Stenprop Limited
(formerly GoGlobal Properties Limited)
Incorporated in Bermuda Registration number 47031
BSX share code: STP.BH
JSE share code: STP
ISIN: BMG8465Y1093
("Stenprop" or "the Company"or "the Group")
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL RESULTS
for the nine months and quarter ended 31 December 2014
Stenprop Limited, a Bermuda company (previously called GoGlobal Properties Limited) which holds a primary listing on the Bermuda Stock
Exchange ("BSX") and a secondary listing on the Alternative Exchange of the Johannesburg Stock Exchange ("JSE"), today announces its
results for the nine months ended 31 December 2014.
The Company is required to publish financial results for the nine months ended 31 December 2014 in terms of the rules of the BSX.
Accordingly, this announcement presents the unaudited condensed consolidated financial results of the Group in respect of the financial
period from 1 April 2014 to 31 December 2014 in a form compliant with the requirements of the BSX.
General Information
Stenprop was incorporated in Bermuda on 26 October 2012. It was listed on the 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 JSE on 29 April 2013. Formerly known as
GoGlobal Properties Limited, it changed its name to Stenprop Limited on 9 October 2014.
Changes to the Board
Shareholders are referred to the announcements released on 7 August 2014 and 2 October 2014 setting out the details of the acquisition
of various property companies and management companies. Upon completion of the acquisition of these entities on 1 and 2 October 2014
respectively, Paul Arenson was appointed CEO of Stenprop, Patsy Watson was appointed CFO and Neil Marais was appointed executive
director. All were key members of the management team of Stenham Property, the management company acquired by Stenprop, and
have strong track records in the real estate environment. Michael Fienberg and Stephen Ball were appointed as independent non-executive
directors on 2 October 2014, both of whom previously served on the boards of the various entities which owned the acquired properties.
Gerald Leissner remains as non-executive Chairman of the Board, and James Keyes and David Brown remain as non-executive directors.
Sean Melnick, David Smith, Hennie Esterhuizen and Cobus Josling all resigned from the board on 2 October 2014.
On 10 December 2014 Mandy Yachad was appointed to the board as a non-executive director.
Basis of preparation
These unaudited condensed consolidated financial results (the "IFRS Statements") for the nine months and quarter ended
31 December 2014 have been prepared in accordance with the recognition and measurements principles of the International Financial
Reporting Standards ("IFRS") and its interpretations adopted by the International Accounting Standards Board ("IASB"). The accounting
policies and methods of computation are consistent with those applied in the preparation of the interim financial statements for the
six months ended 30 September 2014 which were reviewed and reported on by the Group's auditors. Readers are referred to the published
interim results for the six month period to 30 September 2014, which contain further detail including details regarding events subsequent
to that reporting date.
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 a pro forma statement of comprehensive income for
the nine months ended 31 December 2014.
The main difference between the pro forma statement of comprehensive income and the IFRS statements 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 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 passes), being 1 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 nine-month financial period ended 31 December 2014. 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.
The pro forma statement of comprehensive income is for illustrative purposes only and due to its nature may not fairly reflect the results
of the Group after the differences set out above.
The condensed consolidated financial results prepared in accordance with IFRS and the pro forma statement of comprehensive income
have not been reviewed or reported on by the Group's auditors. They have been prepared by, and are the responsibility of the directors of
Stenprop who approved the report on 4 March 2015.
Changes in functional and presentation currency
Effective 2 October 2014, the Company changed its presentation currency from British Pounds ("GBP") to Euro ("EUR"). From this date
the financial statements are presented in Euro because that is the currency of the primary economic environment in which the Group
operates. The functional currency of the Group is also considered to be Euro and was implemented from acquisition date, being 1 October
2014. This is a change in the functional currency from the prior reporting period.
Prior to 2 October 2014, the Group reported its annual, interim and quarterly Consolidated Statements of Financial Position and related
Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows and Consolidated Statements of Changes
in Equity in GBP. In making this change in functional and presentation currency, the Group followed the recommendations set out in
IAS 21, The Effects of Changes in Foreign Exchange Rates. The unaudited IFRS financial statements included herein were calculated
by translating the IFRS audited GBP amounts at 30 September 2014 at an agreed GBP:EUR exchange rate of GBP1,00:EUR1,258. The
average exchange rate was used to translate the Consolidated Statements of Comprehensive Income. 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 acquisition date.
Financial review
Earnings
The pro forma basic earnings attributable to ordinary shareholders for the nine month period to 31 December 2014 are EUR18,583,623,
after accounting for the net gain on acquisition arising from the internalisation of management and the uplift in value of the various
property companies acquired. This equates to a pro forma diluted basic EPS of 7.46 cents, or an annualised pro forma diluted basic EPS of
9.94 cents. The pro forma headline earnings are EUR16,241,351 equating to a pro forma diluted headline EPS of 6.52 cents or an annualised
headline diluted EPS of 8.69 cents.
In accordance with reporting standards widely adopted across the real estate industry in Europe, the board of directors feels it is appropriate
and useful, in addition to the providing the IFRS disclosed earnings, to also disclose EPRA earnings.
Pro forma adjusted EPRA earnings attributable to shareholders are EUR18,287,788, equating to a pro forma diluted adjusted EPRA EPS of
7.34 cents, or an annualised pro forma diluted adjusted EPRA EPS of 9.79 cents. This represents a 7.1% yield on the issue price of EUR1.37.
Stenprop intends to declare its first dividend in June 2015, relating to the six months to 31 March 2015. Based on an annualised return of
6% on the issue price of EUR1.37, such dividend would be 4.1 cents per share.
Net assets
The basic and diluted IFRS NAV per share at 31 December 2014 is EUR1.45. The diluted EPRA NAV per share is EUR1.50. Readers are
referred to the Subsequent Events note which sets out the impact of movements in exchange rates between the reporting date and the
28 February 2015, which has the effect of increasing the diluted EPRA NAV per share by EUR0.08 to EUR1.58.
Investment in associate
On 29 October 2014, as a result of a scrip dividend paid by Stenham European Shopping Fund Limited, an associate of the Group, the
Group's investment in the Associate entity increased from 28,12% to 28,14%.
Disposals and assets held for sale
On 31 December 2014 the Board committed to sell the building located in Chiswell Street on the basis that its value could be best accessed
by a sale of the property for redevelopment. The sale is unconditional. The agreed sale price was GBP48 550 000, with a completion
date set for 20 March 2015. The net sale proceeds (after settling debt and all costs of the disposal) are expected to be approximately
GBP34 million, resulting in a net gain of approximately GBP3,5 million over the valuation at 30 September 2014. The property is treated as
an asset held for sale in the financial results.
Condensed consolidated statement of comprehensive income
Pro forma
Unaudited Unaudited Unaudited Unaudited Unaudited
for the for the for the for the for the
three three nine nine nine
months months months months months
ended ended ended ended ended
31 /12/2014 31 /12/2013 31 /12/2014 31 /12/2013 31 /12/2014
Note EUR EUR EUR EUR EUR
Net rental income 8,916,313 ? 10,624,311 ? 25,298,011
Management fee income 822,643 ? 822,643 ? 889,692
Operating costs (2,698,756) (14,700) (3,105,901) (42,455) (5,300,415)
Net operating income/(loss) 7,040,200 (14,700) 8,341,053 (42,455) 20,887,288
Fair value movement of investment properties 3,665,151 ? 4,970,301 ? 16,161,799
Reversal of provision for selling costs 1 ? ? ? ? 5,612,458
Income from associates 642,620 ? 642,620 ? 1,803,590
Fair value movement in joint venture 442,399 ? 442,399 ? 1,550,747
Impairment of goodwill 1 ? ? ? ? (19,374,000)
Profit/(loss) from operations 11,790,370 (14,700) 14,396,373 (42,455) 26,641,882
Gain on acquisition 1 9,656,861 ? 9,656,861 ? ?
Other gains and losses 18,416 11,146 11,742 37,855 41,697
Net (loss)/gain from fair value of financial liabilities (127,652) ? (127,652) ? 86,129
Net finance costs (2,429,801) ? (2,709,081) ? (7,480,583)
Net foreign exchange losses (36,297) ? (52,546) ? (36,297)
Profit/(loss) for the period before taxation 18,871,897 (3,554) 21,175,697 (4,600) 19,252,828
Taxation 140,983 ? (15,337) ? (632,931)
Profit/(loss) for the period after taxation 19,012,880 (3,554) 21,160,360 (4,600) 18,619,897
Profit/(loss) attributable to:
Equity holders 18,976,606 (3,554) 21,124,086 (4,600) 18,583,623
Non-controlling interest 36,274 ? 36,274 ? 36,274
Other comprehensive income
Fair value movement on interest rate swaps (56,259) ? (47,918) ? (47,918)
Foreign currency translation reserve 232,109 ? 232,109 ? 2,772,572
Total comprehensive profit/(loss) for the period 19,188,730 (3,554) 21,344,551 (4,600) 21,344,551
Total comprehensive profit/(loss) attributable to:
Equity holders 19,152,456 (3,554) 21,308,277 (4,600) 21,308,277
Non-controlling interest 36,274 ? 36,274 ? 36,274
Earnings per share
IFRS EPS (cents) 2 7.62 (0.71) 8.49 (0.97) 7.47
Diluted IFRS EPS (cents) 2 7.62 (0.71) 8.48 (0.97) 7.46
Adjusted EPRA EPS (cents) 2 2.36 (0.71) 2.70 (0.97) 7.35
Diluted adjusted EPRA EPS (cents) 2 2.36 (0.71) 2.70 (0.97) 7.34
Headline EPS (cents) 2 2.06 (0.71) 2.40 (0.97) 6.53
Diluted headline EPS (cents) 2 2.06 (0.71) 2.40 (0.97) 6.52
Condensed consolidated statement of financial position
Unaudited Audited Unaudited
as at as at as at
31/12/2014 31/3/2014 31/12/2013
Note EUR EUR EUR
ASSETS
Investment properties 558,341,280 33,281,325 ?
Investment in associates 35,193,503 ? ?
Investment in listed securities 331,872 286,541 270,438
Investment in joint venture 9,390,048 ? ?
Property, plant and equipment 4,705 ? ?
Total non-current assets 603,261,408 33,567,866 270,438
Current assets
Cash 46,067,928 1,670,754 318,061
Accounts receivable 1,552,706 171,492 ?
Other debtors 1,587,558 52,002 ?
Prepayments 873,414 34,201 1,072
Assets held for sale 60,918,324 ? ?
Total current assets 110,999,930 1,928,449 319,133
Total assets 714,261,338 35,496,315 589,571
EQUITY AND LIABILITIES
Capital and reserves
Share capital 3 319 19 1
Share premium 3 341,985,421 21,220,883 598,959
Share premium ? listing costs (2,160,015) (89,384) (71,875)
Retained earnings 21,086,661 (37,425) (20,170)
Foreign currency translation reserve 324,838 ? ?
Cash flow hedge reserve (136,146) 4,501 ?
Total equity attributable to equity shareholders 361,101,078 21,098,594 506,915
Non-controlling interest 1,758,176 ? ?
Total equity 362,859,255 21,098,594 506,915
Non-current liabilities
Bank loans 283,316,412 12,586,392 ?
Derivative financial instruments 4,731,785 88,227 ?
Other loan and interest 369,342 ? ?
Deferred tax 6,074,703 ? ?
Total non-current liabilities 294,492,242 12,674,619 ?
Current liabilities
Bank loans 24,992,817 ? ?
Accounts payable and accruals 14,161,202 1,723,102 82,656
Liabilities directly associated with assets classified as held for sale 17,755,822 ? ?
Total current liabilities 56,909,841 1,723,102 82,656
Total liabilities 351,402,083 14,397,721 82,656
Total equity and liabilities 714,261,338 35,496,315 589,571
IFRS net asset value per share 2 1.45 1.32 1.01
EPRA net asset value per share 2 1.50 1.33 1.01
Condensed 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 300 320,853,922 ? ? ? 320,854,222 ? 320,854,222
Share issue and
listing costs ? (2,160,015) ? ? ? (2,160,015) ? (2,160,015)
Novation of
SWAP contract ? ? ? 92,729 (92,729) ? ? ?
Total comprehensive
profit/(loss) for
the period ? ? 21,124,086 232,109 (47,918) 21,308,277 36,274 21,344,551
Adjustments arising
from change in non-
controlling interest ? ? ? ? ? ? 1,721,902 1,721 902
Balance at
31 December 2014 319 339,825,406 21,086,661 324,838 (136,146) 361,101,079 1,758,176 362,859,255
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
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)
Adjustments arising
from change in non-
controlling interest ? ? ? ? ? ? ? ?
Balance at
31 March 2014 19 21,131,499 (37,425) ? 4,501 21,098,594 ? 21,098,594
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 2013 ? 284,739 (15,570) ? ? 269,169 ? 269,169
Issue of share capital 1 302,356 ? ? ? 302,357 ? 302,357
Share issue
and listing costs ? (60,011) ? ? ? (60,011) ? (60,011)
Total comprehensive
loss for the period ? ? (4,600) ? ? (4,600) ? (4,600)
Adjustments arising
from change in non-
controlling interest ? ? ? ? ? ? ? ?
Balance at
31 December 2013 1 527,084 (20,170) ? ? 506,915 ? 506,915
Condensed consolidated statement of cash flow
Unaudited Unaudited
for the Audited for the
nine months for the period nine months
ended ended ended
31/12/2014 31/3/2014 31/12/2013
EUR EUR EUR
Operating activities
Profit/(loss) from operations 14,396,373 (65,538) (42,455)
Share of profit in associates (642,620) ? ?
Impairment of goodwill ? 9,728 ?
(Increase) in fair value of investment property (4,970,301) ? ?
(Increase) in fair value of joint venture (442,399) ? ?
Exchange rate losses (52,546) ? ?
(Increase)/decrease in trade and other receivables (1,312,699) (51,866) 63
Increase in trade and other payables 641,310 201,062 11,782
Interest paid (2,499,932) ? ?
Interest received 7,944 231 ?
Tax paid (260,082) ? ?
Net cash from operating activities 4,865,048 93,617 (30,610)
Investing activities
Dividends received from trading activities 3,377 10,845 6,541
Dividends received from associates 562,480 ? ?
Purchases of trading investments ? (252,646) ?
Purchases of investment property (783,620)
Cash obtained on acquisition of subsidiaries 42,256,201 1,229,941 ?
Net cash used in investing activities 42,038,438 988,140 6,541
Financing activities
Repayment of borrowings (2,046,483) ? ?
Proceeds on issue of ordinary share capital ? 605,115 299,480
Listing costs paid (988,744) (16,118) (7,941)
Financing fees (6,354) ? ?
Unutilised facility fee paid (43,340) ? ?
Other loans 346,499 ? ?
Net cash (used in)/from financing activities (2,738,422) 588,997 291,539
Net increase in cash and cash equivalents 44,397,174 1,670,754 268,052
Effect of foreign exchange rate changes 232,109 ? 582
Cash and cash equivalents at beginning of the period 1,670,754 ? 50,009
Cash and cash equivalents at end of the period 46,067,928 1,670,754 318,061
Notes to the condensed consolidated interim financial statements
1. Gain on acquisition
Readers are referred to the unaudited interim results for the six months ended 30 September 2014 which provides a detailed
commentary on the acquisition of, and accounting for, the various property companies and management companies acquired on
1 October 2014 and 2 October 2014 respectively.
Notional goodwill of EUR19,374,000 arose as a result of the acquisition of the Stenham Property Holdings Limited Group 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 of EUR9,656,861 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.
In the interim results the gain on acqusition, which is recognised in the IFRS statements on acquisition date of 2 October 2014,
was reconciled to the separate trading profits, property valuations and other adjustments included in the pro forma statement of
comprehensive income which has been prepared as if completion of the acqusition of the property companies had taken place on
1 April 2014 , which was the effective date on which risk and reward passed to Stenprop. Included in the calculation of the Gain on
acquisition figure is the reversal of the provision for selling costs of EUR5,612,458.
2. Earnings and net asset value per ordinary share
Earnings per ordinary share
Earnings per share is calculated on the weighted average number of shares in issue and the profit/(loss) attributable to shareholders.
Reconciliation of profit for the period to adjusted EPRA earnings
Pro forma
Unaudited Unaudited Unaudited Unaudited Unaudited
for the for the for the for the for the
three months three months nine months nine months nine months
ended ended ended ended ended
31/12/2014 31/12/2013 31/12/2014 31/12/2013 31/12/2014
EUR EUR EUR EUR EUR
Earnings/(loss) per IFRS income statement
attributable to shareholders 18,976,606 (3,554) 21,124,086 (4,600) 18,583,623
Adjustments to calculate EPRA earnings,
exclude:
Changes in fair value of investment
properties (3,665,151) ? (4,970,301) ? (16,161,799)
Reversal of provision for selling costs ? ? ? ? (5,612,458)
Reversal of gain on acquisition (9,656,861) ? (9,656,861) ? ?
Reversal and impairment of goodwill ? ? ? 19,374,000
Changes in fair value of financial instruments 127,652 ? 127,652 ? (86,129)
Deferred tax in respect of EPRA adjustments (467,647) ? (467,647) ? 105,903
Adjustments in respect of
non-controlling interests:
Changes in fair value (89,934) ? (89,934) ? 206,535
Deferred tax in respect of EPRA adjustments 13,490 ? 13,490 ? (30,980)
EPRA earnings/(loss) attributable
to shareholders 5,238,156 (3,554) 6,080,486 (4,600) 16,378,695
Further adjustments to arrive at Adjusted
EPRA earnings
Straight-line unwind of purchased swaps 636,251 ? 636,251 ? 1,909,093
Adjusted EPRA earnings/(loss)
attributable to shareholders 5,874,407 (3 554) 6,716,737 (4,600) 18,287,788
Pro forma
Unaudited Unaudited Unaudited Unaudited Unaudited
for the for the for the for the for the
three months three months nine months nine months nine months
ended ended ended ended ended
31/12/2014 31/12/2013 31/12/2014 31/12/2013 31/12/2014
EUR EUR EUR EUR EUR
Weighted average number of shares in issue 248,902,812 500,000 248,902,812 474,545 248,902,812
Deferred consideration 291,563 ? 291,563 ? 291,563
Diluted weighted average number
of shares in issue 249,194,375 500,000 249,194,375 474,545 249,194,375
Earnings per share
IFRS EPS (cents) 7.62 (0.71) 8.49 (0.97) 7.47
Diluted IFRS EPS (cents) 7.62 (0.71) 8.48 (0.97) 7.46
EPRA EPS (cents) 2.10 (0.71) 2.44 (0.97) 6.58
Diluted EPRA EPS (cents) 2.10 (0.71) 2.44 (0.97) 6.57
Adjusted EPRA EPS (cents) 2.36 (0.71) 2.70 (0.97) 7.35
Diluted adjusted EPRA EPS (cents) 2.36 (0.71) 2.70 (0.97) 7.34
A further adjustment of EUR1,909,093 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.
Applying IFRS treatment, these acquired swaps are required to be valued at each reporting date and the change in value taken to
profit and loss. Given that these swaps will unwind to zero at the relevant maturity dates, an adjustment has been made to reflect
an unwind of the value at 1 April 2014 of the acquired swap contracts on a straight-line basis to maturity, such that EPRA Adjusted
Earnings more accurately reflect the lower effective interest cost. Therefore, the change in the value of these swaps included in the
IFRS earnings has been removed in the EPRA calculation and replaced with the straight-line swap unwind adjustment to arrive at
Adjusted EPRA earnings.
Reconciliation of profit/(loss) for the period to headline earnings/(loss)
Pro forma
Unaudited Unaudited Unaudited Unaudited Unaudited
for the for the for the for the for the
three months three months nine months nine months nine months
ended ended ended ended ended
31/12/2014 31/12/2013 31/12/2014 31/12/2013 31/12/2014
EUR EUR EUR EUR EUR
Earnings/(loss) per IFRS income statement
attributable to shareholders 18,976,606 (3,554) 21,124,086 (4,600) 18,583,623
Adjustments to calculate headline earnings,
exclude:
Changes in fair value of investment
properties (3,665,151) ? (4,970,301) ? (16,161,799)
Reversal of provision for selling costs ? ? ? ? (5,612,458)
Reversal of gain on acquisition (9,656,861) ? (9,656,861) ? 19,374,000
Changes in fair value of financial instruments (56,259) ? (47,918) ? (47,918)
Deferred tax in respect of headline earnings
adjustments (467,647) ? (467,647) ? 105,903
Adjustments in respect of
non-controlling interests
Changes in value of investment properties ? ? ? ? ?
Deferred tax in respect of adjustments ? ? ? ? ?
Headline earnings/(loss)
attributable to shareholders 5,130,688 (3,554) 5,981,359 (4,600) 16,241,351
Headline earnings per share
Headline EPS (cents) 2.06 (0.71) 2.40 (0.97) 6.53
Diluted headline EPS (cents) 2.06 (0.71) 2.40 (0.97) 6.52
Net asset value per share
The calculation of net asset value per share is set out below:
Unaudited Audited Unaudited
as at as at as at
31/12/2014 31/3/2014 31/12/2013
EUR EUR EUR
Net assets attributable to equity shareholders 361,101,079 21,098,594 506,915
Adjustments to arrive at EPRA net asset value:
Derivative financial instruments 4,731,785 88,227 ?
Deferred tax 6,074,703 ? ?
Adjustments above in respect of non-controlling interests 2,558,673 ? ?
EPRA net assets attributable to shareholders 374,466,239 21,186,821 506,915
Number of shares in issue 248,902,812 15,986,003 500,000
Deferred consideration 291,563 ? ?
Diluted number of shares in issue 249,194,375 15,986,003 500,000
Net asset value per share (basic and diluted)
IFRS net asset value per share 1.45 1.32 1.01
EPRA net asset value per share 1.50 1.33 1.01
3. Share capital
Unaudited as at Audited as at Unaudited as at
31/12/2014 31/3/2014 31/12/2013
EUR EUR EUR
Authorised
1 000 000 000 ordinary shares with a par value of EUR0,000001258 each 1,258 1,258 1,258
Unaudited as at Audited as at Unaudited as at
31/12/2014 31/3/2014 31/12/2013
Number Number Number
of shares of shares of shares
Issued share capital
Opening balance 15,986,003 250,000 250,000
Issue of new shares 232,916,809 15,736,003 250,000
Closing number of shares issued 248,902,812 15,986,003 500,000
Unaudited as at Audited as at Unaudited as at
31/12/2014 31/3/2014 31/12/2013
EUR EUR EUR
Share capital 319 19 1
Share premium 341,985,421 21,220,883 598,959
Less: Acquisition/transaction costs (2,160,015) (89,384) (71,875)
Total share premium 339,825,406 21,131,499 527,084
Issue of shares to acquire various property companies, the Stenham Property management business and the former investment
manager, Apex Hi (UK) Limited
The Company has 248,902,812 (March 2014: 15,986,003) ordinary shares in issue at reporting date. 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 Bermudian share register at an issue price of EUR1,37 per share as consideration for the purchase of the
property and management companies.
Translation of share capital
Shareholders are referred to the 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 acquisition date,
resulting in an authorised share capital of EUR1,258,00 comprising 1,000,000,000 common shares of EUR0,000001258 each.
4. Subsequent events
Acquisitions
On 5 February 2015, Stenprop (UK) Limited exchanged contracts to acquire the following company:
Place of Ownership
Name incorporation (%)
LPE Limited Guernsey 100
LPE Limited owns one modern A-grade multi let office building, in Guernsey known as Trafalgar Court. The purchase price is
approximately GBP61,4 million with a completion date set for 24 March 2015. GBP30 million of the purchase price will be funded
though bank debt with the balance being funded from available cash. After completion the Group will have an interest in 53 properties.
Impact of movement in exchange rates between reporting date and date of publication of these results
Approximately 21% of the Company's portfolio by value is located in Switzerland and 37% in the United Kingdom. Since the published
results of the Company at 31 December 2014, Swiss Francs have appreciated by approximately 12.8% against the Euro, and the
British Pound has appreciated by approximately 7.7%. This was calculated using a GBP:EUR exchange rate of GBP1.00:EUR1.3763
and a CHF:EUR exchange rate of CHF1.00:EUR0.9382 as at 28 February 2015. The impact of the strengthening of these currencies
against the Euro on the net asset values of the portfolios based in Switzerland and the United Kingdom is an increase of approximately
EUR21 million.
Stenprop has a primary listing on the Bermuda Stock Exchange and a secondary listing on the Alternative Exchange of the JSE Limited.
Note: All times indicated in this announcement are Greenwich Mean Time ("GMT").
Date: 5 March 2015
South African corporate advisor and JSE sponsor:
Java Capital
BSX sponsor
Appleby Securities (Bermuda) Limited
