, bringing the loan
down to GBP4.8 million. All other terms remained unchanged.
Investment in Berlin Residential Portfolio
The Group has acquired a 10.4% shareholding in Stenham Berlin Residential Fund Limited ("SBRF") at a cost of EUR5.4 million.
SBRF holds a strategic interest in excess of 17% in ADO Limited ("ADO"), a company listed on the Tel Aviv Stock Exchange. ADO
focuses exclusively on the Berlin residential market and owns a portfolio in excess of 13,000 apartments in Berlin. Two of the
Company's executive directors, Paul Arenson and Patsy Watson, are directors on the board of ADO. ADO is in the process of
listing its wholly owned subsidiary on the Frankfurt Stock Exchange to unlock further value and potential.
Post year-end business activity
Acquisition of 25 Argyll Street
On 20 May 2015, the Group acquired a 50% interest in Regent Arcade House Holdings Limited ("RAHHL"), which owns the
property known as 25 Argyll Street. The acquisition cost of this interest was GBP18.9 million which was based on a valuation of the
property of GBP75 million. RAHHL refinanced the property with an interest only bank loan of GBP37.5 million at an all-in rate of 2.974%
per annum, with a term of five years.
Notarisation of Hermann Quartier, Neukoelln, Berlin
The acquisition of this property for a purchase price of EUR22.7 million was notarised on 11 May 2015 and is expected to complete
in mid-July. Based on indicative five year swap rates, the return on equity on this investment is expected to exceed 7% per
annum at inception.
Refinance of Euston House
On 8 May 2015, the Group refinanced the property known as Euston House on favourable terms with a five year loan to May 2020.
The new facility of GBP27,540,000 is interest only. A five year interest rate swap agreement was entered into to fix the interest rate
at an all-in rate of 3.02% per annum (previous facility: 4.54%). The Group incurred costs of GBP413,000 to break the former swap
agreement.
Refinance of Pilgrim Street
On 29 May 2015, the Group extended the existing bank loan (which was due to expire in March 2016), on the property known as
Pilgrim Street on favourable terms until March 2019. With effect from signature, the loan became interest only. An interest rate
swap agreement was entered into to fix the interest rate for the period from the prior termination date, being 23 March 2016,
until the new termination date, at an all-in rate of 2.90% per annum. An existing swap agreement results in an all-in rate of 4.11%
until 23 March 2016. The previous all-in rate on the loan was 4.96%.
Financial review
Income statement
Audited IFRS earnings for the year ended 31 March 2015
The earnings for the period to 30 September 2014 include only the results for the eight properties acquired by the Group on
25 March 2014. Subsequent to the completion of the Stenham Transaction, which is further detailed in note 26, the earnings for
the six month period since completion include the results of the entire portfolio as well as the management companies. Profit
after tax attributable to shareholders for the year was EUR37,598,804 compared with a loss of EUR37,425 in the prior period,
delivering a diluted IFRS EPS of 28.37 cents (2014: IFRS loss per share: 7.02 cents).
Management fee income relates to fees earned by the management companies for the six month period from the Stenham
Transaction completion date until year end. Prior to the Stenham Transaction, the management companies provided
management and administration services to certain property syndicates and funds which did not form part of the Stenham
Transaction. The management companies continue to earn fees from managing these entities.
Operating costs include costs of Stenprop Advisers Limited and Stenprop Management Limited, being the management
companies acquired in the Stenham Transaction ("management companies"), of EUR3.5 million for the six month period from
the Stenham Transaction completion date until year end, of which EUR2.1 million relates to staff remuneration costs (including
executive directors).
Unaudited pro forma earnings for the year ended 31 March 2015
Whilst the completion date of the acquisition by Stenprop of the various property companies in the Stenham Transaction
was 1 October 2014, which is when all material conditions were met, the transaction was effective from 1 April 2014, which is
the date at which the value of the property companies was determined. All trading results in the property companies for the
six months from 1 April 2014 to the date of acquisition, and any changes in values, were therefore for the benefit of Stenprop.
As a result, the fair value of the net assets acquired was greater than the consideration paid and hence a Gain on Acquisition
in the consolidated statement of comprehensive income was recognised on the acquisition date. In order to provide more
transparency on the performance of the acquired properties and to provide a more comprehensive view of the composition
of the gain on acquisition, a pro forma consolidated statement of comprehensive income for the year to 31 March 2015, has
been presented. The main difference between the pro forma statement of comprehensive income and the IFRS statement is
that the pro forma statement of comprehensive income has been prepared as if completion of the acquisition of the property
owning companies had taken place on 1 April 2014, which was the effective date on which risk and reward in the purchase of the
various property companies passed to Stenprop, while the IFRS statements use the completion date of the acquisition (date
that control passed), being 1 October 2014, to account for these investments.
Earnings per share is calculated on the weighted average number of shares in issue and the profit/(loss) attributable to
shareholders.
The pro forma profit after tax attributable to shareholders for the year was EUR35,058,347 after writing off all goodwill associated
with the Stenham Transaction, which is further detailed in note 26. This equates to a pro forma diluted IFRS EPS of 14.03 cents.
The pro forma headline earnings are EUR21,088,031 equating to a diluted headline EPS of 8.44 cents.
In accordance with reporting standards widely adopted across the real estate industry in Europe, the directors feel it appropriate
and useful, in addition to providing the IFRS disclosed earnings, to also disclose EPRA earnings(2).
Pro forma adjusted EPRA earnings attributable to shareholders are EUR24,532,194, equating to a pro forma diluted adjusted EPRA
EPS of 9.81 cents. This equates to an earnings yield of 7.16% on the Stenham Transaction issue price of EUR1.37 or an earnings
yield of 5.95% on the EPRA net asset value per share at 31 March 2015 of EUR1.65.
(2) The European Public Real Estate Association ("EPRA") issued Best Practices Policy Recommendations in August 2011, which provide guidelines for performance measures relevant to real estate companies. Their recommended reporting standards are widely applied across this market, aiming to bring consistency and transparency to the sector. The EPRA earnings measure is intended to show the level of recurring earnings from core operational activities with the purpose of highlighting the Group's underlying operating results from its property rental business and an indication of the extent to which current dividend payments are supported by earnings. The measure excludes unrealised changes in the value of investment properties, gains or losses on the disposal of properties and other items that do not provide an accurate picture of the Group's underlying operational performance. The measure is considered to accurately capture the long-term strategy of the Group, and is an indication of the sustainability of dividend payments.
Dividends
On 10 June 2015, the directors declared a dividend of 4.2 cents per share, relating to the six months to 31 March 2015, being
the first period of trading following the Stenham Transaction. This dividend delivers a return of 3.06% (annualised: 6.12%) on the
Stenham Transaction issue price of EUR1.37, or an annualised return of 5.1% on the EPRA NAV per share of EUR1.65.
The directors intend to offer shareholders the option to receive in respect of all or part of their Stenprop shareholding either
a scrip dividend by way of an issue of new Stenprop shares, or a cash dividend. An announcement containing details of the
dividend, the timetable and the scrip dividend will be made on 19 June 2015. The record date for the dividend is 10 July 2015 and
the dividend payment date is 16 July 2015.
Balance sheet
The IFRS (basic and diluted) net asset value per share at 31 March 2015 was EUR1.59.
As is the case with regard to the disclosure of EPRA earnings, the directors feel that it is appropriate and useful, in addition to
IFRS NAV, to also disclose EPRA NAV(3). The basic and diluted EPRA NAV per share at 31 March 2015 was EUR1.65, an increase of
20.44% on the Stenham Transaction issue price of EUR1.37 and a 13% increase on the EPRA NAV per share of EUR1.46 at the time of
completion of the Stenham Transaction. A strengthening in the Swiss Franc and Sterling against the Euro accounted for 5.5%
of the 13% increase since the Stenham Transaction, while an increase in the fair market value of the portfolio accounted for a
further 4.5%. Operational activity accounted for 2.2% with the remaining 0.8% resulting from changes in deferred tax and the
fair value of derivatives.
Portfolio valuation
United Kingdom
The UK portfolio was independently valued at GBP245.9 million at 31 March 2015, an increase of 10.8% on a like for like basis over
the valuations at 1 April 2014, the effective date of the Stenham Transaction from which risk and reward passed to Stenprop.
This represents a 5.7% increase since 1 October 2014. In Euro equivalent terms, the appreciation of Sterling against the Euro
resulted in a further 13.0% increase in values during the year. All properties in the UK are currently fully let.
The significant increase in value reflects the fact that over 59% of the UK portfolio comprises Central London multi-let office
buildings. At present, there is a structural imbalance in Central London made up of a shortage of office supply compared with
above average tenant demand for space. This is resulting in strong growth in rents and capital values.
Germany
The German portfolio (excluding associates and joint ventures) was independently valued at EUR191.7 million as at 31 March 2015
reflecting an increase of 1.1% on a like for like basis since 1 April 2014, the effective date of the Stenham Transaction.
This represents a 1.2% increase since 1 October 2014. Vacancies increased slightly from 3.2% to 4.0% over the year as a
result of development activity at the Bleichenhof property in Hamburg.
Switzerland
The Swiss portfolio was independently valued at CHF175.0 million as at 31 March 2015, reflecting no movement in the fair
value during the year. However, this represented an increase of 15.9% in Euro equivalent as a result of the unexpectedly strong
appreciation of the Swiss Franc against the Euro during the period. This arose when the Swiss Central Bank announced it was no
longer pegging its currency to the Euro.
Occupancy decreased slightly over the period to 95.0% from 96.5% as at 1 April 2014, largely as a result of one tenant vacating
the Cham property.
Joint ventures
The Care Homes portfolio independent valuation of EUR33.4 million remained unchanged during the year. This portfolio remains
fully let.
(3) The objective of the EPRA NAV measure is to highlight the fair value of net assets on an ongoing, long-term basis. EPRA NAV is used as a reporting measure to better reflect underlying net asset value attributable to shareholders. Assets and liabilities that are not expected to crystallise in normal circumstances such as the fair value of financial derivatives and deferred taxes on property valuation surpluses are therefore excluded. The EPRA measure thus takes into account the fair value of assets and liabilities as at the balance sheet date, other than fair value adjustments to financial instruments, deferred tax and goodwill. As the Group has adopted fair value accounting for investment property per IAS40, adjustments to reflect the EPRA NAV include only those relating to the revaluation of financial instruments and deferred tax.
Associates
The Nova Eventis shopping centre in Leipzig, in which the Group has a 28.40% interest, was independently valued at
EUR275 million at 31 March 2015, a 2% reduction over the valuation at 1 April 2014 of EUR280 million.
Nova Eventis has 200 tenants and is currently undergoing a period of significant leasing activity. The valuation change partly
reflects the fact that some leases are falling due for renewal.
Capital management
Stenprop's average loan to value ratio ("LTV") at 31 March 2015 was 53.8%, including joint ventures and associates. The Group
is targeting an average LTV of 50%.
The weighted average debt maturity stood at 2.2 years at 31 March 2015, with annual amortisation payments of
EUR9.8 million, while the all-in annual contracted weighted average cost of debt was 3.07%. After taking into account the post year
end debt refinances and acquisitions referred to above, weighted average debt maturity increased to 3.0 years as at 31 May 2015,
Annual amortisation payments dropped to EUR6.7 million and the all-in contracted weighted average cost of debt dropped to
2.74%. After taking into account the amortisation of the swap contract liabilities acquired by Stenprop as part of the Stenham
Transaction, the effective weighted average cost of debt at 31 March 2015 and after post year end transactions is 2.45%.
The Group does not take speculative positions on interest rate contracts and generally takes interest rate hedges on all of its
debt. At 31 March 2015, the fair value liability of Stenprop's derivative financial instruments was EUR8,188,421, including associates
and joint ventures.
Cash balances
At 31 March 2015 Stenprop had cash balances of EUR80.4 million. After taking into account cash held as security by lenders,
post year end and committed transactions, and an assumption that the dividend will be paid wholly in cash, Stenprop has
approximately EUR20 million available for investment.
Prospects
The Group expects adjusted EPRA earnings per share for the year ended 31 March 2016 to exceed 10.30 cents and to make
two distributions in respect of the year ended 31 March 2016 totalling 8.5 cents per share. This general forecast has not been
reported on by the external auditors.
The Group intends to migrate to the Main Board of the Johannesburg Stock Exchange in the third quarter of the current
financial year.
Subsequent events
Adoption of share incentive plans and creation of a charitable trust
At a Special General Meeting held on 2 June 2015, the shareholders of the Company approved the adoption of a Deferred Share
Bonus Plan and a Share Purchase Plan, as well as the creation of a charitable trust. Further details regarding the share plans are
provided in note 8 to the annual financial statements.
Independent auditors
Deloitte LLP were appointed as the independent external auditors for the financial year ended 31 March 2015. There had been
no change in this appointment since the prior year. The preparation of the financial statements remain the responsibility of the
directors.
Statement of directors' responsibilities
The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.
Bermudian company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as
issued by the IASB. The financial statements are required to give a true and fair view of the state of affairs of the Group and of
the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will
continue in business for the foreseeable future;
- follow applicable accounting standards.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the Group and to enable them to ensure that the financial statements comply with the Companies Act 1981
of Bermuda. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Statement as to disclosure of information to auditors
So far as the directors are aware, there is no relevant audit information of which the Group's auditors are unaware, and each
director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit
information and to establish that the Group's auditors are aware of that information.
Approval of annual financial statements
The consolidated annual financial statements of Stenprop Limited were approved by the Board of Directors on 10 June 2015
and are signed on their behalf by:
Michael Fienberg Paul Arenson Patsy Watson
Chairman of Audit Committee Chief Executive Officer Chief Financial Officer
Independent auditor's report to the members of
Stenprop Limited
We have audited the statutory consolidated financial statements of Stenprop Limited ("the Company") and its subsidiary
companies (together "the Group") for the period from 1 April 2014 to 31 March 2015 which comprise the consolidated statement
of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity,
the consolidated statement of cash flows and the related notes 1 to 32. The financial reporting framework that has been applied
in their preparation is applicable law and International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board ("IASB") and in accordance with the section 90 of the Companies Act 1981 of Bermuda.
This report is made solely to the Company's members, in accordance with our engagement letter dated 4 March 2015, and
in accordance with the section 90 of the Companies Act 1981 of Bermuda. Our audit work has been undertaken so that we
might state to the Company's members those matters we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the Company's
members as a body for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the
consolidated financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and
express an opinion on the statutory consolidated financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical
Standards for Auditors.
Scope of the audit of the statutory consolidated financial statements
An audit involves obtaining evidence about the amounts and disclosures in the consolidated financial statements sufficient to
give reasonable assurance that the consolidated financial statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances
and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by
the directors; and the overall presentation of the consolidated financial statements. In addition, we read all the financial and non-
financial information in the annual report to identify material inconsistencies with the audited statutory consolidated financial
statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Opinion
In our opinion the statutory consolidated financial statements:
- give a true and fair view of the state of the Group's affairs as at 31 March 2015 and of its profit for the period from
1 April 2014 to 31 March 2015;
- have been properly prepared in accordance with IFRS as issued by the IASB; and
- the financial statements have been properly prepared in accordance with the Companies Act 1981 of Bermuda.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the engagement letter requires us to report to you if, in our
opinion:
- proper accounting records have not been kept; or
- the financial statements are not in agreement with the accounting records; or
- we have not received all the information and explanations we require for our audit.
Deloitte LLP
Chartered Accountants
St Peter Port
Guernsey
Consolidated statement of comprehensive income
*Restated
Audited
for the Pro forma**
Audited period from Unaudited
for the 26 October for the
year ended 2012 to year ended
31 March 31 March 31 March
2015 2014 2015
Note EUR EUR EUR
Net rental income 6 19,341,378 54,523 34,015,080
Management fee income 1,663,160 ? 1,730,211
Operating costs 7 (5,576,963) (110,333) (7,771,478)
Net operating income/(loss) 15,427,575 (55,810) 27,973,813
Fair value movement of investment properties 15 17,955,930 ? 29,147,428
Reversal of provision for selling costs 26 ? ? 5,612,458
Investment in associates 17 455,341 ? 1,616,312
Investment in joint venture 18 777,955 ? 1,886,304
Impairment of goodwill 26 ? (9,728) (19,374,000)
Profit/(loss) from operations 34,616,801 (65,538) 46,862,315
Gain on acquisition 26 9,656,861 ? ?
Other gains and losses 9 48,526 48,333 78,480
Net loss from fair value of financial liabilities (588,559) ? (374,778)
Net finance costs 10 (5,484,408) (12,301) (10,255,910)
Net foreign exchange gain 147,816 ? 164,066
Profit/(loss) for the year/period before taxation 38,397,037 (29,506) 36,474,173
Taxation 11 (705,298) (7,919) (1,322,891)
Profit/(loss) for the year/period after taxation 37,691,739 (37,425) 35,151,282
Profit/(loss) attributable to:
Equity holders 37,598,804 (37,425) 35,058,347
Non-controlling interest 92,935 ? 92,935
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Fair value movement on interest rate swaps 25 (430,636) 4,501 (430,636)
Foreign currency translation reserve 22,050,607 ? 24,591,064
Total comprehensive profit/(loss) for the year/period 59,311,710 (32,924) 59,311,710
Total comprehensive profit/(loss) attributable to:
Equity holders 59,218,775 (32,924) 59,218,775
Non-controlling interest 92,935 ? 92,935
Earnings per share Cents Cents Cents
- IFRS EPS 13 28.43 (7.02) 14.04
- Diluted IFRS EPS 13 28.37 (7.02) 14.03
* The comparatives have been restated to reflect the change in presentational currency, see note 1.
** Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
Results derive from continuing operations.
Consolidated statement of financial position
Audited *Restated
as at Audited as at
31 March 31 March
2015 2014
Note EUR EUR
Assets
Investment properties 15 695,196,554 33,281,325
Investment in associates 17 39,651,808 ?
Investments 19 ? 286,541
Investment in joint venture 18 8,505,605 ?
Property, plant and equipment 1,805 ?
Total non-current assets 743,355,772 33,567,866
Cash 21 80,430,326 1,670,754
Accounts receivable 20 2,633,857 171,492
Other debtors 20 3,910,244 52,002
Prepayments 20 1,518,633 34,201
Total current assets 88,493,060 1,928,449
Total assets 831,848,832 35,496,315
Equity and liabilities
Capital and reserves
Share capital 12 342 19
Share premium 12 374,126,562 21,131,499
Retained earnings 37,561,379 (37,425)
Foreign currency translation reserve 22,143,336 ?
Cash flow hedge reserve 25 (518,864) 4,501
Total equity attributable to equity shareholders 433,312,755 21,098,594
Non-controlling interest 1,814,837 ?
Total equity 435,127,592 21,098,594
Non-current liabilities
Bank loans 23 296,872,794 12,586,392
Derivative financial instruments 24 5,108,197 88,227
Other loan and interest 22,843 ?
Deferred tax 28 7,230,161 ?
Total non-current liabilities 309,233,995 12,674,619
Current liabilities
Bank loans 23 68,057,714 ?
Derivative financial instruments 24 1,272 534 ?
Accounts payable and accruals 22 18,156,997 1,723,102
Total current liabilities 87,487,245 1,723,102
Total liabilities 396,721,240 14,397,721
Total equity and liabilities 831,848,832 35,496,315
IFRS net asset value per share 14 1.59 1.32
EPRA net asset value per share 14 1.65 1.33
* The comparatives have been restated to reflect the change in presentational currency, see note 1.
Consolidated statement of changes in equity
Foreign
currency Cash flow Attributable Non-
Share Share Retained translation hedge to equity controlling Total
capital premium earnings reserve reserve shareholders interest equity
EUR EUR EUR EUR EUR EUR EUR EUR
Balance at 1 April 2014 19 21,131,499 (37,425) ? 4,501 21,098,594 ? 21,098,594
Issue of share capital 323 355,853,898 ? ? ? 355,854,221 ? 355,854,221
Share issue and listing costs ? (2,858,835) ? ? ? (2,858,835) ? (2,858,835)
Novation of SWAP contract ? ? ? 92,729 (92,729) ? ? ?
Total comprehensive profit/
(loss) for the year ? ? 37,598,804 22,050,607 (430,636) 59,218,775 92,935 59,311,710
Acquisition of non-
controlling interest ? ? ? ? ? ? 1,721,902 1,721,902
Balance at 31 March 2015 342 374,126,562 37,561,379 22,143,336 (518,864) 433,312,755 1,814,837 435,127,592
Foreign
currency Cash flow Attributable Non-
Share Share Retained translation hedge to equity controlling Total
capital premium deficit reserve reserve shareholders interest equity
EUR EUR EUR EUR EUR EUR EUR EUR
Balance at 26 October 2012 ? ? ? ? ? ? ? ?
Issue of share capital 19 21,220,883 ? ? ? 21,220,902 ? 21,220,902
Share issue and listing costs ? (89,384) ? ? ? (89,384) ? (89,384)
Total comprehensive profit/
(loss) for the period ? ? (37,425) ? 4,501 (32,924) ? (32,924)
Balance at 31 March 2014 19 21,131,499 (37,425) ? 4,501 21,098,594 ? 21,098,594
Consolidated statement of cash flows
*Restated
Audited for the
Audited period from
for the 26 October
year ended 2012
31 March to 31 March
2015 2014
Note EUR EUR
Operating activities
Profit/(loss) from operations 34,616,801 (65,538)
Share of profit in associates 17 (455,341) ?
Impairment of goodwill ? 9,728
Increase in fair value of investment property 15 (17,955,930) ?
(Increase) in fair value of joint venture 18 (777,955) ?
Exchange rate losses 147,816 ?
Increase in trade and other receivables (3,924,678) (51,866)
Increase in trade and other payables 3,723,551 201,062
Interest paid (5,292,371) ?
Interest received 1,228,879 231
Tax paid (157,051) ?
Net cash from operating activities 11,153,721 93,617
Investing activities
Dividends received from trading activities 11,243 10,845
Dividends received from associates 772,480 ?
Purchases of trading investments ? (252,646)
Proceeds on disposal of trading investments 19 369,438 ?
Capital expenditure on investment properties 15 (3,413,812) ?
Proceeds on disposal of investment property 15 65,272,694 ?
Acquisition of investment in an associate 17 (5,411,255) ?
Acquisition of subsidiary 27 (83,912,970) ?
Cash obtained on acquisition of subsidiaries 26/27 42,620,915 1,229,941
Net cash from investing activities 16,308,733 988,140
Financing activities
Repayment of borrowings (23,003,577) ?
Proceeds on issue of ordinary share capital 35,000,000 605,115
Listing costs paid (1,687,564) (16,118)
Financing fees (846,114) ?
Unutilised facility fee paid (59,368) ?
New bank loans raised 27 41,016,000 ?
Net cash from financing activities 50,419,377 588,997
Net increase in cash and cash equivalents 77,881,831 1,670,754
Effect of foreign exchange rate changes 877,741 ?
Cash and cash equivalents at beginning of the year/period 1,670,754 ?
Cash and cash equivalents at end of the year/period 80,430,326 1,670,754
* The comparatives have been restated to reflect the change in presentational currency, see note 1.
Notes to the financial statements
1. Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as
issued by the IASB. The financial statements have been prepared on the historical cost basis, except for the revaluation of
investment properties and financial instruments that are measured at fair values at the end of each reporting period, as
explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in
exchange for goods and services. The principal accounting policies are set out below.
In addition, for financial reporting purposes, fair value measurements are categorised into levels 1, 2 or 3 based on the
degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurement in its entirety, which are described as follows:
Level 1 ? Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date.
Level 2 ? Inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability,
either directly or indirectly.
Level 3 ? Inputs are unobservable inputs for the asset or liability.
The financial statements are presented in Euros.
Pro forma financial information
In the interests of consistency in those areas of reporting that are seen to be of most relevance to investors and of providing
a meaningful basis of comparison for users of the financial information, the Group has prepared an unaudited pro forma
statement of comprehensive income for the 12 months ended 31 March 2015.
The pro forma statement of comprehensive income is for illustration purposes only and may not fairly represent the
Group's results of operations. The main difference between the pro forma statement of comprehensive income and the
IFRS statement is that the pro forma statement of income has been prepared as if completion of the Stenham Transaction
(as set out in Note 26) had taken place on 1 April 2014, which was the effective date on which risk and reward passed to
Stenprop in the purchase of the various property companies, while the IFRS statements use the completion date of the
acquisition (date that control passed), being 2 October 2014, to account for these investments.
The pro forma statement of comprehensive income therefore separately shows trading profits, property revaluations
and other adjustments for the 12-month financial period ended 31 March 2015. In addition, the pro forma statement
of comprehensive income discloses the notional goodwill arising on the purchase of the management companies, the
gain arising on the purchase of the property companies (which under IFRS is treated as one linked transaction), and the
recognition of the amount of the deferred consideration which is reasonably expected to become payable.
Functional and Presentational Currency
There has been a change in the Group's presentational currency since the prior year from British Pounds ("GBP") to Euro ("EUR").
From this date the financial statements are presented in Euro. This is a change in currency from the prior period and all prior
period comparatives have been restated at a rate of GBP1: EUR1.21023 being the exchange rate prevailing at 31 March 2014. The
functional currency of the Group is also considered to be Euro and was implemented with effect from 1 October 2014 as
from this date the Euro is considered to be the currency which best reflects the primary economic enviroment in which the
Group operates.
Going concern
At the date of signing these accounts, the Group has positive operating cash flow forecasts and positive net assets.
The directors have reviewed the Group's budgets for the year to 31 March 2016 and, in the light of this review and the
current financial position, they are satisfied that the Company and the Group have access to adequate resources to
meet the obligations and continue in operational existence for the foreseeable future, and specifically the 12 months
subsequent to the signing of these financial statements.
The cash flow forecasts take into account projected income and expenses; possible changes in the investment property
portfolio, including exposure to tenant credit risk; lease expiries; the raising of additional capital; the external debt;
refinancings which have occurred subsequent to the reporting date and financial loan covenants.
The directors believe that it is therefore appropriate to prepare the accounts on a going concern basis. Note 29 to the
financial statements includes the Group's objectives, policies and procedures for managing its market, interest and
liquidity risk.
2. Adoption of new and revised standards
In the current period, the following new and revised standards and interpretations have been adopted. Their adoption has
not had any material impact on the disclosures or the amounts reported in these financial statements:
- IFRS 10 Investment entities: exemption from consolidation requirements
- IAS 32 Offsetting financial assets and financial liabilities
- IAS 36 Recoverable amount disclosure for non-financial assets
- IAS 39 Novation of derivatives and continuation of hedge accounting
- IFRIC 21 Levies
At the date of authorisation of these financial statements, the following applicable standards which have not been applied
to these financial statements, were in issue but not yet effective. They are effective for periods commencing on or after
the disclosed date:
- IFRS 9 Financial instruments (1 January 2018)
- IFRS 14 Regulatory Deferral Accounts (1 January 2016)
- IFRS 15 Revenue from Contracts with Customers (1 January 2017)
- IFRS 11 (amendments) Accounting for acquisitions of interests in joint operations (1 January 2016)
Clarification of acceptable methods of depreciation and amortisation
- IAS 16 and IAS 38 (1 January 2016)
- IAS 19 Defined benefit plans: Employee contributions (1 July 2014)
- IAS 27 (amendments) Equity method in separate financial statements
Sale or contribution of assets between an investor and its associate or joint
- IFRS 10 and IAS 28 (amendments) Venture (1 January 2016)
- Annual improvements to IFRSs: 2012 ? 2014 Cycle (1 January 2016)
In addition the IASB completed its annual improvements to IFRSs 2010 ? 2012 cycle and 2011 ? 2013 cycle, which have
amended a number of existing standards for periods commencing on or after 1 July 2014.
The directors do not expect that the adoption of the standards listed above will have a material impact on the financial
statements of the Group in the future period.
3. Significant accounting policies
Basis of consolidation
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary. Specifically, the results of the subsidiaries acquired or disposed of during the period are
included in the consolidated statement of comprehensive income from the date the Company gains control until the date
when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to
the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company
and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used
into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members
of the Group are eliminated on consolidation.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the
difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained
interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-
controlling interests.
All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as
if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or
transferred to another category of equity as specified/permitted by applicable IFRS). The fair value of any investment
retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for
subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the costs
on initial recognition of an investment in an associate or jointly controlled entity.
Business combinations
The Group applies the acquisition method to account for business combinations. The cost of the acquisition is measured
at the aggregate of the fair values, at the date of completion, of assets given, liabilities incurred or assumed and equity
instruments issued by the Group in exchange for control of the acquired. The acquiree's identifiable assets, liabilities
and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the
acquisition.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest
in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
If, after reassessment, the Group's interest in the fair value of the acquiree's identifiable net assets exceeds the sum of the
consideration transferred, the amount of any non-controlling interests in the acquisition and the fair value of the acquirer's
previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a gain on
acquisition.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill
is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. Cash-
generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is
an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying
amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then
to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
Other intangible assets
Other intangible assets (if any) that are acquired by the Group, which have finite useful lives, are recognised initially at cost
and subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Subsequent
expenditure is capitalised only when it increases the future economic benefits of the asset to which it relates. Intangible
assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
Amortisation
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets,
other than goodwill, from the date that they are available for use. Subsequently, the amortisation is transferred to
a non-distributable reserve in the statement of changes in equity.
Investments in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a
joint venture. Significant interest is the power to participate in the financial and operating policy decisions of the investee
but is not control or joint control.
The results, assets and liabilities of associates are incorporated in these financial statements using the equity method
of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance
with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment
in associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to
recognise the Group's share of the profit or loss and other comprehensive income of the associate.
Joint ventures
The Group's investment properties are typically held in property specific special purpose vehicles ("SPVs"), which may be
legally structured as joint ventures. In assessing whether a particular SPV is accounted for as a subsidiary or joint venture,
the Group considers all of the contractual terms of the arrangement, including the extent to which the responsibilities
and parameters of the venture are determined in advance of the joint venture agreement being agreed between the two
parties. The Group will then consider whether it has the power to govern the financial and operating policies of the SPV,
so as to obtain benefits from its activities, and the existence of any legal disputes or challenges to this control in order to
conclude on the classification of the SPV as a joint venture or subsidiary undertaking. The Group considers this position
with the evidence available at the time.
The consolidated financial statements account for interests in joint ventures using the equity method of accounting
per IFRS 11.
Revenue recognition
The Group earns returns from investments in listed property securities and direct property assets and management
fees. Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the
Group and the amount of revenue can be measured reliably.
Revenue includes dividends and capital returns from investments in listed REITs as well as amounts receivable in respect of
property rental income and service charges earned in the normal course of business, net of sales-related taxes.
Rental income from operating leases is recognised on an accrual basis. A rent adjustment based on open market estimated
rental value is recognised from the rent review date in relation to unsettled rent reviews. Where a significant rent free period
is included in a lease, the rental income foregone is allocated evenly over the period from the date of lease commencement
to the expiry date of the lease.
Rental income from fixed and minimum guaranteed rent reviews is recognised on a straight-line basis over the entire lease
term. Where such rental income is recognised ahead of the related cash flow, an adjustment is made to ensure the carrying
value of the investment property including the accrued rent does not exceed the external valuation. Initial significant direct
costs incurred in negotiating and arrranging a new lease are amortised on a straight-line basis over the period from the
date of lease commencement to the expiry date of the lease.
Where a lease incentive payment, or surrender premium is paid to enhance the value of a property, it is amortised on a
straight-line basis over the period from the date of lease commencement to the expiry date of the lease. Upon receipt of
a surrender premium for the early determination of a lease, the profit, net of dilapidations and non-recoverable outgoings
relating to the lease concerned, is immediately reflected in income.
Contingent rents, such as turnover rents, rent reviews and indexation, are recorded as income in the periods in which they
are earned.
Management fees are recognised in the income statement on an accrual basis.
Service charge income is recognised in the accounting period in which the services are rendered and the related property
expenses are recognised in the period in which they are incurred.
Dividend income from listed securities is recognised at the date the dividend is declared. Interest income is recognised in
the consolidated statement of comprehensive income under the effective interest method as it accrues.
Foreign currencies
The individual financial statements of each group company are presented in the currency of the primary economic
environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the
results and financial position are expressed in EUROs, which is the functional currency of the Group and the presentation
currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's
functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions.
At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are translated at
the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are
translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not retranslated. Exchange difference are recognised in profit or loss for
the period in which they arise.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations
are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the
average exchange rates for the period. Exchange differences arising are recognised in other comprehensive income and
accumulated in equity (attributed to non-controlling interests as appropriate).
Borrowing costs
Interest costs are recognised in the consolidated statement of comprehensive income using the effective interest rate
method.
Borrowing costs directly attributable to arranging finance are amortised over the facility term to the consolidated
statement of comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax, in those jurisdictions where the property
companies are registered, namely Germany, Switzerland and the United Kingdom. In addition, Stenprop Management
Limited incurs tax in the United Kingdom.
Current tax
Tax currently payable is based on taxable profit for the year. The Group's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets
arising from deductible temporary differences associated with such investments and interests are only recognised to the
extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary
differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that
it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability
is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the
end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that
would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to
settle its current tax assets and liabilities on a net basis.
Non-controlling interest
Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from
the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original
business combination and the non-controlling interests' share of the changes in equity since the date of the combination.
Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests
having a deficit balance.
Investment properties
Properties held to earn rentals and/or for capital appreciation are classified as investment properties. Investment
properties comprise both freehold and leasehold land and buildings.
Investment properties are recognised as assets when:
- it is probable that the future economic benefits that are associated with the investment property will flow to the Group;
- there are no material conditions precedent which could prevent completion, and
- the cost of the investment property can be measured reliably.
Investment properties are measured initially at cost, including related transaction costs. After initial recognition,
investment properties are carried at fair value.
The Group uses the valuations prepared by its independent valuers as the fair value of its investment properties.
These valuations are undertaken in accordance with the appropriate sections of the current Practice Statements contained
in the Royal Institution of Chartered Surveyors Valuation ? Professional Standards (Red Book). This is an internationally
accepted basis of valuation. The valuations are based upon assumptions including contractual and estimated rental
values, future rental income, anticipated maintenance costs, future development costs and appropriate discount rates.
The valuers also make reference to market evidence of transaction prices for similar properties.
The difference between the fair value of a property at the reporting date and its carrying amount prior to
re-measurement is included in the consolidated statement of comprehensive income as a valuation surplus or deficit.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an
original maturity of three months or less.
Expenditure
Expenses are accounted for on an accrual basis.
Financial instruments
Classification
A financial instrument is a contract that gives rise to a financial asset to one entity and a financial liability or equity
instrument to another. The classification of financial assets and financial liabilities depends on the nature and purpose
of the instrument and is determined at the time of initial recognition. Debt and equity instruments are classified as either
financial liabilities or as equity in accordance with the substance of the contractual agreement.
Measurement
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to
the acquisition or issue of financial assets and financial liabilities (other than financial assets at fair value through profit or
loss ("FVTPL")) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on
initial recognition.
Transactions costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised
immediately in the statement of comprehensive income.
Financial assets
The Group classifies its financial assets as either at fair value through profit and loss or as loans and receivables.
Recognition and derecognition
Purchases and sales of listed securities are recognised on the trade date which is when the Group commits to purchase or
sell the assets. Other financial assets are recognised when the Group becomes party to the contractual provisions of the
instrument.
After initial recognition, the Group measures financial assets designated at FVTPL at fair values without any deduction for
transaction costs it may incur on their disposal.
The fair value of quoted financial assets is their bid price at the financial year-end. If the market for a financial asset is not
active, the fair value is estimated using valuation techniques. These include a review of recent arm's length transactions,
references to current fair market value of another instrument that is substantially the same as that being valued and
discounted cash flow analysis. Where discounted cash flow analysis is used, estimated future cash flows are based on
management's estimates and the discount rate is a market-related rate at the financial year-end for a financial asset with
similar terms and conditions. Where other pricing models are used, inputs are based on observable market indicators at
the financial year-end.
Realised and unrealised gains and losses arising from changes in fair value of financial assets at FVTPL are included in the
statement of comprehensive income in the period in which they arise.
Loan and receivables are measured at amortised cost using the effective interest method, less impairment losses which
are recognised in the statement of comprehensive income. Financial liabilities are measured at amortised cost using the
effective interest rate method. In the case of short-term trade receivables and payables, the impact of discounting is not
material and cost approximates amortised cost.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset have expired
or have been transferred and the Group has transferred substantially all risks and rewards of ownership of the asset to
another entity.
Financial assets designated at fair value through profit or loss ("FVTPL")
Financial assets designated at fair value through profit or loss include the Group's investment in listed securities.
Financial assets are classified in this category if they are so designated by management and the asset forms part of a group
of financial instruments that is managed, evaluated and reported to the appropriate level of management using a fair value
basis in accordance with a documented risk management or investment strategy.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They include current assets with maturities or terms greater than 12 months after the reporting dates
which are classified as non-current assets.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts (including all fees and points paid or received that from an integral part of the effective interest rate, transaction
costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter
period, to the net carrying amount on initial recognition.
Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period.
Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events
that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investments have
been affected.
Objective evidence of impairment could include:
- significant financial difficulty of the issuer or counterparty, or
- breach of contract, such as a default or delinquency in interest or principal payments, or
- it becoming probable that the borrower will enter bankruptcy or financial reorganisation.
For financial assets carried at amortised cost, the amount of the impairment loss is measured as the difference between
the asset's carrying amount and present value of the estimated future cash flows, discounted at the financial assets
original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets, with the
exception of trade receivables, where the carrying amount is reduced through the use of a provision account. When a trade
receivable is considered uncollectable, it is written off against the provision account. Changes in the carrying amount of
the provision account are recognised in the statement of comprehensive income in the period.
For financial assets measured at amortised cost if, in a subsequent period, the amount of the impairment loss decreases
and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed through the statement of comprehensive income to the extent that the carrying
amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have
been had the impairment not been recognised.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the
contractual agreement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its
liabilities. Ordinary shares are classed as equity. Equity instruments issued by the Group are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
The Group's financial liabilities comprise interest-bearing borrowings, loans and payables and trade payables.
Recognition and derecognition
Financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument.
The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or they expire.
Derivatives
Interest rate swaps have been initially recognised at fair value, and subsequently re-measured at fair value in accordance
with IAS39, Financial Instruments: Recognition and Measurement. They have been entered into in order to hedge against
the exposure to variable interest rate loans as described in note 24. They have been valued by an Independent valuer in line
with internationally accepted practice.
A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is
recognised as a financial liability. A derivative is presented as a non-current asset or non-current liability if the remaining
maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other
derivatives are presented as current assets or current liabilities.
Hedge accounting
The Group designates some derivative hedging instruments as cash flow hedges. At the inception of the hedge
relationship, the Group will document the relationship between the hedging instrument and the hedged item, along with its
risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception
of the hedge and on an ongoing basis, the Group will document the relative effectiveness of each hedging instrument.
Note 25 sets out the details of the fair values of the derivative instruments used for hedging purposes.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flows hedges is
recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately
in profit or loss, and is included in the 'other gains and losses' in note 9.
Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or
loss in the periods when the hedged item is recognised in profit and loss, in the same line of the income statement as
the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-
financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity
and included in the initial measurement of the cost of the non-financial liability.
Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires
or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any gain or loss recognised in other
comprehensive income at that time is accumulated in equity and is recognised when the forecast transaction is ultimately
recognised in the statement of comprehensive income. When a forecast transaction is no longer expected to occur, the
gain or loss accumulated in equity is recognised immediately in the statement of comprehensive income.
Trade and other receivables
These are valued at their nominal value (less accumulated impairment losses) as the time value of money is immaterial for
these current assets. Impairment losses are estimated at the year-end by reviewing amounts outstanding and assessing
the likelihood of recoverability.
Trade and other payables
Trade and other payables are valued at their nominal value as the time value of money is immaterial for these current
liabilities.
Provisions
A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation
as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the
obligation can be reliably measured. If the effect is material, provisions are determined by discounting the expected future
cash flows at a rate that reflects the current market assessments of the time value of money and where appropriate, the
risks specific to the obligation.
Dividends
Dividends to the Group's ordinary shareholders are recognised when they are declared. This is when they are approved by
the directors.
Earnings/(Loss) per share
Earnings per share is calculated on the weighted average number of shares in issue in respect of the current period and is
based on the profit attributable to the ordinary shareholders.
4. Critical accounting judgements and key source of estimation uncertainty
Judgements and estimates
The preparation of the financial statements in accordance with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise judgement in the process of applying the Group's accounting policies.
Although the estimates are based on management's best knowledge of the amount, events or actions, actual results may
ultimately differ from those estimates.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting
year, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year, are discussed below.
Business combinations
In accounting for the Stenham Transaction (being the acquisition of the property companies and management
companies detailed in note 26), the directors have been required to make a number of key judgements, namely the
acquisition date for the transaction, whether to account for the transaction as separate individual transactions or
as one transaction, the fair value of assets and liabilities acquired, and the fair value of actual and deferred consideration.
Having reviewed the characteristics of the Stenham Transaction, this has been accounted for as one transaction as the
directors consider that the components of the Stenham Transaction are part of a linked transaction in creating an integrated
property business with fully internalised management, business systems and strategic objectives. The acquired assets
were selected in order to fulfil a total return strategy for the business, comprising both dividend yield and growth in value,
and are viewed by management and the board as one business delivering returns from a European portfolio of commercial
properties. The fair value of assets and liabilities acquired and the fair value of consideration are shown in note 26.
Investment properties
As described above, the Group's investment properties are stated at estimated fair value, based on an independent
external appraisal. The valuation of the Group's property portfolio is inherently subjective due to a number of factors
including the individual nature of the property, its location and the expectation of future rentals. As a result, the valuations
placed on the property portfolio are subject to a degree of uncertainty and are made on the basis of assumptions that
may not prove to be accurate particularly in years of volatility or low transaction flow in the market. The estimated market
value may differ from the price at which the Group's assets could be sold at a particular time, since actual selling prices are
negotiated between willing buyers and sellers. As a result, if the assumptions prove to be false, actual results of operations
and realisation of net assets could differ from the estimates set forth in these financial statements, and the difference
could be significant.
Intangible assets
Management are required to measure the fair value of all assets and liabilities acquired as at the date of acquisition, including
any assets or liabilities which may not have been recognised in the underlying company balance sheets . In accordance
with IFRS 3 in accounting for the Stenham Transaction (further detailed in Note 26), management have ensured that all
assets and liabilities, including any intangible assets, have been identified. A best estimate of the fair value thereof has
been calculated as at the transaction date. The total balance of intangibles acquired as at the date of the transaction was
not considered material to the financial statements.
5. Operating segments
The Group is focused on real estate investment in well-developed, large economies with established real estate markets.
The investment portfolio is geographically diversified across Germany, the United Kingdom and Switzerland, and these
geographical locations provide the basis of the business segments identified by the Group. Each segment derives its
revenue from the rental of investment properties in the respective geographical regions.
Relevant financial information is set out below:
(i) Information about reportable segments
United
Germany Kingdom Switzerland TOTAL
EUR EUR EUR EUR
Year ended 31 March 2015
Net rental income 4,859,562 10,547,974 3,933,842 19,341,378
Fair value movement of investment properties 2,059,414 16,374,092 (477,576) 17,955,930
Net loss/(gain) from fair value of financial liabilities 34,459 242,043 (865,061) (588,559)
Investment in associates 246,371 246,371
Investment in joint venture 777,956 777,956
Net finance costs (1,462,586) (3,096,438) (925,739) (5,484,763)
Operating costs (395,582) (806,692) (230,825) (1,433,099)
Gain on acquisition 5,668,286 20,294,783 3,057,454 29,020,523
Total profit per reportable segments 11,787,880 43,555,762 4,492,095 59,835,737
As at 31 March 2015
Investment properties 191,704,001 336,235,496 167,257,057 695,196,554
Investment in associates 39,611,141 ? ? 39,611,141
Investment in joint venture 8,505,605 ? ? 8,505,605
Cash 46,687,147 27,083,078 4,558,120 78,328,345
Other 2,763,047 2,109,523 910,264 5,782,834
Total assets 289,270,941 365,428,097 172,725,441 827,424,479
Borrowings ? bank loans (125,417,007) (144,371,177) (95,142,324) (364,930,508)
Other (5,403,204) (12,892,131) (9,763,054) (28,058,389)
Total liabilities (130,820,211) (157,263,308) (104,905,378) (392,988,897)
United
Germany Kingdom Switzerland TOTAL
EUR EUR EUR EUR
For the period from 26 October 2012 to 31 March 2014
Net rental income ? 54,523 ? 54,523
Net finance costs ? (12,301) ? (12,301)
Operating costs ? (110,333) ? (110,333)
Total loss per reportable segments ? (68,111) ? (68,111)
As at 31 March 2014
Investment properties ? 33,281,325 ? 33,281,325
Investment in listed securities ? 286,541 ? 286,541
Cash ? 1,670,754 ? 1,670,754
Other ? 257,695 ? 257,695
Total assets ? 35,496,315 ? 35,496,315
Borrowings ? bank loans ? (12,586,392) ? (12,586,392)
Other ? (1,811,329) ? (1,811,329)
Total liabilities ? (14,397,721) ? (14,397,721)
United
Germany Kingdom Switzerland TOTAL
EUR EUR EUR EUR
Pro forma unaudited for the year ended 31 March 2015
Net rental income 9,462,984 17,031,927 7,520,169 34,015,080
Fair value movement of investment
properties 2,063,166 27,507,520 (423,258) 29,147,428
Net (loss)/gain from fair value of financial liabilities (359,410) 839,777 (855,145) (374,778)
Investment in associates 1,407,342 ? ? 1,407,342
Investment in joint venture 1,886,304 ? ? 1,886,304
Net finance costs (3,148,314) (5,330,217) (1,775,800) (10,254,331)
Operating costs (1,277,528) (1,613,663) (789,240) (3,680,431)
Total profit per reportable segments 10,034,544 38,435,344 3,676,726 52,146,614
(ii) Reconciliation of reportable segment profit or loss
Restated
Audited for
the period Pro forma*
Audited from unaudited
for the 26 October for the
year ended 2012 year ended
31 March to 31 March 31 March
2015 2014 2015
EUR EUR EUR
Rental income
Net rental income for reported segments 19,341,378 54,523 34,015,080
Profit or loss
Fair value movement of investment properties 17,955,930 ? 29,147,428
Net (loss)/gain from fair value of financial liabilities (588,559) ? (374,778)
Investment in associates 246,371 ? 1,407,342
Investment in joint venture 777,955 ? 1,886,304
Net finance costs (5,484,763) (12,301) (10,254,331)
Operating costs (1,433,098) (110,333) (3,680,431)
Gain on acquisition 29,020,523 ? ?
Total profit/(loss) per reportable segments 59,835,737 (68,111) 52,146,614
Other profit or loss ? unallocated amounts
Management fee income 1,663,160 ? 1,730,211
Investment in associates 208,970 ? 208,970
Net finance costs 354 ? (1,579)
Gain on acquisition (19,363,662) ? ?
Tax, legal and professional fees (213,334) ? (213,334)
Audit fees (312,569) ? (318,571)
Administration fees (188,310) ? (188,310)
Non-executive directors (97,428) ? (97,428)
Staff remuneration costs (2,073,426) ? (2,073,426)
Other operating costs (1,258,797) ? (1,199,978)
Reversal of provision for selling costs ? ? 5,612,458
Impairment of goodwill ? (9,728) (19,374,000)
Other gains and losses 48,526 48,333 78,480
Net foreign exchange losses 147,816 ? 164,066
Consolidated profit/(loss) before taxation 38,397,037 (29,506) 36,474,173
* Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
(iii) Reconciliation of reportable segment financial position
Audited as at Restated
year ended Audited as at
31 March to 31 March
2015 2014
EUR EUR
ASSETS
Investment properties 695,196,554 33,281,325
Investment in associates 39,611,141 ?
Investment in joint venture 8,505,605 ?
Investment in listed securities ? 286,541
Cash 78,328,345 1,670,754
Other 5,782,834 257,695
Total assets per reportable segments 827,424,479 35,496,315
Other assets ? unallocated amounts
Investment in associates 40,667 ?
Cash 2,101,981 ?
Other 2,281,705 ?
Total assets per consolidated statement of financial position 831,848,832 35,496,315
LIABILITIES
Borrowings ? bank loans (364,930,508) (12,586,392)
Other (28,058,389) (1,811,329)
Total liabilities per reportable segments (392,988,897) (14,397,721)
Other liabilities ? unallocated amounts
Other (3,732,343) ?
Total liabilities per consolidated statement of financial position (396,721,240) (14,397,721)
6. Net rental income
Restated
Audited for
the period Pro forma**
Audited from unaudited
for the 26 October for the
year ended 2012 year ended
31 March to 31 March 31 March
2015 2014 2015
EUR EUR EUR
Rental income 20,602,444 54,524 37,477,231
Other income ? tenant recharges 2,895,454 1,297 4,559,849
Other income 669,364 ? 149,604
Rental income 24,167,262 55,821 42,186,684
Direct property costs (4,825,884) (1,298) (8,171,604)
Total net rental income 19,341,378 54,523 34,015 080
7. Operating costs
Restated
Audited for
the period Pro forma**
Audited from unaudited
for the 26 October for the
year ended 2012 year ended
31 March to 31 March 31 March
2015 2014 2015
EUR EUR EUR
Tax, legal and professional fees 756,561 43,167 1,114,142
Audit fees 303,189 12,798 309,191
Administration fees 219,344 14,969 350,750
Investment advisory fees 640,512 7,056 739,005
Asset management fees* ? ? 1,632,832
Non-executive directors 97,428 31,168 97,428
Staff remuneration costs 2,073,426 ? 2,073,426
Other operating costs 1,486,503 1,175 1,454,704
5,576,963 110,333 7,771,478
* Asset management fees were paid for the six months from 1 April 2014. With effect from 2 October 2014, management was internalised and no further
asset management fees were payable by Stenprop. Stenprop therefore bears the direct costs of management from 2 October 2014.
** Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
8. Employees' and directors' emoluments
The management businesses which employ the Group's employees were acquired on 2 October 2014 (refer note 26). The Group had
20 (2014: 0) employees at year-end and incurred EUR1,866,571 (2014: EUR0) in wages and salaries and EUR206,855 (2014: EUR0) in related social
security costs and pension charges during the year.
Their aggregate remuneration for the period including that of executive directors is:
Restated
Audited for
the period
Audited from
for the 26 October
year ended 2012
31 March to 31 March
2015 2014
EUR EUR
Wages and salaries (excluding key management) 1,456,399 ?
Key management remuneration 410,172 ?
Social security costs 119,691 ?
Other pension costs 87,164 ?
2,073,426 ?
As at 31 March 2015, the Group had 9 directors (2014:7). The directors of the Company during the financial year and at the date of this
report were as follows:
Non-executive directors Appointed Change in appointment
G Leissner* 03/12/2012 Appointed Chairman 02/10/2014
H Esterhuizen 03/12/2012 Resigned 02/10/2014
C ]osling 03/12/2012 Resigned 02/10/2014
S Melnick 03/12/2012 Resigned 02/10/2014
D Brown 25/09/2013
J Keyes 26/10/2012
M Yachad 10/12/2014
M Fienberg 02/10/2014
S Ball 02/10/2014
* G Leissner was an executive director until 2/10/2014, when he was appointed Chairman
Executive directors Appointed Change in appointment
P Arenson (CEO) 02/10/2014
P Watson (CFO) 02/10/2014
N Marais 02/10/2014
D Smith 01/05/2014 Resigned 02/10/2014
P Goetsch 03/12/2012 Resigned 30/04/2014
The Group pays remuneration to executive directors which amounted to EUR410,172 (2014: EURNil) and non-executive directors which
amounted to EUR97,428 (2014: EUR31,168) for the period. A breakdown of directors' remuneration is provided below:
Audited for
the period
Audited from
for the 26 October
year ended 2012
31 March to 31 March
2015 2014
EUR EUR
Executive directors
P Arenson (appointed 2 Oct 2014) 180,628 ?
P Watson (appointed 2 Oct 2014) 143,594 ?
N Marais (appointed 2 Oct 2014) 85,950 ?
410,172 ?
Non-executive directors
J Keyes 11,981 5,294
G Leissner 25,792 1,525
D Brown 7,924 1,987
M Fienberg (appointed 2 Oct 2014) 22,845 ?
S Ball (appointed 2 Oct 2014) 18,750 ?
M Yachad (appointed 10 Dec 2014) 2,816* ?
H Esterhuizen (resigned 2 Oct 2014) 3,264 8,068
C Josling (resigned 2 Oct 2014) 3,264 8,068
S Melnick (resigned 2 Oct 2014) 792 1,525
P Goetsch (resigned 30 Apr 2014) ? 1,525
D Smith (appointed 1 May 2014/resigned 2 Oct 2014) ? ?
S Ward (resigned 25 Sep 2013) ? 3,176
97,428 31,168
* These fees were paid to Peregrine SA Holdings Proprietary Limited.
The above non-executive fees include all management, consulting, technical or other fees paid for such services rendered, including
payments to management companies. During the reporting period, no bonuses, performance-related payments, nor expense
allowances were paid to the directors. The Company did however, accrue for these items for the year ended 31 March 2015 and further
detail is included on page 32.
At a Special General Meeting on 2 June 2015, shareholders approved the adoption of a Deferred Share Bonus Plan and a Share Purchase
Plan. Details of the Plans are available on the website at www.stenprop.com.
On 10 June 2015, the board of directors, on the recommendation of the remuneration committee, approved the following:
Bonuses in respect of the year ended
31 March 2015 # Share Purchase Plan
Deferred
Share
Cash bonus Bonus Plan* Number Loans Number
Executive directors EUR EUR of shares EUR of shares^
Paul Arenson 170,900 256,350 179,266 3,813,333 2,666,667
Patsy Watson 136,720 205,080 143,413 3,122,166 2,183,333
Neil Marais 53,150 20,508 14,341 157,912 110,428
360,770 481,938 337,020 7,093,411 4,960,428
# Based on the year end exchange rate of GBP1:EUR1.3672.
* Share options vest in three equal tranches. The first tranche will vest on 11 June 2015. Subsequent tranches will vest in accordance with the rules of
the Deferred Share Bonus Plan on 31 March 2016 and 31 March 2017.
^ Shares will be issued on 11 June 2015.
Loans advanced under the share purchase plan are interest-bearing at a rate equal to the average interest rate incurred by the Group from
time to time. Interest is payable six monthly in arrear. Loans are repayable within 30 days of cessation of employment (unless the participant
ceases employment in circumstances beyond his or her control, in which case the loan is repayable within 12 months), and must in all
circumstances be repaid in 10 years. All dividends paid to such employees (or his or her nominee) by virtue of their shareholding, must first
be utilised to discharge any interest outstanding in terms of the loan advanced in terms of the Share Purchase Plan.
Directors' interests
Breakdown of Directors' beneficial indirect holdings in the Company at 31 March 2015:
Direct Indirect Number
number of % number % of share %
shares of shares of shares of shares options held of shares
G Leissner (Chairman) ? 422,034 0.16 ?
D Brown ? ? ?
J Keyes ? ? ?
M Yachad ? ? ?
M Fienberg ? 114,994 0.04 ?
S Ball ? 250,000 0.09 ?
P Arenson (CEO) 97,783 0.04 4,774,041 1.75 145,782* 0.05
P Watson (CFO) ? ? 145,782* 0,05
N Marais ? ? ?
* In terms of the Stenham Transaction (detailed in Note 26) 145,782 ordinary shares valued at EUR200,000 at the time of the transaction, were awarded to
each of P Watson and P Arenson on 2 October 2014 at a strike price of EUR1.37. These share options vest over a two-year period on 30 September 2015 and
30 September 2016 respectively, subject to the directors still being in the employ of the Group at vesting date.
The directors' interests have not changed up to the date of signing these financial statements.
Breakdown of directors' beneficial indirect holdings in the Company at 31 March 2014:
At 31 March 2014 no director had any direct interest in the shares of the Company.
Sean Melnick was the deputy chairman of, and had a beneficial interest of 16.7% in the issued share capital of Peregrine Holdings Limited
("Peregrine"). Peregrine had an indirect interest of 29.4% in the issued share capital of the Company at that date. Sean Melnick resigned
as a director of the Company on 2 October 2014.
9. Other gains and losses
Restated
Audited for
the period Pro forma**
Audited from unaudited
for the 26 October for the
year ended 2012 year ended
31 March to 31 March 31 March
2015 2014 2015
EUR EUR EUR
Loss on disposal of subsidiaries (25,556) ? (25,556)
Dividends received from investments 7,651 14,438 24,831
Fair value movement on financial investments (refer note 19) 66,431 33,895 79,205
48,526 48,333 78,480
10. Net finance costs
Restated
Audited for
the period Pro forma**
Audited from unaudited
for the 26 October for the
year ended 2012 year ended
31 March to 31 March 31 March
2015 2014 2015
EUR EUR EUR
Interest receivable:
Cash and cash equivalents 8,879 231 12,024
8,879 231 12,024
Finance costs:
Bank interest payable (5,135,957) (7,716) (9,846,171)
Unutilised facility fee (59,368) (915) (49,744)
Amortisation of facility costs (297,962)* (3,901) (372,019)
(5,493,287) (12,532) (10,267,934)
Net finance costs (5,484,408) (12,301) (10,255,910)
* This figure includes amortised finance costs of EUR21,580 which are further disclosed in note 23.
** Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
11. Taxation
(i) Tax recognised in profit and loss
Restated
Audited
for the Pro forma*
Audited period from unaudited
for the 26 October for the
year ended 2012 year ended
31 March to 31 March 31 March
2015 2014 2015
EUR EUR EUR
Income tax in respect of current year 578,061 7,919 622,104
Deferred tax (see note 28) 127,237 ? 700,787
Total tax expense 705,298 7,919 1,322,891
* Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
No tax was recognised on other comprehensive income during the period (2014: Nil).
The Company is subject to the standard rate of corporate income tax of 0% in Bermuda. As the tax expense arises in jurisdictions
outside of Bermuda, a full tax reconciliation of the relationship between the tax expense and accounting loss has not been included
in these financial statements. The Group suffers tax on rental income from its investment properties, after deduction for allowable
rental expenses. The rate of corporate income tax depends on the jurisdiction in which the property is situated being:
- Germany 15.85%;
- United Kingdom 20%; and
- Switzerland (depending on the district in which the property is situated). Average rate of 27.72%.
(ii) Reconciliation of tax charge for the year/period
Restated
Audited
for the Pro forma*
Audited period from Unaudited
for the 26 October for the
year ended 2012 year ended
31 March to 31 March 31 March
2015 2014 2015
EUR EUR EUR
Profit/(loss) for the year/period before taxation 38,397,037 (29,506) 36,474,173
Tax provided at applicable rate in Bermuda ? ? ?
Tax charge in respect of different jurisdictions (705,298) (7,919) (1,322,891)
Profit/(loss) for the year/period after taxation 37,691,739 (37,425) 35,151,282
* Readers are referred to note 1 where the basis of preparation of the pro for a information is explained.
12. Share capital
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Authorised
1,000,000,000 ordinary shares with a par value of EUR0.000001258 each 1,258 1,258
Audited
for the
Audited period from
for the 26 October
year ended 2012 to
31 March 31 March
2015 2014
Issued share capital
Opening balance 15,986,003 ?
Issue of new shares 256,250,143 15,986,003
Closing number of shares issued 272,236,146 15,986,003
EUR EUR
Share capital 342 19
Share premium 376,985,397 21,220,883
Less: Acquisition/transaction costs (2,858,835) (89,384)
Total share premium 374,126,562 21,131,499
There were no changes made to the number of authorised shares of the Company during the year under review. Stenprop Limited has
one class of share; all shares rank equally and are fully paid.
Shareholders are referred to an announcement dated 24 October 2014 confirming that, for the purposes of changing the currency
denomination of the share capital of the Company, a GBP:EUR exchange rate of GBP1.00:EUR1.258 was used at Stenham Transaction date,
resulting in an authorised share capital of EUR1,258 comprising 1,000,000,000 common share of EUR0.000001258 each.
The Company has 272,236,146 (March 2014: 15,986,003) ordinary shares in issue at the reporting date which have a primary listing on BSX
and a secondary listing on AltX. On 2 October 2014 the Company completed the acquisition of the various property and management
companies in consideration for an issue of new ordinary shares in the Company. On 1 October 2014 and 2 October 2014 respectively,
218,794,917 and 14,121,892 new ordinary shares were issued on the BSX at an issue price of EUR1.37 per share as consideration for the
purchase of the property and management companies.
On 20 March 2015 the Company placed 23,333,334 ordinary shares with invited investors at an issue price of EUR1.50 per share.
Share based payment awards
At the time of the Stenham Transaction, the Company committed to issue 291,563 ordinary shares to directors (the estimated value
of which was EUR400,000 at the time) over a two-year period subject to those directors still being employed. Although this represents a
share based payment under IFRS2: Share based payments, this has been treated as a cost of the shares issued as part of the Stenprop
Transaction and has been classified as a liability. This treatment is not consistent with the Group's policy to recognise the fair value of
share based payments in a share based payment reserve over the vesting period; however, management considers the impact of the
difference in treatment to be immaterial.
Major shareholders
As at the financial year end there were 2,026 shareholders in the Company. In terms of the Companies Act 1981 of Bermuda, there is no
requirement for registered shareholders to disclose their beneficial shareholdings and accordingly the Company is only able to provide
disclosure on the shareholdings which have been voluntarily provided. Known shareholders holding in excess of 5% of the Company's
share capital are detailed below:
Beneficial shareholder greater than 5% % of issued share capital
Peregrine Holdings Ltd (direct and indirect interest) 6.45
13. Earnings and net asset value per ordinary share
Reconciliation of profit for the period to adjusted EPRA earnings
Restated
Audited for
the period Pro forma*
Audited from unaudited
for the 26 October for the
year ended 2012 year ended
31 March to 31 March 31 March
2015 2014 2015
EUR EUR EUR
Earnings/(loss) per IFRS income statement attributable to shareholders 37,598,804 (37,425) 35,058,347
Adjustments to calculate EPRA earnings, exclude:
Changes in fair value of investment properties (17,955,930) ? (29,147,428)
Reversal of provision for selling costs ? ? (5,612,458)
Reversal of gain on acquisition (9,656,861) ? ?
Reversal of impairment of goodwill ? ? 19,374,000
Changes in fair value of financial instruments 588,559 ? 374,778
Deferred tax in respect of EPRA adjustments 127,237 ? 700,787
Adjustments above in respect of joint ventures and associates
Changes in fair value 1,056,615 ? 1,490,570
Deferred tax in respect of EPRA adjustments (158,493) ? (223,585)
EPRA earnings/(loss) attributable to shareholders 11,599,931 (37,425) 22,015,011
Further adjustments to arrive at Adjusted EPRA earnings
Straight-line unwind of purchase swaps 1,244,342 ? 2,517,183
Adjusted earnings/(loss) attributable to shareholders 12,844,273 (37,425) 24,532,194
Weighted average number of shares in issue 132,254,338 533,175 249,669,935
Share-based payments award (note 12) 291,563 ? 291,563
Diluted weighted average number of shares in issue 132,545,901 533,175 249,961,498
Earnings per share cents cents cents
IFRS EPS 28.43 (7.02) 14.04
Diluted IFRS EPS 28.37 (7.02) 14.03
EPRA EPS 8.77 (7.02) 8.82
Diluted EPRA EPS 8.75 (7.02) 8.81
Adjusted EPRA EPS 9.71 (7.02) 9.83
Diluted adjusted EPRA EPS 9.69 (7.02) 9.81
* Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
Straight-line unwind of purchase swaps
A further adjustment was made to the EPRA earnings attributable to shareholders and relates to the straight line unwind of the value as
at 1 April 2014 of the swap contracts in the property companies acquired. When the property companies were acquired by Stenprop with
effect from 1 April 2014, it also acquired the bank loans and swap contracts which were in place within these property companies. As a
result, Stenprop took over loans with higher swap interest rates than would have been the case had new loans and swaps been put in place
at 1 April 2014. To compensate for this, the value of the swap breaks costs was calculated at 1 April 2014 and the purchase consideration
for the property companies was reduced accordingly to reflect this liability.
Reconciliation of profit for the period to headline earnings
Audited for
the period Pro forma*
Audited from unaudited
for the 26 October for the
year ended 2012 year ended
31 March to 31 March 31 March
2015 2014 2015
EUR EUR EUR
Earnings/(loss) per IFRS income statement attributable to shareholders 37,598,804 (37,425) 35,058,347
Adjustments to calculate headline earnings, exclude:
Changes in fair value of investment properties (17,955,930) ? (29,147,428)
Reversal of provision for selling costs ? ? (5,612,458)
Reversal of gain on acquisition (9,656,861) ? 19,374,000
Changes in fair value of financial instruments (430,636) 4,501 (430,636)
Deferred tax in respect of Headline earnings adjustments 127,237 ? 700,787
Adjustments above in respect of joint ventures and associates
Changes in value of investment properties 1,359,580 ? 1,346,580
Deferred tax (203,937) ? (201,162)
Headline earnings/(loss) attributable to shareholders 10,838,257 (32,924) 21,088,031
Earnings per share cents cents cents
Headline EPS 8.20 (6.18) 8.45
Diluted headline EPS 8.18 (6.18) 8.44
* Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
14. Net asset value per ordinary share
Net asset value per share
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Net assets attributable to equity shareholders 433,312,755 21,098,594
Adjustments to arrive at EPRA net asset value:
Derivative financial instruments 6,380,731 88,227
Deferred tax 7,230,161 ?
Adjustments above in respect of joint ventures and associates 2,504,354 ?
EPRA net assets attributable to shareholders 449,428,001 21,186,821
Number of shares in issue 272,236,146 15,986,003
Share-based payment award (note 12) 291,563 ?
Diluted number of shares in issue 272,527,709 15,986,003
Net asset value per share (basic and diluted) cents cents
IFRS net asset value per share 1.59 1.32
EPRA net asset value per share 1.65 1.33
15. Investment property
The fair value of the consolidated investment properties at 31 March 2015 was EUR695,196,554 (31 March 2014: EUR33,281,325).
The carrying amount of investment property is the fair value of the property as determined by registered independent appraisers having
an appropriate recognised professional qualification and recent experience in the location and category of the property being valued
("valuers").
The fair value of each of the properties for the year ended 31 March 2015 was assessed by the valuers in accordance with the RICS
standards and IFRS 13.
The valuations performed by the independent valuers are reviewed internally by senior management. This includes discussions of the
assumptions used by the external valuers, as well as a review of the resulting valuations.
Discussions of the valuations process and results are held between the senior management and the external valuers on a bi-annual basis.
The Audit Committee reviews and approves the valuation results.
The valuation techniques used are consistent with IFRS13 and use significant "unobservable" inputs. There have been no changes in
valuation techniques since the prior year.
There are interrelationships between all these unobservable inputs as they are determined by the market conditions. The existence of
an increase in more than one unobservable input would be to magnify the impact on the valuation. The impact on the valuation will be
mitigated by the interrelationship of two unobservable inputs moving in the opposite directions e.g. an increase in rent may be offset by
an increase in yield, resulting in no net impact on the valuation. Expected vacancy rates may impact the yield with higher vacancy rates
resulting in higher yield. All revenue is derived from the underlying tenancies given on the investment properties.
The key unobservable inputs used in the valuation of the Group's investment properties at 31 March 2015 are detailed in the table below:
Weighted
Market Annualised average
% of value gross Net initial lease
Combined Portfolio portfolio (EURm) rental yield length Voids
(incl. share of jointly by market 31 March Area income (Weighted by rental by
controlled entities) value 2015 Properties (sqm) (EURm) average) (years) ERV
UK 42 336.2 14 73,736 21.6 5.59% 7.4 0.0%
Germany 23 191.7 21 71,936 11.6 5.11% 6.7 4.0%
Switzerland 21 167.3 13 48,383 10.5 4.16% 4.6 5.0%
Total 86 695.2 48 194,055 43.7 5.12% 6.6 2.3%
Share of Joint
Ventures and
Associates 14 111.5 5 46,444 8,7 6,39% 7,1 1.8%
Total 100 806.7 53 240,499 52.4 5.30% 6.6 2.1%
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Opening balance 33,281,325 ?
Properties acquired through the acquisition of subsidiaries 661,151,260 33,281,325
Capitalised expenditure 3,413,812 ?
Disposals through the sale of property (65,272,694) ?
Foreign exchange movement in foreign operations 44,666,921 ?
Net fair value gains on investment property 17,955,930 ?
Closing balance 695,196,554 33,281,325
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Acquisitions
UK
GGP1 Limited ? 33,281,325
Laxton Properties Limited 81,536,000 ?
Normanton Properties Limited 95,232,000 ?
Davemount Properties Limited 10,195,200 ?
LPE Limited 83,918,736 ?
Loveridge Properties Limited 55,808,000 ?
Switzerland
Algy Properties S.a.r.l. 4,328,209 ?
Bruce Properties S.a.r.l. 7,910,318 ?
Clint Properties S.a.r.l. 5,832,015 ?
David Properties S.a.r.l. 12,609,090 ?
Kantone Holdings Limited 78,620,702 ?
Polo Property GmbH 35,903,990 ?
Germany
KG Bleichenhof Grundtuscksverwaaltung GmbH & Co. KG 119,400,000 ?
Century BV 16,200,000 ?
Century 2 BV 8,550,000 ?
Stenham Beryl Limited 10,252,000 ?
Stenham Crystal Limited 8,514,000 ?
Stenham Jasper Limited 10,341,000 ?
Isabel Properties BV 16,000,000 ?
661,151,260 33,281,325
Disposals ? ?
UK
Loveridge Properties Limited (65,272,694)
(65,272,694) ?
Readers are referred to the portfolio analysis for further detail.
Disposals
On 23 March 2015, the Group disposed of the only property owned by Loveridge Properties Limited known as Chiswell Street, London
for GBP48.255 million (equating to EUR65.2 million after disposal costs). The proceeds of the sale were utilised to settle the outstanding
Lloyds facility of GBP12.925 million (circa EUR18 million), the shareholder loan and any surplus following disposal costs was paid as a dividend to
Stenprop UK Limited. At 31 March 2015, Loveridge Properties Limited remains a dormant subsidiary of the Group.
16. Subsidiaries
The Group consists of a parent company, Stenprop Limited (previously called GoGlobal Properties Limited), incorporated in Bermuda
and a number of subsidiaries, associates and joint ventures held directly and indirectly by Stenprop Limited which operate and are
incorporated around the world.
Details of the Group's subsidiaries as at 31 March 2015 are as follows:
Place of % equity owned by
Name incorporation Principal activity Company Subsidiary
BVI
Davemount Properties Limited BVI Property Investment 100,00
Laxton Properties Limited BVI Property Investment 100,00
Loveridge Properties Limited BVI Dormant 100,00
Normanton Properties Limited BVI Property Investment 100,00
Ruby Red Holdings Limited BVI Management 100,00
SP Corporate Services Limited BVI Management 100,00
SP Nominees Limited BVI Management 100,00
SP Secretaries Limited BVI Management 100,00
Stencap1 Limited BVI Cash Holding 100,00
Stencap2 Limited BVI Cash Holding 100,00
Stencap3 Limited BVI Cash Holding 100,00
Stencap4 Limited BVI Cash Holding 100,00
Stenham Property Holdings Limited BVI Holding Company 100,00
Stenprop (Germany) Limited BVI Holding Company 100,00
Stenprop (Swiss) Limited BVI Holding Company 100,00
Stenprop (UK) Limited BVI Holding Company 100,00
Stenprop Trafalgar Limited BVI Holding Company 100,00
Leatherback Property Holdings Limited BVI Holding Company 100,00
Curacao
Anarosa Holdings N.V. Curacao Holding Company 94,90
C.S. Property Holding N.V. Curacao Holding Company 94,90
Lakewood International N.V. Curacao Holding Company 89,00
T.B Property Holdings N.V. Curacao Holding Company 100,00
Guernsey
APF1 Limited (in liquidation) Guernsey Dormant 100,00
Bernina Property Holdings Limited Guernsey Holding Company 100,00
GGP1 Limited Guernsey Property Investment 100,00
Kantone Holdings Limited Guernsey Property Investment 100,00
KG Bleichenhof Grundtuscksverwaaltung
GmbH & Co. KG Germany Property Investment 94,90
LPE Limited Guernsey Property Investment 100,00
Stenham Paramount Hotel GP Limited Guernsey Management 100,00
Stenprop Advisers Limited (formerly Stenham
Property Finance Limited) Guernsey Management 100,00
Luxembourg
Algy Properties S.a.r.l. Luxembourg Property Investment 100,00
Bruce Properties S.a.r.l. Luxembourg Property Investment 100,00
Clint Properties S.a.r.l. Luxembourg Property Investment 100,00
David Properties S.a.r.l. Luxembourg Property Investment 100,00
Jimmy Investments S.a.r.l. Luxembourg Holding Company 100,00
Spike Investments S.A. Luxembourg Holding Company 100,00
Netherlands
Century 2 BV Netherlands Property Investment 94,90
Century BV Netherlands Property Investment 94,90
Isabel Properties BV Netherlands Property Investment 94,90
Mindel Properties BV Netherlands Holding Company 94,50
Stenprop Management BV (formerly Stenham
Property Management BV) Netherlands Management 100,00
Isle of Man
Stenham Beryl Limited IoM Property Investment 100,00
Stenham Crystal Limited IoM Property Investment 100,00
Stenham Jasper Limited IoM Property Investment 100,00
Stenham Properties (Germany) Limited IoM Holding Company 100,00
Switzerland
Polo Property GmbH Switzerland Property Investment 100,00
United Kingdom
ApexHi UK Limited UK Dormant 100,00
Stenprop Management Limited (formerly
Stenham Property Limited) England Management 100,00
Details of the Group's associates as at 31 March 2015 are as follows:
Place of % equity owned by
Name incorporation Principal activity Company Subsidiary
Stenham European Shopping Centre
Fund Limited Guernsey Holding Company 28,40*
Stenpark Management Limited Guernsey Management Company 50,00
Stenham Berlin Residential Fund Limited Guernsey Holding Company 10,44
* 28.14% of the investment in the underlying property is held through Stenham European Shopping Centre Fund Limited ("SESCF"), and 0.26% of the
property investment is held via a wholly-owned subsidiary, Leatherback Property Holdings Limited incorporated in BVI.
Details of the Group's joint ventures as at 31 March 2015 are as follows:
Place of % equity owned by
Name incorporation Principal activity Company Subsidiary
Luxembourg
Elysion Braunschweig Sarl Luxembourg Property Company 50,00
Elysion Dessau Sarl Luxembourg Property Company 50,00
Elysion Kappeln Sarl Luxembourg Property Company 50,00
Elysion S.A. Luxembourg Holding Company 50,00
Elysion Winzlar Sarl Luxembourg Property Company 50,00
17. Investment in associates
Details of the group associates at the end of the reporting period are as follows:
% equity
owned by
Name Place of incorporation Principal activity subsidiary
Stenham European Shopping Centre Fund Limited Guernsey Holding Company 28,40*
Stenpark Management Limited Guernsey Management Company 50,00
Stenham Berlin Residential Fund Limited Guernsey Holding Company 10,44
* 28.14% of the investment in the underlying property is held through Stenham European Shopping Centre Fund Limited ("SESCF"), and 0.26% of the
property investment is held via a wholly-owned subsidiary, Leatherback Property Holdings Limited incorporated in BVI.
The above associates are accounted for using the equity method in these consolidated financial statements as set out in the Group's
accounting policies in note 3.
Summarised financial information in respect of each of the Group's associates is set out below.
Stenham Stenham
European Berlin
Shopping Stenpark Residental
Centre Management Fund
Fund Limited Limited Limited
31 March 31 March 31 March
2015 2015 2015
EUR EUR EUR
Non-current assets 275,000,000 ? 53,121,290
Current assets 16,187,570 152,787 562,295
Non-current liabilities (160,216,920) (71,453) ?
Current liabilities (11,218,036) ? (443,885)
Equity attributable to owners of the Company 120,068,023 81,334 53,239,700
Revenue 21,121,527 1,159,253 ?
Profit from continuing operations and total comprehensive income 4,556,928 883,889 158,670
Reconciliation of the above summarised financial information to the carrying amount of the interest in the associates recognised in the
financial statements:
Stenham Stenham
European Berlin
Shopping Stenpark Residental
Centre Management Fund
Fund Limited Limited Limited TOTAL
31 March 31 March 31 March 31 March
2015 2015 2015 2015
EUR EUR EUR EUR
Opening balance ? ? ? ?
Share in associates acquired during the period 35,703,015 31,799 5,411,255 41,146,069
Share of associates profit** 87,701 208,970 158,670 455,341
Distribution received from associates (1,749,501) (210,000) ? (1,959,501)
Foreign exchange movement in foreign operations ? 9,899 ? 9,899
Closing balance 34,041,215 40,668 5,569,925 39,651,808
** The share of associates profit includes the fair value movement in investment property of Nova Eventis for the period. Nova Eventis was independently
valued at EUR275 million at 31 March 2015, a 2% reduction over the valuation at 1 April 2014 of EUR279.9 million.
Stenham European Shopping Centre Limited and Stenpark Management Limited
The acquisition of the investments in associates includes an interest in Stenham European Shopping Centre Fund Limited and
Leatherback Properties Holdings Limited, acquired as part of the purchase of various property companies on 1 October 2014 and a
shareholding in Stenpark Management Limited, acquired as part of the purchase of various management companies on 2 October 2014.
The effective date of the acquisitions was 1 April 2014 at which date the fair value of the associates were determined for purposes of
the transaction. Over the six-month period to the acquisition date, being 1 October 2014 and 2 October 2014 respectively, the Group
benefited from an uplift in the fair value of the associate to the value of EUR1,160,970 which is recognised in gain on acquisition (note 26).
Increase in holding in Associate
On 29 October 2014, as a result of a scrip dividend paid by Stenham European Shopping Fund Limited the Group's holding in the entity
increased from 28.12% to 28.14%.
Investment in Stenham Berlin Residential Fund Limited ("SBRF")
During the first quarter of 2015 the Group acquired a 10.4% shareholding in "SBRF" at a cost of EUR5.4 million.
18. Investment in joint venture
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Investment property 33,562,506 ?
Net working capital 139,946 ?
Assets 33,702,452 ?
Bank loans (23,776,169) ?
Deferred tax (153,295) ?
Financial liability (1,267,383) ?
Liabilities (25,196,847) ?
Net assets excluding loan due to Group 8,505,605 ?
Revenue 2,796,205 ?
Profit from continuing operations and total comprehensive income 1,313,901 ?
Reconciliation of the above summarised financial information to the carrying amount of the interest recognised in the consolidated
financial statements:
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Balance and loan due to Group (capital plus accrued interest) 13,524,170 ?
Fair value of loan due to Group/Investment in joint venture 8,505,605 ?
Fair value in joint venture acquired (note 26) 8,947,650 ?
Fair value movement in joint venture (442,045) ?
Interest received from joint venture 1,220,000 ?
Income from investment in joint venture 777,955 ?
On 1 October 2014 Stenprop completed the acquisition of 100% of the shares and shareholder loans in Bernina Property Holdings
Limited (Bernina). Bernina in turn owns 50% of the issued share capital and 100% of the shareholder loans of Elysion S.A., a company
incorporated in Luxembourg which is the beneficial owner of the Care Home portfolio. The remaining 50% of Elysion S.A. is owned by a
joint venture partner who manages the portfolio.
The acquired shareholder loans have attracted, and continue to attract, a 10% compounded interest rate since inception in 2007.
The outstanding shareholder loan which is wholly owned by Stenprop has been valued at the recoverable balance which is deemed equal
to the net assets of the joint venture excluding the shareholder loan. Over the six-month period to acquisition date on 1 October 2014,
the Group benefited from an uplift in the fair value of the joint venture to the value of EUR1,108,348 which is recognised in gain on acquisition
(note 26).
19. Investments
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Opening balance 286,541 ?
Trading investments additions at cost ? 252,646
Fair value movement 66,431 33,895
Foreign exchange movement in foreign operations 16,466 ?
Disposal (369,438) ?
Fair value ? 286,541
Trading investments, comprising of a portfolio of four listed Real Estate Investment Trusts ("REIT") were disposed of on 13 February 2015
for a value of EUR369,438.
20. Trade and other receivables
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Accounts receivable 2,633,857 171,492
Other debtors 3,910,244 52,002
Prepayments* 1,518,633 34,201
8,062,734 257,695
* Prepayments includes EUR302,000 (2014: EURNil) in respect of tenant incentives which are being amortised over the lease terms to which they relate.
21. Cash and cash equivalents
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Cash at bank 80,430,326 1,670,754
80,430,326 1,670,754
All cash held at banks is on demand.
Restricted cash
At year end funds totalling EUR9.0 million (2014: EURNil) were restricted. Tenant deposits of EUR1.6 million are included in this amount as are
net rents held in bank accounts which are secured by the lenders for the purposes of debt repayments and redevelopment, including
EUR5.8 million for the redevelopment of Bleichenhof. As the Group is in compliance with all the terms and conditions of its loans as at the
date of signing these financial statements, there are no further restrictions, and any surplus will flow to the Group.
22. Accounts payable and accruals
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Accruals 2,771,555 525,303
Deferred income 5,754,450 841,250
Other payables 9,630,992 356,549
18,156,997 1,723,102
23. Borrowings
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Opening balance 12,586,392 ?
Acquisitions (note 26) 313,642,579 12,582,491
Loan repayments (17,773,600) ?
New loans 40,452,980 ?
Amortisation of loan (5,415,601) ?
New transaction fees (622,172) ?
Amortisation of transaction fees 21,580 3,901
Foreign exchange movement in foreign operations 22,038,350 ?
Total borrowings 364,930,508 12,586,392
Amount due for settlement within 12 months 68,057,714 ?
Amount due for settlement after 12 months 296,872,794 12,586,392
364,930,308 12,586,392
The facilities are secured by debentures and legal charges over the properties to which they correspond to. There is no cross-
collaterisation of the facilities. The terms and conditions of outstanding loans are as follows:
Nominal value *Carrying value
Loan 31 March 31 March 31 March 31 March
interest Maturity 2015 2014 2015 2014
Facility Note Amortising rate Currency date EUR EUR EUR EUR
UK
Laxton Properties Limited 4 Yes LIBOR 2.5% GBP 31/10/2016 30,283,480 ? 30,283,480 ?
Normanton Properties
Limited 4 Yes LIBOR 2.25% GBP 29/03/2016 51,099,100 ? 51,099,100 ?
Davemount Properties
Limited 4 Yes LIBOR 2.1% GBP 24/03/2016 8,354,308 ? 8,354,308 ?
LPE Limited 3 No LIBOR 2% GBP 23/03/2020 41,016,000 ? 40,452,980 ?
GGP1 Limited 1 No LIBOR 2.5% GBP 22/12/2016 14,218,880 ? 14,181,308 ?
APF1 Limited n/a n/a n/a n/a ? 12,586,392 ? 12,586,392
Switzerland
Algy Properties S.a.r.l. Yes LIBOR 1.35% CHF 31/03/2017 3,822,800 ? 3,822,800 ?
Bruce Properties S.a.r.l. Yes LIBOR 0.8% CHF 31/03/2017 4,627,977 ? 4,627,977 ?
Clint Properties S.a.r.l Yes LIBOR 0.95% CHF 31/03/2017 3,043,905 ? 3,043,905 ?
David Properties S.a.r.l. Yes LIBOR 0.95% CHF 31/03/2017 7,956,203 ? 7,956,203 ?
Kantone Holdings Limited Yes LIBOR 1.07% CHF 31/03/2017 51,082,165 ? 51,082,165 ?
Polo Property GmbH Yes LIBOR 1.17% CHF 31/03/2017 24,609,275 ? 24,609,275 ?
Germany
Century BV Yes Euribor 1.65% EUR 31/12/2017 10,173,812 ? 10,173,812 ?
Century 2 BV Yes Euribor 1.65% EUR 01/01/2017 4,404,422 ? 4,404,422 ?
Century 2 BV Yes Euribor 1.65% EUR 02/01/2017 921,766 ? 921,766 ?
LGI Properties Beryl
Limited Yes Euribor 1.85% EUR 30/04/2018 5,636,324 ? 5,636,324
LGI Properties Crystal
Limited Yes Euribor 1.85% EUR 30/04/2018 4,706,815 ? 4,706,815
LGI Properties Jasper
Limited Yes Euribor 1.85% EUR 30/04/2018 5,759,361 ? 5,759,361 ?
Isabel Properties BV 2 No Euribor 2.50% EUR 01/02/2022 9,000,000 ? 9,000,000 ?
Bleichenhof GmbH
& Co. KG No 1,9% EUR 31/12/2016 84,937,000 ? 84,814,507 ?
365,653,593 12,586,392 364,930,508 12,586,392
* The difference between the nominal and the carrying value represents unamortised facility costs, which have arisen since the completion of the
Stenham Transaction (note 26).
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Non-current liabilities
Secured loans 296,872,794 12,586,392
Total non-current loans and borrowings
The maturity of non-current borrowings is as follows:
Between one year and five years 288,332,794 12,586,392
More than five years 8,540,000 ?
296,872,794 12,586,392
Current liabilities
Secured loans 68,057,714 ?
Total current loans and borrowings 68,057,714 ?
Total loans and borrowings 364,930,508 12,586,392
1. On 2 April 2014 the UK investment properties held by APF1 Limited ("APF1") were transferred to the fellow wholly-owned subsidiary
GGP1 Limited ("GGP1"). The APF1 bank facility of GBP10.4 million was repaid and replaced by a new GGP1 bank facility for GBP10.4 million
with the same interest rate of Libor plus a margin of 2.5%. The SWAP contracts were novated from APF1 to GGP1.
2. The Isabel Properties BV facility which expired on 31 December 2014 was refinanced on 30 January 2015. The Group was required to
inject EUR1 million into the investment in order to secure the facility which matures on 1 February 2022 . Under the terms of the facility
no repayments are required to be made (previously EUR460,000 per annum), and the interest rate has changed from EURIBOR plus a
margin of 3% to EURIBOR plus a margin of 2.5%.
3. On 24 March 2015, LPE Limited entered into a facility agreement to borrow GBP30,000,000. An interest rate of LIBOR plus a margin of
2% was agreed and the interest-only loan is repayable in full on 23 March 2020.
4. Subsequent to year-end, the Group refinanced the Davemount Properties Limited, Laxton Properties Limited and Normanton
Properties Limited facilities. The terms of the new facility are disclosed in subsequent events (note 32).
Exposure to credit, interest rate and currency risks arises in the normal course of the Group's business. Derivative financial instruments
are used to reduce exposure to fluctuations in interest rates (refer note 24).
24. Derivative financial instruments
In accordance with the terms of the borrowing arrangements and group policy, the Group has entered into interest rate swap agreements.
The interest rate swap agreements are entered into by the borrowing entities to convert the borrowings from floating to fixed interest
rates and are used to manage the interest rate profile of financial liabilities and eliminate future exposure to interest rate fluctuations.
It is the Group's policy that no economic trading in derivatives is undertaken.
The following table sets out the interest rate swap agreements at 31 March 2015. Prior to the acquisition of the property companies on
2 October 2014, the only existing swap agreements were held by the GGP1 Portfolio which is separately disclosed under existing swaps
in the table below.
Notional value Fair value
Swap rate 31 March 2015 31 March 2015
Facility Effective date Maturity date % EUR EUR
UK
Laxton Properties Limited 01/04/2014 10/10/2016 2,04* 30,283,480 (692,163)
Normanton Properties Limited 01/04/2014 29/03/2016 2,71* 51,099,100 (1,272,534)
LPE Limited 26/03/2015 31/03/2020 1,35 41,016,000 (251,617)
Switzerland
Algy Properties S.a.r.l. 01/04/2014 31/03/2017 0,91 3,822,800 (129,304)
Bruce Properties S.a.r.l. 01/04/2014 31/03/2017 1,90 4,627,977 (253,716)
Clint Properties S.a.r.l 01/04/2014 31/03/2017 1,75 2,967,449 (134,588)
David Properties S.a.r.l. 01/04/2014 20/02/2017 1,73 7,884,525 (331,141)
Kantone Holdings Limited 01/04/2014 31/03/2017 0,70 51,082,165 (1,513,333)
Polo Property GmbH 01/04/2014 31/03/2017 0,73 24,609,275 (743,814)
Germany
Century BV 01/04/2014 29/12/2017 1,00 10,173,812 (266,861)
Century 2 BV 01/04/2014 29/12/2017 1,08 4,404,422 (125,664)
Century 2 BV 01/04/2014 29/12/2017 1,85 921,766 579
LGI Properties Beryl Limited 01/04/2014 30/04/2018 0,83 5,636,324 (135,110)
LGI Properties Crystal Limited 01/04/2014 30/04/2018 0,83 4,706,815 (112,829)
LGI Properties Jasper Limited 01/04/2014 30/04/2018 0,83 5,759,361 (138,059)
Isabel Properties BV 30/01/2015 30/12/2021 0,48 9,000,000 (137,411)
Total acquired/incepted swaps 257,995,271 (6,237,565)
Existing swaps:
GGP1 Limited (novated from APF1 Limited) 02/04/2015 22/12/2016 1,70 7,164,128 (121,024)
GGP1 Limited (novated from APF1 Limited) 02/04/2015 22/12/2016 1,66 1,367,200 (22,142)
Total swaps ? on balance sheet 266,526,599 (6,380,731)
Maturing within 12 months (1,272,534)
Maturing after 12 months (5,108,197)
Derivative financial instruments (6,380,731)
Swaps included in Investments in
associates and joint ventures
Elysion Braunschweig S.a.r.l. 01/4/2014 29/03/2018 1,58 6,281,970 (302,201)
Elysion Dessau S.a.r.l. 01/4/2014 29/03/2018 1,58 6,071,645 (287,213)
Elysion Kappeln S.a.r.l. 01/4/2014 31/12/2018 1,70 6,583,547 (406,782)
Elysion Winzlar S.a.r.l. 01/4/2014 31/12/2018 1,70 4,389,021 (271,187)
Prejan Enterprises Limited 01/4/2014 24/07/2016 0.80 45,897,098 (540,307)
Total swaps 335,749,880 (8,188,421)
* Swaps broken and refinanced in terms of the refinancing of the facility. Refer note 32.
25. Cash flow hedge
The following interest rate SWAP agreements are designated as effective cash flow hedges:
Restated
Notional Notional Restated
Swap principal principal Fair value Fair value
Effective Maturity rate 31 March 2015 31 March 2014 31 March 2015 31 March 2014
Facility date date % EUR EUR EUR EUR
UK
GGP1 Limited
(novated from APF1
Limited) 02/04/2014 22/12/2016 1.70 1,367,200 1,210,230 (21,814) (13,037)
GGP1 Limited
(novated from APF1
Limited) 02/04/2014 22/12/2016 1.66 7,164,128 6,341,605 (119,240) (75,190)
LPE Limited 26/03/2015 31/03/2020 1.35 41,016,000 ? (246,834) ?
Germany
Isabel Properties BV 30/01/2015 30/12/2021 0.48 9,000,000 ? (130,976) ?
58,547,328 7,551,835 (518,864) (88,227)
The cash flow hedges were assessed to be highly effective at 31 March 2015 and a net unrealised loss of EUR430,636 (2014: Gain EUR4 501) has
been recorded in other comprehensive income.
26. Business combination ? ("Stenham transaction")
Acquisition of property companies previously managed by Stenham, and associated management companies
On 1 October 2014 and 2 October 2014 the Company completed the acquisition of:
- Various property companies which collectively at the time of the transaction, held an interest in 45 properties in Germany, Switzerland
and the United Kingdom (the 'property companies');
- The Stenham Property management business;
- Various cash holding entities; and
- The external investment manager, Apex Hi (UK) Limited.
The total purchase consideration for the acquisition of the property companies was calculated with reference to the net asset value of
the property companies as at 31 March 2014 and amounted to EUR281.0 million. The purchase consideration for the Stenham Property
management business was EUR15.6 million and the purchase consideration for Apex Hi (UK) Limited was EUR3.8 million. The purchase
consideration for the cash holding subsidiaries was EUR18.4 million.
The purchase consideration for the acquisitions was funded by the issue of 232,916,809 new Stenprop ordinary shares to the value of
EUR318,791,449 on the Bermudian share register at an issue price of EUR1.37 per share, which was the Euro equivalent of the net asset value
per share of Stenprop as at 31 March 2014.
Deferred consideration which remains outstanding at year end, and which relates in relation to the acquisition of the Stenham property
management business is estimated to be EUR935,706 and relates to the vendor's right to receive a share of pre-existing exit and performance
fees on certain assets managed by the acquired business on behalf of third parties.
The companies acquired on 1 October 2014 were:
Place of Ownership
Name incorporation (%)
Stencap 1 Limited BVI 100
Stencap 2 Limited BVI 100
Davemount Properties Limited BVI 100
Loveridge Properties Limited BVI 100
Laxton Properties Limited BVI 100
Normanton Properties Limited BVI 100
Kantone Holdings Limited Guernsey 100
Spike Investments S.A Lux 100
Stencap 3 Limited BVI 100
Stencap 4 Limited BVI 100
Bernina Property Holdings Limited Guernsey 100
Lakewood International N.V Curacao 89
TB Property Holdings N.V Curacao 100
Leatherback Properties Limited BVI 100
Stenham Properties (Germany) Limited IoM 100
Anarosa Holdings N.V Curacao 94.9
CS Property Holding N.V Curacao 94.9
Stenham European Shopping Centre Fund Limited Guernsey 28.12
The following management companies were acquired on 2 October 2014:
Place of Ownership
Name incorporation (%)
Stenham Property Holdings Limited BVI 100
Stenprop Advisers Limited (formerly Stenham Property Finance Limited) Guernsey 100
Stenprop Management Limited (formerly Stenham Property Limited) England 100
ApexHi UK Limited UK 100
A summary of properties acquired as part of the Stenham Transaction is provided below:
Stenprop Stenprop Stenprop
(UK) (Swiss) (Germany)
Limited Limited Limited Total
Effective date of acquisition 1/10/2014 1/10/2014 1/10/2014
Number of properties (100%) 6 13 20 39
Number of properties (94.9%) 1 1
Number of properties in joint ventures (50%) 4 4
Number of properties in associates (28%) 1 1
6 13 26 45
Fair value on completion date of properties and management companies acquired:
A summary of the fair value of assets and liabilities and the net cash position arising from the business combination is included in the
table below:
Stenprop Stenprop Stenprop
(UK) (Swiss) (Germany) Management
Limited Limited Limited Companies Total
EUR EUR EUR EUR EUR
Investment properties 242,771,200 145,204,324 189,569,641 ? 577,545,165
Investment in associate ? ? 35,081,558 31,799 35,113,357
Investment in joint venture ? ? 8,947,650 ? 8,947,650
Property, plant and equipment ? ? 24 9,777 9,801
242,771,200 145,204,324 233,598,872 41,576 621,615,972
Net working capital (6,456,115) (1,257,665) (1,260,573) 1,384,941 (7,589,412)
External debt (102,378,817) (84,197,385) (127,066,377) ? (313,642,579)
Deferred tax ? (3,721,641) (2,810,594) ? (6,532,235)
Derivative financial instruments (1,773,194) (1,879,675) (811,998) ? (4,464,867)
Non-controlling interest ? ? (1,749,801) ? (1,749,801)
132,163,074 54,147,958 99,899,529 1,426,517 287,637,078
Gain on acquisition ? ? ? ? (9,656,861)
Net assets acquired 277,980,217
Purchase consideration
Share issue (EUR) 318,791,449
Deferred consideration 1,444,969
Less: cash (42,256,201)
Total consideration 277,980,217
Stenprop (UK) Limited, Stenprop (Swiss) Limited and Stenprop (Germany) Limited were incorporated during the period to hold the
acquired assets (note 27).
Pro forma*
IFRS Unaudited
Audited for the
for the six-month
year ended period ending
31 March 2 October
2015 2014
Gain on acquisition EUR EUR
Net property income movement for the period between date of sale and acquisition date 12,501,984
Net gain from financial assets and liabilities 213,781
Fair value movement of investment properties 11,191,498
Reversal of provision for selling costs on acquired properties 5,612,458
Fair value of investment in associate 1,160,970
Fair value of investment in joint venture 1,108,348
Impairment of goodwill arising on acquisition of management companies (19,374,000)
Net finance costs and taxation (4,771,504)
Other gains 8,327
Taxation (617,594)
Non-controlling interest (25,248)
Foreign currency translation reserve 2,647,841
Gain on acquisition 9,656,861
9,656,861 9,656,861
* Readers are referred to note 1 where the basis of preparation of the pro forma information is explained.
Notional goodwill of EUR19,374,000 arose as a result of the acquisition of the Stenham Property Holdings Limited and ApexHi (UK) Limited
(the management companies). The acquisition of the management companies was contingent on the completion of the purchase of
the property companies and was therefore considered a linked transaction in terms of IFRS 3: Business combinations. From a group
perspective, the fair value of the combined identifiable net assets on acquisition date exceeded the summation of the consideration
paid. A net gain on acquisition arose on acquisition date from the internalisation of management and the uplift in the value of the various
property companies in the six month period between the effective date of the sale (on which the assets were fair valued for purposes of
the transaction), and the acquisition date, No goodwill is therefore recognised in the Group accounts.
Intangible assets
Management have measured the fair value of all assets and liabilities acquired as at the date of acquisition, including any assets or
liabilities which may not have been recognised in the underlying company balance sheets. The value of any intangible assets acquired as
at the date of the transaction is considered immaterial and has not been recognised.
27. Acquisition of subsidiaries
During the period the Group incorporated the following companies:
Net assets
Incorporation Cost acquired
Name Jurisdiction date $ $
Stenham Transaction (refer note 26)
Stenprop (UK) Limited BVI 01/07/2014 100 100
Stenprop (Germany) Limited BVI 01/07/2014 100 100
Stenprop (Swiss) Limited BVI 01/07/2014 100 100
Acquisition of Trafalgar Court (refer below)
Stenprop Trafalgar Limited BVI 07/01/2015 100 100
Acquisition of Trafalgar Court
On 26 March 2015, the Group acquired 100% of the issued share capital of the property owning company, LPE Limited. LPE Limited is a
property owning company holding the property known as Trafalgar Court. The acquisition was funded from capital raised in the private
placement on 22 March 2015.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
EUR
Investment properties 83,918,736
Net working capital (370,480)
Net identifiable assets 83,548,256
Satisfied by:
Cash 43,459,990
Bank loan 41,016,000
Borrowing costs* (563,020)
83,912,970
Less: Cash and cash equivalent balances acquired (364,714)
83,548,256
* The capitalised borrowing costs which will be expensed over the life of the facility, have been offset against the cost of the investment.
28. Deferred tax
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and
prior reporting period.
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Opening balance ? ?
Deferred tax recognised on investment properties (11,918,917) ?
Deferred tax recognised on revaluation of financial liabilities 624,752 ?
Deferred tax on tax losses 4,064,004 ?
Closing balance (7,230,161) ?
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the
deferred tax balances (after offset) for financial reporting purposes:
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Deferred tax liabilites (11,943,399) ?
Deferred tax assets 4,713,238 ?
Closing balance (7,230,161) ?
Deferred tax opening balance ? ?
Deferred tax liability acquired (note 26) 6,532,235 ?
Exchange movements 570,689 ?
Deferred tax liability closing balance (7,230,161) ?
Movement in deferred tax (127,237) ?
29. Financial risk management
The Group is exposed to a variety of financial risks including market risk, credit risk and liquidity risk. The overall risk management strategy
seeks to minimise the potential adverse effects on the Group's financial performance. Certain risk exposures are hedged via the use of
financial derivatives.
This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for
measuring and managing these risks, and the Group's management of capital. Further quantitative disclosures are included throughout
these audited financial statements where relevant. The Group's Board of Directors has overall responsibility for the establishment and
oversight of the Group's risk management framework.
The Board has established the Risk Committee which has assumed responsibility for developing and monitoring the Group's risk
management policies. The Risk Committee will participate in management's process of formulating and implementing the risk
management plan and will report on the plan adopted by management to the Board.
The objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed, including, but
not limited to, information technology risk. The Board will be responsible for ensuring the adoption of appropriate risk management
policies by management. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly
to reflect changes in market conditions and the Group's activities. The Board will also ensure that there are processes in place between
itself and management enabling complete, timely, relevant, accurate and accessible risk disclosure to shareholders.
To enable the Risk Committee to meet its responsibilities, the Risk Committee has adopted a charter which includes appropriate
standards and the implementation of systems of internal control and an effective risk-based internal audit, comprising policies,
procedures, systems and information to assist in:
- safeguarding assets and reducing the risk of loss, error, fraud and other irregularities;
- ensuring the accuracy and completeness of accounting records and reporting;
- preparing timely, reliable financial statements and information in compliance with relevant legislation and generally accepted
accounting policies and practices; and
- increasing the probability of anticipating unpredictable risk.
The Committee oversees how management monitors compliance with the Group's risk management policies and procedures and
reviews the adequacy of the risk management framework in relation to risks faced by the Group.
Credit risk
The Group's principal financial assets are cash and cash equivalents and trade and other receivables. The credit risk arising from deposits
with banks is managed through a policy of utilising only independently rated banks with acceptable credit ratings.
The credit quality of cash and cash equivalents can be assessed by reference to external credit ratings of the counterparty where the
account or deposit is placed. A summary of the credit ratings for the six banks in which 82% of the Group's cash is held are as follows:
31 March 31 March
2015 2014
- ABN AMRO Bank NV A n/a
- Barclays Private Clients International Limited A A
- Berliner Sparkasse AA n/a
- HSBC Bank plc. AA- n/a
- Santander UK plc. A A
- UBS AG A n/a
The directors are satisfied as to the credit worthiness of the banks where the remaining cash is held.
At the time of acquisition of a property, and from time to time thereafter, the Company reviews the quality of the contracted tenants
to ensure that the tenants meet acceptable covenants. Trade receivables are presented in the statement of financial position net of
allowances for doubtful receivables. An allowance for impairment is made where there is an indefinable loss event, which based on
previous experience, may give risk to a non-recovery of a receivable.
The carrying amount of financial assets represents the maximum credit exposure at the reporting date.
At 31 March 2015 trade and other receivables and cash and cash equivalents amounts to EUR88,862,787 (March 2014: EUR1,928,449) as shown
in the statement of financial position.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash resources, the availability of funding through appropriate and
adequate credit lines and managing the ability of tenants to settle within lease obligations. The Group ensures, through the forecasting
and budgeting of cash requirements that adequate committed resources are available.
By its nature, the market for investment property is not immediately liquid. As a result of this illiquidity, the Group's ability to vary its
portfolio in a timely fashion and to receive a fair price in response to changes in economic and other conditions may be limited.
Furthermore, where the Group acquires investment properties for which there is not a readily available market, the Group's ability to deal
in any such investment or obtain reliable information about the value of such investment or risks to which such property investment is
exposed may be limited.
The Group's short-term liquidity risk is secured by the existence of cash balances, through the fact that rental income exceeds the
Group's cost structures and through ensuring that facilities are managed within debt covenants.
The following table details the Group's contractual maturity date of its financial liabilities. The table has been drawn up based on the
undiscounted contractual maturities of the financial liabilities, including interest that will accrue to those liabilities, except where the
Group is entitled and intends to repay the liability before its maturity. The discount column represents the possible future cash flows
included in the maturity analysis, such as future interest or potential payments that have not been included in the carrying amount of the
financial liability. The table also includes a reconciliation to the carrying value in the statement of financial position.
Three to
Less than One to three twelve One to Over
one month three months months five years five years Discount Total
EUR EUR EUR EUR EUR EUR EUR
Interest-bearing loans ? ? 68,057,714 288,332,794 8,540,000 ? 364,930,508
Loan interest 509,903 2,735,960 8,177,162 16,217,140 470,455 (27,590,478) 520,142
Financial liabilities ? ? 1,272,534 4,970,786 137,411 ? 6,380,731
Deferred tax ? ? ? 7,230,161 ? ? 7,230,161
Other loans and
interest ? ? ? 22,843 ? ? 22,843
Other payables ? 3,121,879 6,509,113 ? ? ? 9,630,992
Accruals 29,532 302,000 1,919,881 ? ? ? 2,251,413
Deferred income 919,068 4,835,382 ? ? ? ? 5,754,450
As at 31 March 2015 1,458,503 10,995,221 85,936,404 316,773,724 9,147,866 (27,590,478) 396,721,240
Three to
Less than One to twelve One to Over
one month three months months five years five years Discount Total
EUR EUR EUR EUR EUR EUR EUR
Interest-bearing loans ? ? ? 12,586,392 ? ? 12,586,392
Loan interest ? 117,211 351,632 820,475 ? (1,280,316) 9,002
Financial liabilities ? ? ? 88,227 ? ? 88,227
Other payables 145,221 2,573 208,755 ? ? ? 356,549
Accruals 193,886 322,415 ? ? ? ? 516,301
Deferred income 270,943 570,307 ? ? ? ? 841,250
As at 31 March 2014 610,050 1,012,506 560,387 13,495,094 ? (1,280,316) 14,397,721
Fair value of financial instruments
The following table summarises the Group's financial assets and liabilities into categories required by IFRS 7 Financial instruments
disclosures. The directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the
financial statements approximate their fair values.
Held at fair value Total carrying
through other Held at fair value Held at amount
comprehensive through profit amortised 31 March
income and loss cost 2015
EUR EUR EUR EUR
Financial assets
Cash and cash equivalents ? ? 80,430,326 80,430,326
Accounts receivable ? ? 2,633,857 2,633,857
Other debtors ? ? 3,910,244 3,910,244
? ? 86,974,427 86,974,427
Financial liabilities
Loans ? ? 364,930,508 364,930,508
Other loans and interest ? ? 22,843 22,843
Interest rate swaps 518,864 5,861,867 ? 6,380,731
Accounts payable ? ? 18,156,997 18,156,997
518,864 5,861,867 383,110,348 389,491,079
Held at fair value Total carrying
through other Held at fair value Held at amount
comprehensive through profit amortised 31 March
income and loss cost 2014
EUR EUR UR EUR
Financial assets
Trading instruments ? 286,541 ? 286,541
Cash and cash equivalents ? ? 1,670,754 1,670,754
Accounts receivable ? ? 171,492 171,492
Other debtors ? ? 52,002 52,002
? 286,541 1,894,248 2,180,789
Financial liabilities
Loans ? ? 12,586,392 12,586,392
Interest rate swaps 88,227 ? ? 88,227
Accounts payable ? ? 1,723,102 1,723,102
88,227 ? 14,309,494 14,397,721
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: foreign currency risk, interest rate risk and price risk. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimising returns to shareholders.
Investment in property is subject to varying degrees of risk. The main factors which affect the value of the investment in property include:
- changes in the general economic climate;
- local conditions in respective markets, such as oversupply, or a reduction in demand, for commercial space in a specific area;
- competition from other available properties; and
- government regulations, including planning, environmental and tax laws.
While a large number of these factors are outside the control of the management, market and property specific factors relevant to
maintain a sustainable income stream within the Group's yield parameters are considered as part of the initial due diligence. Properties
and tenant leases are actively managed.
Foreign currency risk
The Group's functional currency is Euros. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in foreign currency or exchange rates. At the reporting date, the below table summarises the Group's
exposure to foreign currency risk in respect of assets and liabilites held in GBP (United Kingdom) and CHF (Switzerland).
31 Mar 2015
EUR
Assets
GBP 367,995,385
CHF 172,725,441
Liabilities
GBP 159,368,912
CHF 104,905,379
Foreign currency sensitivity analysis
The sensitivity analysis measures the impact on the Group's exposure in euros (based on a change in the reporting date spot rate) and
the impact on the Group's Euro profitability, given a simultaneous change in the foreign currencies to which the Group is exposed at the
reporting date.
A 10% strengthening in the euro exchange rate against the following currencies at year-end would have decreased equity and profits by
the amounts shown below. This analysis assumes that all other variables remain constant. For a 10% weakening of the Euro, there would
be an equal but opposite impact on the profit and equity and the balance would be positive.
Equity Profit or loss
EUR EUR
GBP (20,862,647) (4,148,800)
CHF (6,782,006) (428,986)
(27,644,653) (4,577,786)
The following exchange rates were applied during the year:
Average
rate for
six months to
31 March Period
2015* end
CHF 0.8805 0.9557
GBP 1.3054 1.3672
* The date on which the presentation and functional currency changed to EUR and foreign operations were acquired.
Interest rate risk
The Group's interest rate risk is associated with cash and cash equivalents, on the one hand, and interest-bearing borrowings, on the
other. If the interest is variable, it presents the Group with a cash flow interest rate risk. Interest rate risk is the risk that the fair value or
future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As stated in note 24, borrowings
from credit institutions are protected against movements in interest rates. The Company uses interest rate swaps to manage its interest
rate exposure.
Market price risk
Market price risk is the risk that the Group is exposed to market risk on financial instruments that are valued at market prices. Specifically,
a risk that the ultimate selling price of such financial instruments may differ from their estimated fair values at the reporting dates. The
Group is exposed to price risk as a result of its investment in listed securities. The table below sets out the impact on the Group's euro
profitability of a 10% change in the market price of the listed securities in its portfolio.
A positive number below indicates an increase in profit and other equity following a 10% strengthening of market prices across the
portfolio. For a 10% fall in market prices there would be an equal and opposite impact on profit and the balance below would be negative.
2015 2014
EUR EUR
Profit ? 28,654
Fair value hierarchy
The table below analyses the Group's financial instruments carried at fair value, by valuation method. The different levels have been
defined as follows:
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).
Total financial
Instruments Designated
recognised at fair value
at fair value Level 1 Level 2 Level 3
31 March 2015 EUR EUR EUR EUR
Assets
Investment properties 695,196,554 ? ? 695,196,554
Total assets 695,196,554 ? ? 695,196,554
Liabilities
Derivative financial liabilities 6,380,731 ? 6,380,731 ?
Total liabilities 6,380,731 ? 6,380,731 ?
Total financial
instruments Designated
recognised at fair value
at fair value Level 1 Level 2 Level 3
31 March 2014 EUR EUR EUR EUR
Assets
Investment properties 33,281,325 ? ? 33,281,325
Investments 286,541 286,541 ? ?
Total assets 33,567,866 286,541 ? 33,281,325
Liabilities
Derivative financial liabilities 88,227 ? 88,227 ?
Total liabilities 88 227 ? 88,227 ?
Details of changes in valuation techniques
There have been no significant changes in valuation techniques during the period under review.
Significant transfers between Levels 1, 2 and 3
There have been no significant transfers during the period under review.
Unobservable inputs
Unobservable inputs for Level 3 investment properties are disclosed in note 15.
Capital risk management
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 23, cash and cash equivalents and
equity attributable to ordinary shareholders of the Company, comprising issued capital, reserves and retained earnings as disclosed in
the statement of changes in equity. Stenprop's average loan to value ratio ("LTV") at 31 March 2015 was 53.8%, including joint ventures
and associates and the Group is not subject to any external capital requirements. The Group strategy is to maintain a debt to equity ratio
and LTV to ensure that property performance is translated into an enhanced return for shareholders while at the same time ensuring
that it will be able to continue as a going concern through changing market conditions. The directors are of the opinion that a 50% LTV in
respect of secured external borrowings is an appropriate target for the Group, given the current market conditions.
30. Related party transactions
Parties are considered related if one party has control, joint control or significant influence over the other party in making financial and
operating decisions.
Acquisition by Stenprop of the Stenham Property Portfolio ("Stenham Transaction")
It was the aligned and common interests amongst the parties which gave rise to the opportunity for the Stenham Transaction to be
structured.
The three principal aspects of the Stenham Transaction were:
- the sale to Stenprop by the various funds managed by Stenham Property of the interests in the 45 properties previously managed by
Stenham Property and owned by the various funds;
- the sale to Stenprop of Stenham Property by, firstly, Stenham Group Limited, a wholly-owned subsidiary of Stenham Limited, 70.8%
of which at the time of the Stenham Transaction, was indirectly held by Peregrine Holdings Limited (which owned 29.14% of the issued
share capital in Stenprop at that time), and, secondly, Paul Arenson, who had an effective 10% interest in Stenham Property. The
aggregate consideration for the sale was EUR15,600,000 settled in Stenprop shares at the Issue Price. These shares comprised 4.6% of
the share capital of Stenprop at the time of the Stenham Transaction; and
- the sale to Stenprop of ApexHi UK Limited, being the company which previously managed the ApexHi Portfolio. The consideration for
the sale was EUR3,774,000 settled in Stenprop Shares at EUR1.37 ("the Issue Price"). These shares comprised 1.1% of the share capital of
Stenprop at the time of the Stenprop Transaction.
Shareholders should note the following in relation to persons or entities having potential conflicts of interest in the Stenham Transaction:
Peregrine Holdings Limited ("Peregrine")
Peregrine had an indirect interest of 63.7% in Stenprop Management Limited (formerly Stenham Property Limited) and (before
implementation of the Stenham Transaction) a 29.14% interest in Stenprop. Peregrine also had an interest of 40% in ApexHi UK Limited.
As at 31 March 2015 Peregrine had a direct and indirect interest of 6.45% in the issued share capital of the Company.
Sean Melnick
Sean Melnick is the non-executive chairman of Peregrine and Stenham Limited and had a 12.3% interest in the share capital of Peregrine
at the time of the Stenham Transaction.
Mandy Yachad
Mandy Yachad is an executive director of Peregrine which had an indirect interest in the Company at the time of the Stenham Transaction.
Paul Arenson
Paul Arenson is a director of Stenham Limited and Stenprop Management Limited and at the time of the Stenham Transaction had
an indirect 7.85% interest in the share capital of Stenham Limited (31 March 2015: 4.49%) and an effective 10% interest in Stenprop
Management Limited (31 March 2015: 0%). His interest in Stenprop Limited is separately disclosed in note 8.
In addition to the above, Paul Arenson also held indirect interests in various companies which sold assets to the Group as set out below:
Effective indirect
ownership (%)
Company at transaction date
Bavaria Property Company Limited 11.64
Branthill Holdings Limited 18.04
Maplebeck Properties Limited 0.71
Southwell Property Company Limited 0.95
Stenham German Property Portfolio 2 Limited 0.36
Stenham German Property Portfolio 3 Limited 0.82
Stenham Swiss Property Portfolio Limited 0.60
Stenham UK Property Portfolio 2 Accumulator Limited 0.43
Stenham UK Property Portfolio 2 Limited 3.58
Stenham UK Property Portfolio 3 Limited 1.39
Gerald Leissner
As a promoter of Stenprop, Gerald Leissner held an indirect 13.3% interest in the share capital of ApexHi UK Limited at the time of the
Stenham Transaction (31 March 2015: 0%) . He is also a non-executive director of Stenprop Limited.
Michael Fienberg
Michael Fienberg is a non-executive director of Stenprop Limited, Stenham Limited and of Stenprop Advisors Limited (formerly Stenham
Property Finance Limited). He is also a non-executive director of a number of the funds which sold their underlying properties to Stenprop
and has an indirect interest in one of the companies which was acquired by Stenprop as set out below:
Effective indirect
ownership (%)
Company at transaction date
Branthill Holdings Limited 1,49
Stephen Ball
Stephen Ball is a non-executive director of Stenprop Limited and a number of the funds which sold their underlying properties to
Stenprop. He is also the director of Sphere Investments Limited which has a beneficial financial interest in three of the companies which
were acquired by Stenprop as set out below:
Effective indirect
ownership (%)
Company at transaction date
Branthill Holdings Limited 0,50
Leatherback Property Holdings Limited 100
Stenham German Property Portfolio 3 Limited 0,10
Neil Marais
Neil Marais is an executive director of Stenprop Limited, Stenprop Advisors Limited and a number of the funds which sold their underlying
properties to Stenprop.
Related parties transactions in the six months prior to completion of the Stenham Transaction
An entity in which Gerald Leissner and Pauline Goetsch (resigned as director on 30 April 2014) have an indirect beneficial interest was one
of the promoters of the former GoGlobal Properties Limited.
An entity in which Sean Melnick (resigned as director on 2 October 2014) and Mandy Yachad have an indirect beneficial interest, arising
from their direct and/or indirect beneficial interest in Peregrine, was one of the promoters of the former GoGlobal Properties Limited.
In undertaking due diligence on a portfolio of properties in Germany, the promoters provided GBP300,000 to the Company. Costs incurred
amounted to GBP221,734 (March 2014: GBP271,088). No further funding was received, nor costs incurred under new management following
the Stenprop Transaction. The balance of GBP78,266 was repayable to the promoters. In addition, the promoters paid and underwrote
further expenses and costs associated with the issue and listing of shares on the BSX and AltX in the amount of GBP206,132 (an additional
GBP73,857 having been borne by the Group). Following the acquisition of ApexHi (UK) Limited, none of these costs are refundable and
Stenprop has no outstanding liabilities to the promoters.
ApexHi UK Limited ("APUK"), the former investment advisor to the Group.
Pauline Goetsch, Gerald Leissner and Sean Melnick were directors of APUK, until their resignation on 2 October 2014.
Under the terms of a property advisory agreement entered into between ApexHi and APUK, which was novated to the Company on
26 March 2014, APUK was responsible for advising the Group in relation to its financial strategy and business plans, including all aspects
of investment in property and for managing the properties acquired by the Group. In respect thereof, APUK was paid a fee equal to one
quarter of 1.25% of the aggregate of the Group's net asset value and the Group's indebtedness which was payable quarterly in arrears.
The agreement terminated with effect from 2 October 2014.
During the period ending 2 October 2014, the Group was charged GBP175,531 (March 2014: GBP5,830) by APUK for investment advisory
services in accordance with the agreement. Unpaid fees at 31 March 2015 amount to GBPNil (March 2014: GBP87,282). The entity was acquired
by the Group on 2 October 2014 and is no longer responsible for providing investment advisory services to the Group.
Apex Fund Services Limited ("AFSL"), the former Bermudian Registrar and Transfer Agent
David Brown who is an employee of AFSL, the former Bermudian Registrar and Transfer Agent, is a director of the Company.
During the year AFSL charged fees of EUR21,224 (March 2014:EUR2,223) to the Group. At 31 March 2015, the Group owed AFSL
EUR22,394 (March 2014: EUR1,483).
Stenham Berlin Residential Fund Limited ("SBRF")
During the period, the Group acquired 10.4% of the shares of SBRF with whom the Group has three directors in common. Stenprop
Management Limited and Stenprop Advisers Limited (both wholly-owned subsidiaries of the Company) act as Fund and Transaction
Adviser respectively to SBRF. The Group earns fees of EUR50,000 per annum for these services.
31. Contingent liability
Operating lease commitments
The Group earns rental income by leasing its investment properties to tenants under non-cancellable operating leases.
At the balance sheet date the Group had contracted with tenants for the following future minimum lease payments on its investment
properties:
Restated
Audited Audited
31 March 31 March
2015 2014
EUR EUR
Within one year 41,440,335 3,316,905
Between one and two years 39,478,951 3,316,905
Between two and five years 105,128,866 9,950,716
After five years 98,839,540 5,527,367
284,887,692 22,111,893
32. Events after the reporting period
1. Acquisition of 25 Argyll Street
On 20 May 2015, the Group acquired a 50% interest in Regent Arcade House Holdings Limited ("RAHHL"), which owns the property known
as 25 Argyll Street. The acquisition cost of this interest was GBP18.9 million which was based on a valuation of the property of GBP75 million.
RAHHL refinanced the property with an interest only bank loan of GBP37.5 million at an all-in rate of 2.974% per annum, with a term of five
years. Transaction costs incurred in the acquisition are expected to be approximately GBP400,000.
Both the vendor and RAHHL were, and continue to be, managed and administered by the Group which will earn a net performance fee of
approximately GBP286 500 as a result of the transaction.
2. Declaration of dividend after reporting date
On 10 June 2015, the directors declared a dividend of 4.2 cents per share relating to the six months to 31 March 2015, being the first
period of trading following the Stenham Transaction. This dividend delivers a return of 3.06% (annualised: 6.12%) on the Stenham
Transaction Issue Price, or an annualised return of 5.1% on the EPRA NAV per share of EUR1.65.
The directors intend to offer shareholders the option to receive in respect of all or part of their Stenprop shareholding either a scrip
dividend by way of an issue of new Stenprop shares, or a cash dividend. The record date for the dividend is 10 July 2015 and the dividend
payment date is 16 July 2015.
An announcement containing details of the dividend, the timetable and the scrip dividend will be made on 19 June 2015.
3. Adoption of share incentive plans and creation of a charitable trust
At a special general meeting held on 2 June 2015, the shareholders of the Company approved the adoption of a Deferred Share Bonus
Plan and a Share Purchase Plan, as well as the creation of a charitable trust.
On 10 June 2015, the directors, on the recommendation of the remuneration committee, approved the following (see also note 8):
Bonus awards under
Deferred Share Bonus Plan
in respect of the year ended Share
31 March 2015* Purchase Plan^
Number Number
EUR of shares EUR of shares
Executive directors 481,938 337,020 7,093,411 4,960,428
Other staff 55,827 39,040 355,614 248,680
537,765 376,060 7,449,025 5,209,108
* Shares options vest in three equal tranches. The first tranche will vest on 11 June 2015. Subsequent tranches will vest in accordance with the rules of the
Deferred Share Bonus Plan on 31 March 2016 and 31 March 2017.
^ Shares will be issued on 11 June 2015.
Loans advanced under the share purchase plan are interest-bearing at a rate equal to the average interest rate incurred by the Group
from time to time. Interest is payable six monthly in arrear. Loans are repayable within 30 days of cessation of employment (unless the
participant ceases employment in circumstances beyond his or her control, in which case the loan is repayable within 12 months), and
must in all circumstances be repaid in 10 years. All dividends paid to such employees (or his or her nominee) by virtue of their shareholding,
must first be utilised to discharge any interest outstanding in terms of the loan advanced in terms of the Share Purchase Plan.
4. Refinance of Euston House
On 8 May 2015, Laxton Properties Limited refinanced the property known as Euston House on favourable terms with a five year loan to
May 2020. The new facility of GBP27,540,000 is interest only. A five year interest rate swap agreement was entered into to fix the interest rate
at an all-in rate of 3.02% per annum (previous facility: 4.54%). The Group incurred costs of GBP413,000 to break the former swap agreement.
5. Refinance of Pilgrim Street
On 29 May 2015, Normanton Properties Limited extended the existing bank loan (which was due to expire in March 2016), on the property
known as Pilgrim Street on favourable terms until March 2019. With effect from signature, the loan became interest only. An interest rate
swap agreement was entered into to fix the interest rate for the period from the prior termination date, being 23 March 2016, until the
new termination date, at an all-in rate of 2.9% per annum. An existing swap agreement results in an all-in rate of 4.11% until 23 March 2016.
The previous all-in rate on the loan was 4.96%.
6. Refinance of Davemount Properties
On 24 March 2015, Davemount Properties extended the current loan facility over the property known as Hollandbay to 24 March 2016. In
terms of the agreement, the Group made a voluntary prepayment of GBP1,4 million to secure the extension on 24 April 2015. The loan value
following this prepayment is GBP4,760,524. All other terms remained unchanged.
7. Notarisation of Hermann Quartier, Neukoelln, Berlin
The acquisition of this property for a purchase price of EUR22.7 million was notarised on 11 May 2015 and is expected to complete
in mid-July. Based on indicative five year swap rates, the return on equity on this investment is expected to exceed 7% per annum
at inception.
Property summary
Additional information on the property portfolio is summarised below:
Gross Annual gross
Asset Asset value lettable Occupancy rental WAULT
value as % of area (by ERV) income (by area)
EURm portfolio m(2) % EURm years
UK Office 308.7 38.3 41,241 100.0 18.8 7.6
Retail 11.5 1.4 7,754 100.0 1.3 5.0
Industrial 16.0 2.0 24,741 100.0 1.5 5.2
Total 336.2 41.7 73,736 100.0 21.6 6.6
Germany Office 52.8 6.5 15,360 94.2 2.7 3.4
Retail 156.3 19.4 77,154 97.7 11.4 6.9
Other 60.7 7.5 6,536 95.1 3.4 4.4
Nursing homes 33.4 4.1 19,330 100.0 2.8 12.2
Total 303.2 37.6 118,380 97.1 20.3 7.1
Switzerland Office 80.9 10.0 24,418 97.4 5.2 4.7
Retail 82.7 10.3 22,514 92.5 5.1 4.4
Other 3.7 0.5 1,451 96.4 0.2 3.3
Total 167.3 20.7 48,383 95.0 10.5 4.5
Total Office 442.4 54.8 81,019 98.9 26.7 5.9
Retail 250.5 31.1 107,422 96.4 17.8 6.2
Industrial 16.0 2.0 24,741 100.0 1.5 5.2
Nursing homes 33.4 4.1 19,330 100.0 2.8 12.2
Other 64.4 8.0 7,987 95.2 3.6 4.2
Total 806.7 100.0 240,499 97.9 52.4 6.4
Note: Includes interests in associates and the joint venture
Portfolio analysis
Combined portfolio
% of Market Weighted Weighted
portfolio value Annualised Net initial average average
by 31 March gross rental yield lease length lease length
Property/ market 2015 Area income 31 March (by rental) (by area)
portfolio value EURm Properties m(2) EURm 2015 years years
UK 41.7 336.2 14 73,736 21.6 5.59% 7.4 6.6
Germany 23.8 191.7 21 71,936 11.6 5.11% 6.7 6.7
Switzerland 20.7 167.3 13 48,383 10.5 4.16% 4.6 4.5
Sub total 86.2 695.2 48 194,055 43.7 5.12% 6.6 6.1
Share of Joint
Ventures and
Associates (Germany) 13.8 111.5 5 46,444 8.7 6.39% 7.1 7.8
Total 100.0 806.7 53 240,499 52.4 5.30% 6.6 6.4
Consolidated (on balance sheet) portfolio
Net Weighted Weighted
Market Annualised initial average average
value gross yield lease lease
Ownership (EURm) rental 31 length length
Property/ interest 31 March Area Income March (by rental) (by area) Voids
Company portfolio % 2015 Properties m(2) EURm 2015 years years by ERV(1)
UK
Davemount Properties (BVI) Davemount 100.00 10.5 3 7,678 1.2 10.44% 5.2 5.1 0.0%
Laxton Properties Limited (BVI) Euston House 100.00 94.2 1 9,974 5.1 3.53% 5.8 5.9 0.0%
GGP1 Limited (Guernsey) GGP1 100.00 40.8 8 35,800 3.7 8.70% 5.7 5.6 0.0%
Normanton Properties (BVI) Pilgrim 100.00 106.8 1 9,719 5.9 5.00% 5.9 5.9 0.0%
LPE Limited (Guernsey) Trafalgar Court 100.00 83.9 1 10,565 5.6 6.54% 12.2 12.2 0.0%
Total UK 336.2 14 73,736 21.6 5.59% 7.4 6.6 0.0%
Germany
Stenham Jasper Limited
Stenham Crystal Limited
Stenham Beryl Limited Aldi 100.00 30.0 14 18,843 2.1 6.14% 11.9 11.9 0.0%
Anarosa Holdings N.V (Curacao) BikeMax 100.00 25.1 5 18,007 2.0 6.66% 6.5 6.2 5.6%
KG Bleichenhof GmbH Bleichenhof 94.90 119.9 1 21,721 6.1 4.27% 4.8 3.1 5.8%
Isabel Properties B.V Neukoelln 100.00 16.7 1 13,365 1.4 6.97% 7.1 5.9 0.0%
Total Germany 191.7 21 71,936 11.6 5.11% 6.7 6.7 4.0%
Switzerland
Credit Suisse
David Properties S.a.r.l. (Lux) Cham 100.00 14.1 1 5,235 0.9 3.48% 3.7 3.4 15.0%
Bruce Properties S.a.r.l. (Lux) Chiasso 100.00 9.2 1 4,118 0.7 4.87% 3.3 2.8 0.3%
Clint Properties S.a.r.l. (Lux) Interlaken 100.00 6.6 1 1,967 0.4 5.96% 3.5 3.0 7.9%
Algy Properties S.a.r.l. (Lux) Sissach 100.00 4.9 1 1,744 0.4 2.56% 2.4 2.0 45.3%
Total Credit Suisse 34.8 4 13,064 2.4 4.19% 3.3 2.9 14.6%
Polo
Polo Property GmbH (Swiss) Altendorf 100.00 28.0 1 8,230 1.6 4.62% 7.9 7.9 2.7%
Polo Property GmbH (Swiss) Arlesheim 100.00 13.6 1 4,834 1.0 3.26% 8.5 8.5 0.0%
Total Polo Total Polo 41.6 2 13,064 2.6 4.17% 8.1 8.1 1.6%
(1) 'ERV' means Estimated rental value.
Weighted Weighted
Market Annualised average average
Ownership value gross rental Net initial lease length lease length
Property/ interest (EURm) Area income yield (by rental) (by area) Voids
Company portfolio % 31 March 2015 Properties m(2) EURm 31 March 2015 years years by ERV(1)
Kantone Kantone
Kantone Holdings Limited
(Guernsey) Baar 100.00 24.2 1 4,045 1.5 4.85% 2.8 2.7 6.6%
Kantone Holdings Limited
(Guernsey) Granges 100.00 19.4 3 5,261 1.2 5.16% 5.6 5.4 0.0%
Kantone Holdings Limited
(Guernsey) Lugano 100.00 21.6 1 7,036 1.3 3.30% 1.1 1.2 0.0%
Kantone Holdings Limited
(Guernsey) Montreux 100.00 20.4 1 4,364 1.2 4.19% 4.8 4.9 2.3%
Kantone Holdings Limited
(Guernsey) Vevey 100.00 5.3 1 1,549 0.3 0.41% 3.2 2.9 1.8%
Total Kantone 90.9 7 22,255 5.5 4.14% 3.4 2.9 2.4%
Total Switzerland 167.3 13 48,383 10.5 4.16% 4.6 4.5 5.0%
Total consolidated
(on balance sheet) portfolio 695.2 48 194,055 43.7 5.12% 6.6 6.1 2.3%
(1) 'ERV' means Estimated rental value.
Analysis of shareholders
as at 31 March 2015
Number of Number of
Shareholder spread shareholdings % shares %
1 ? 1,000 shares 151 7.45 98,303 0.04
1,001 ? 10,000 shares 661 32.63 2,768,411 1.02
10,001 ? 100,000 shares 739 36.48 31,789,335 11.68
100,001 ? 1,000,000 shares 419 20.68 110,141,576 40.46
1,000,001 shares and over 56 2.76 127,438,521 46.80
Total 2,026 100.00 272,236,146 100.00
Number of Number of
Distribution of shareholders shareholdings % shares %
Banks/Brokers 78 3.85 30,559,777 11.23
Close Corporations 19 0.94 863,552 0.32
Endowment Funds 9 0.44 279,842 0.10
Individuals 1,097 54.15 40,686,114 14.95
Insurance Companies 2 0.10 594,716 0.22
Investment Companies 3 0.15 997,207 0.37
Mutual Funds 58 2.86 26,327,759 9.67
Nominee Accounts 8 0.39 2,116,519 0.78
Other Corporations 11 0.54 602,348 0.22
Private Companies 186 9.18 66,820,992 24.55
Public Company 59 2.91 50,756,374 18.64
Retirement Funds 9 0.44 3,964,689 1.45
Trusts 487 24.05 47,666,257 17.50
Total 2,026 100.00 272,236,146 100.00
Number of Number of
Public/non-public shareholders shareholdings % shares %
Non-public shareholders 9 0.44 5,543,858 2.08
Directors 9 0.44 5,543,858 2.08
Public shareholders 2,017 99.56 266,692,288 97.92
Total 2,026 100.00 272,236,146 100.00
Major shareholders
As at financial year end there were 2,026 shareholders in the Company. In terms of the Companies Act 1981 of Bermuda. there is no requirement
for registered shareholders to disclose their beneficial shareholdings and accordingly the Company is only able to provide disclosure on the
shareholdings which have been voluntarily provided. As at 31 March 2015 Peregrine had a direct and indirect interest of 6.45% in the issued
share capital of the Company. The Company does not know of any other shareholder which has a beneficial interest of greater than 5% of the
Company's issued share capital as at 31 March 2015.
Information for shareholders
Important dates
Financial year-end 31 March
Integrated Annual Report posted July
Annual general meeting September
Announcement of results
1st Quarter September
Interim December
2nd Quarter March
Annual June
Dividends Declared Paid
Interim December January
Final June July
Contact details
T: 44 (0) 1481 740571
WWW.STENPROP.COM
INFO@STENPROP.COM
Correspondence address
Stenprop Limited
Kingsway House
Havilland Street
St Peter Port, GY1 2QE
Guernsey, Channel Islands
Corporate information
Registered office of the Company Postal address of the Company
Stenprop Limited Kingsway House
(Registration number 47031) Havilland Street
20 Reid Street St Peter Port, GY1 2QE
3rd Floor, Williams House Guernsey
Hamilton, HM11
Bermuda South African corporate advisor
Java Capital Proprietary Limited
Company secretary (Registration number 2012/089864/07)
Apex Fund Services Ltd. 6A Sandown Valley Crescent
(Registration number 33832) Sandown
3rd Floor, Williams House Sandton, 2196
20 Reid Street South Africa
Hamilton HM11, Bermuda (PO Box 2087, Parklands, 2121)
(PO Box 2460 HM JX, Bermuda)
BSX sponsor
JSE sponsor Appleby Securities (Bermuda) Limited
Java Capital (Registration number 25105)
6A Sandown Valley Crescent Canon's Court
Sandown 22 Victoria Street
Sandton, 2196 Hamilton, HM12, Bermuda
South Africa (Postal address the same as the physical address above)
(PO Box 2087, Parklands, 2121)
Bermudian registrars
SA transfer secretaries Computershare Investor Services (Bermuda) Limited
Computershare Investor Services (Proprietary) Limited (Company number 41776)
(Registration number 2004/003647/07) Corner House
70 Marshall Street 20 Parliament Street
Johannesburg, 2001 Hamilton, HM12
South Africa Bermuda
Correspondence address Correspondence address
PO Box 61763 2nd Floor, Queensway House
Marshalltown, 2107 Hilgrove Street
South Africa St. Helier
Jersey JE1 1ES Channel Islands
Legal advisors
Berwin Leighton Paisner LLP Auditors
Adelaide House Deloitte LLP
London Bridge Regency Court
London, EC4R 9HA Glategny Esplanade
United Kingdom St Peter Port, GY1 3HW, Guernsey
Channel Islands
www.stenprop.com
11 June 2015
Java Capital
