Stenprop 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") HALF YEARLY REPORT 2015 Stenprop Limited ("Stenprop" or "the Company" or "the Group") is a European property investment group focused on cultivating a diversified portfolio of quality investment properties delivering sustainable and growing earnings, distributions and capital growth to shareholders. Our existing portfolio is located primarily in major cities in the UK, Germany and Switzerland with an emphasis on commercial and retail assets. Stenprop is dual-listed on the Bermuda Stock Exchange and the Johannesburg Stock Exchange. We are experts in our field and are committed to the next phase of value enhancement for our shareholders. (Incorporated in Bermuda) (Registration number 47031) BSX share code: STP.BH JSE share code: STP ISIN: BMG8465Y1093 STENPROP HALF YEARLY REPORT 2015 HIGHLIGHTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2015 EUR1.68 EPRA NAV per share 1.8% increase in EPRA NAV per share since year-end 5.17 cents diluted adjusted EPRA earnings per share 5.5% increase on the pro forma** diluted adjusted EPRA EPS at 2 October 2014 4.2 cents interim dividend per share declared - Declaration of interim dividend on 25 November 2015 of 4.2 cents per share for the six months ended 30 September 2015, payable with a scrip alternative on 28 January 2016. - Diluted adjusted EPRA EPS* of 5.17 cents for the period ended 30 September 2015 representing a 5.5% increase on the pro forma** diluted adjusted EPRA EPS at 2 October 2014. Diluted IFRS EPS was 9.86 cents. - EPRA net asset value per share of EUR 1.68, an increase of 1.8% since the year-end. IFRS net asset value per share was EUR 1.62 per share. - Completion in May 2015 of the acquisition of a 50% interest in 25 Argyll Street, a multi-let office building located in London's West End, based on a purchase price of the property of GBP75 million (EUR 101.2 million). - Completion of refinancing of GBP64.6 million (EUR 87.1 million) of debt on two London properties in May 2015. - Completion in August 2015 of the acquisition of the Hermann Quartier retail centre in Berlin at a purchase price of EUR 22.7 million. - Migration to the JSE's Main Board with effect from 5 October 2015. - Notarisation in June 2015 of the Victoria retail centre in Berlin at a purchase price of EUR 20.6 million, with completion on 24 November 2015. COMMENTARY Stenprop is pleased to announce its consolidated results for the first half of the financial year. INVESTMENT STRATEGY Stenprop currently focuses on property investment in the United Kingdom, Germany and Switzerland with an emphasis on commercial and retail assets. Its objective is to cultivate a diversified portfolio of quality investment properties delivering sustainable and growing earnings, distributions and capital growth to shareholders. Stenprop does not generally pursue development exposure other than value add asset management and related development of existing assets to protect and improve capital values. It intends to distribute most of its earnings which are available for distribution on a bi-annual basis. BUSINESS REVIEW Portfolio summary Stenprop has an interest in 56 properties valued at EUR 907 million(1), with 44% in the United Kingdom, 39% in Germany and 17% in Switzerland (by value). The portfolio, which has a gross lettable area of approximately 266,000(1) m(2) and gross annual rent of EUR 58.6 million(1), is predominantly in the office and retail sectors which account for 51% and 35% of rental income respectively. Six properties accounts for 60% of the total portfolio asset value. The value of the three Central London properties accounts for 30% of the total portfolio asset value. Top six properties by value as at 30 September 2015 Weighted average Market Ownership Lettable Annualised unexpired value interest area gross rental lease term Property (EUR 'million) (%) Sector (m2) (EUR 'million) (years) Bleichenhof Hamburg 121.9 94.9 Mixed use 21,721 6.12 4.3 Pilgrim Street London 112.3 100.0 Office 9,719 6.06 5.4 Euston House London 99.1 100.0 Office 9,974 5.19 5.3 Trafalgar Court Guernsey 82.8 100.0 Office 10,565 5.86 11.6 Nova Eventis Leipzig 267.7(2) 28.4 Retail 95,472 5.88 3.7 Argyll Street London 111.3 50.0 Office 5,941 5.05 3.4 Total 795.1 153,392 34.16 5.7 Acquisitions 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 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 and a term of five years. The acquisition of a shopping centre known as Hermann Quartier for a purchase price of EUR 22.7 million completed on 24 August 2015. The property is on a high street location of Berlin's central suburb of Neukolln with excellent public transport links, including an underground station inside the shopping centre. The property is anchored by strong tenants including Kaiser's, DM and Netto. The return on equity on this investment exceeded 7.5% per annum at inception. The purchase of the Victoria shopping centre for EUR 20.6 million was notarised on 18 June 2015 and completed on 24 November 2015. The property is located in the Lichtenberg district of Berlin, approximately 15 minutes by underground from the city centre and is comprised of two buildings. The investment is anchored by Kaufland (a hypermarket chain) on a new 17 year lease. The return on equity on this investment exceeded 8% per annum at inception. FINANCIAL REVIEW Earnings The basic earnings attributable to ordinary shareholders for the six-month period to 30 September 2015 were EUR 27.3 million (2014 pro forma: EUR 9.2 million). This equates to a diluted IFRS EPS of 9.86 cents (2014 pro forma: 3.69 cents). Headline earnings were EUR 13.5 million (2014 pro forma: EUR 11.2 million) equating to diluted headline EPS of 4.88 cents (2014 pro forma: 4.48 cents). In accordance with reporting standards widely adopted across the real estate industry in Europe, the directors feel it is appropriate and useful, in addition to providing the IFRS disclosed earnings, to also disclose EPRA(3) earnings. Adjusted EPRA earnings attributable to shareholders were EUR 14.3 million (2014 pro forma: EUR 12.2 million), equating to diluted adjusted EPRA EPS of 5.17 cents (2014 pro forma: 4.90 cents). This represents a 5.5% increase on the pro forma diluted adjusted EPRA EPS at 2 October 2014. Management fee income relates to fees earned by the management companies on management and administration services provided to certain managed property syndicates and funds, the assets of which did not form part of the Stenham Transaction. During the period the Group earned fees relating to the disposal of assets held by managed syndicates of EUR 0.7 million. Ongoing management fees made up the balance of the management fee income which totalled EUR 1.8 million for the six month period. Management fee income is a source of income that will diminish over time. Dividends On 25 November 2015, the directors declared a dividend of 4.2 cents per share, relating to the six months to 30 September 2015. 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 11 December 2015. The record date for the dividend is 22 January 2016 and the dividend payment date is 28 January 2016. On 11 June 2015, the Company announced a final distribution of 4.2 cents per share in respect of the year ended 31 March 2015 and offered shareholders the option to receive either a scrip dividend by way of an issue of new Stenprop shares credited as fully paid up, or a cash dividend. On 13 July 2015, the Company announced a 29.48% take up of the scrip dividend, for which 2,257,894 new Stenprop shares were issued. Balance sheet The IFRS (basic and diluted) net asset value per share at 30 September 2015 was EUR 1.62 (2014 pro forma: EUR 1.41). 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. The diluted EPRA NAV per share at 30 September 2015 was EUR 1.67 (2014 pro forma: EUR 1.46). This represents a 1.2% increase on 31 March 2015 diluted EPRA NAV per share of EUR 1.65. Foreign exchange Foreign exchange markets have been relatively volatile over the six-month period under review. Euro rates against Sterling at the start of April were GBP1:EUR 1.36 and reached over GBP1:EUR 1.44 before ending the period on GBP1:EUR 1.35. Foreign exchange volatility has also been seen with the Swiss Franc which began the period at CHF1:EUR 0.96 and ended the period at CHF1: EUR 0.91. The Euro has weakened against both Sterling and the Swiss Franc since 30 September 2015. Stenprop's diversification across the UK, Germany and Switzerland provides a natural spread of currencies. It remains our policy not to hedge currencies and to maintain this multi-currency exposure. PORTFOLIO VALUATION On a like for like basis, the valuation of the portfolio increased by EUR 18 million (including the Company's share of joint ventures and associates), driven largely by the continuing strength of the prime office sector in London. The investment property balance has increased as a result of the purchase of Hermann Quartier for EUR 22.7 million which completed at the end of August 2015. United Kingdom The UK portfolio (excluding 25 Argyll Street discussed separately below) was independently valued at GBP256.9 million, an increase of 4.5% on the year end valuations on a like for like basis. The strong growth in rental and capital values in central London is driven by a continued shortage of office supply which has seen these assets increase in value by GBP11.0 million over the period. Germany The German portfolio (excluding associates and joint ventures) was independently valued at EUR 218.8 million. On a like for like basis and excluding the Hermann Quartier Berlin retail shopping centre acquired in August 2015, property values rose by 2.2%. This was driven by a EUR 2 million increase at the Bleichenhof mixed use property in Hamburg with a further EUR 2 million increase seen at our portfolio of 14 Aldi properties. Switzerland The Swiss portfolio was independently valued at CHF171.4 million, a 2% decrease on the year-end valuation of CHF175.0 million. This was driven by two properties, the most notable being at Lugano where we are engaged in a repositioning of the property. Two of the main tenant leases expire shortly and we are in negotiations with a national retailer to potentially take a new lease over the entire building. The valuation has reduced by CHF2.6 million to take account of this. When the repositioning is complete we expect the value to increase materially. Joint ventures and associates The Care Homes portfolio valuation of EUR 33.6 million remains broadly unchanged at the end of the period. The portfolio was valued at EUR 33.4 million as at 31 March 2015 and remains fully let. The property valuation of 25 Argyll Street, in which Stenprop holds a 50% interest has increased by 10% since its acquisition. The Nova Eventis shopping centre in Leipzig, in which Stenprop holds a 28.42% interest, was valued at EUR 267.7 million (excluding assumed selling costs of 1%), a 2.7% reduction over the year-end valuation of EUR 275 million. Capital management The value of the property portfolio as at 30 September 2015, including the Group's share of associate and joint venture properties, was EUR 886.6 million (excluding the Victoria Centre which completed on 24 November 2015). Bank debt at the same date was EUR 465.2 million resulting in an average loan to value ratio of 52.4%, down from 53.8% at year end. Stenprop is targeting an average loan to value ratio of 50%. The weighted average debt maturity stood at 2.8 years at 30 September 2015 compared with 2.2 years at the year-end and reflecting the refinancing activities undertaken in the period and detailed below. Annual amortisation payments since the year end remain unchanged in Germany and Switzerland but have been reduced in the UK to GBP0.7 million following the refinancing at our Euston House and Pilgrim Street properties, resulting in total annual amortisation payments of EUR 7.2 million. The all-in contracted weighted average cost of debt dropped to 2.86% from 3.07% at 31 March 2015. 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 30 September 2015 was 2.44%. As previously reported, on 8 May 2015, the property known as Euston House was refinanced on favourable terms with a five year loan to May 2020. The new facility of GBP27.5 million 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 GBP0.4 million to break the former swap agreement. On 29 May 2015, also as previously reported, 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%. Subsequent events As announced on 25 September 2015, the JSE approved the transfer of Stenprop's listing from the JSE's AltX to the JSE's Main Board with effect from Monday, 5 October 2015. The transfer will not affect the Company's current listing on the Bermuda Stock Exchange. On 24 November 2015, Stenprop completed the acquisition of the Victoria shopping centre for EUR 20.6 million. Prospects As announced on SENS in the Forecast Financial Information announcement published on 14 August 2015, the Group expected adjusted diluted EPRA earnings per share for the year ended 31 March 2016 of 10.32 cents per share. We remain on track to achieve our forecast. However, fluctuations in exchange rates used in our forecast5 will impact earnings. This general forecast has been based on the Group's forecasts and has not been reported on by the external auditors. (1) Includes Stenprop's share of the properties held within the associate and joint venture investments and the Victoria Centre, Berlin which completed on 24 November 2015. (2) Nova Eventis valuation excluding selling costs assumed at 1%. (3) The European Public Real Estate Association ("EPRA") issued Best Practices Policy Recommendations in December 2014, which provide guide- lines for performance measures relevant to real estate companies. Their recommended reporting standards are widely applied across this mar- ket, 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. (4) 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 IAS 40, adjustments to reflect the EPRA NAV include only those relating to the revaluation of financial instruments and deferred tax. (5) Exchange rates used in the forecast were GBP1:EUR 1.42 and CHF1:EUR 0.96 INDEPENDENT REVIEW REPORT TO STENPROP LIMITED We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2015 which comprises the condensed consolidated income statement, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated cash flow statement and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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, for our review work, for this report, or for the conclusions we have formed. Directors' responsibilities The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Listings Requirements of the Johannesburg Stock Exchange. As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as issued by the International Accounting Standards Board. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as issued by the International Accounting Standards Board. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion, but we will issue a review report addressed to the members of the entity. In order to comply with Rule 8.60 of the JSE Listings Requirements, this review report will be referred to in the interim financial information and will be made available by the Company for inspection at its registered office. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2015 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as issued by the International Accounting Standards Board. Deloitte LLP Chartered Accountants Guernsey 25 November 2015 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME *Restated **Pro forma Unaudited Unaudited Unaudited for the for the for the six months six months six months ended ended ended 30 September 30 September 2 October 2015 2014 2014 Note EUR '000 EUR '000 EUR '000 Net rental income 3 19,625 1,705 16,382 Management fee income 1,786 ? 67 Operating costs 4 (4,650) (360) (2,602) Net operating income 16,761 1,345 13,847 Fair value movement of investment properties 8 11,982 1,305 12,497 Reversal of provision for selling costs ? ? 5,612 Investment in associates 9 (1,016) ? 1,161 Investment in joint ventures 10 6,410 ? 1,108 Impairment of notional goodwill ? ? (19,374) Profit from operations 34,137 2,650 14,851 Other gains and losses ? 15 23 Net (loss)/gain from fair value of financial liabilities (180) ? 214 Net finance costs (5,577) (279) (5,051) Net foreign exchange gain 81 ? ? Profit for the period before taxation 28,461 2,386 10,037 Taxation (1,030) (156) (774) Profit for the period after taxation 27,431 2,230 9,263 Profit attributable to: Equity holders 27,254 2,230 9,188 Non-controlling interest 177 ? 75 Other comprehensive income Items that may be reclassified subsequently to profit or loss: Fair value movement on interest rate swaps 519 13 13 Foreign currency translation reserve (6,539) 1,283 2,648 Total comprehensive profit for the period 21,411 3,526 11,924 Total comprehensive profit attributable to: Equity holders 21,234 3,526 11,899 Non-controlling interest 177 ? 25 Earnings per share IFRS EPS (cents) 5 9.88 13.95 3.69 Diluted IFRS EPS (cents) 5 9.86 13.95 3.69 EPRA EPS (cents) 5 4.81 5.79 4.39 Diluted EPRA EPS (cents) 5 4.80 5.79 4.39 Adjusted EPRA EPS (cents) 5 5.18 5.79 4.91 Diluted adjusted EPRA EPS (cents) 5 5.17 5.79 4.90 * The comparatives have been restated to reflect the change in presentational and functional 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. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION **Pro forma Unaudited Audited Unaudited as at as at as at 30 September 31 March 2 October 2015 2015 2014 Note EUR '000 EUR '000 EUR '000 ASSETS Investment properties 8 722,117 695,196 614,089 Investment in associates 9 38,085 39,652 35,113 Investment in joint ventures 10 39,610 8,506 8,948 Investments ? ? 314 Other debtors 7,500 ? ? Property, plant and equipment 3 2 10 Total non-current assets 807,315 743,356 658,474 Cash and cash equivalents 45,420 80,430 44,532 Accounts receivable 2,363 2,634 2,944 Other debtors 2,259 3,910 546 Prepayments 1,658 1,519 411 Total current assets 51,700 88,493 48,433 Total assets 859,015 831,849 706,907 EQUITY AND LIABILITIES Capital and reserves Share capital 7 ? ? ? Share premium 7 385,036 374,127 339,898 Equity reserve 303 ? ? Retained earnings 53,162 37,561 11,945 Foreign currency translation reserve 15,604 22,143 66 Cash flow hedge reserve ? (519) (80) Total equity attributable to equity shareholders 454,105 433,312 351,829 Non-controlling Interest 1,992 1,815 1,750 Total equity 456,097 435,127 353,579 Non-current liabilities Bank loans 11 360,648 296,873 292,079 Derivative financial instruments 4,624 5,108 4,376 Other loan and interest 23 23 22 Deferred tax 7,653 7,230 6,532 Total non-current liabilities 372,948 309,234 303,009 Current liabilities Bank loans 11 10,791 68,058 34,830 Derivative financial instruments 738 1,273 169 Accounts payable and accruals 18,441 18,157 15,320 Total current liabilities 29,970 87,488 50,319 Total liabilities 402,918 396,722 353,328 Total equity and liabilities 859,015 831,849 706,907 IFRS net asset value per share 6 1.62 1.59 1.41 EPRA net asset value per share 6 1.68 1.65 1.46 * 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. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Attri- Foreign Cash butable currency flow to equity Non- Share Share Equity Retained translation hedge share- controlling Total capital premium reserve earnings reserve reserve holders interest equity EUR '000 EUR '000 EUR '000 EUR '000 EUR '000 EUR '000 EUR '000 EUR '000 EUR '000 Balance at 1 April 2015 ? 374,127 ? 37,561 22,143 (519) 433,312 1,815 435,127 Issue of share capital ? 10,909 (25) ? ? ? 10,884 ? 10,884 Credit to equity for equity-settled share-based payments ? ? 328 ? ? ? 328 ? 328 Total comprehensive profit for the period ? ? ? 27,254 (6,539) 519 21,234 177 21,411 Ordinary dividends ? ? ? (11,653) ? ? (11,653) ? (11,653) Balance at 30 September 2015 ? 385,036 303 53,162 15,604 ? 454,105 1,992 456,097 Balance at 1 April 2014 ? 21,131 ? (37) ? 5 21,099 ? 21,099 Novation of swap contract ? ? ? 98 ? (98) ? ? ? Listing costs ? (36) ? ? ? ? (36) ? (36) Total comprehensive profit for the period ? ? ? 2,230 1,283 13 3,526 ? 3,526 Balance at 30 September 2014 ? 21,095 ? 2,291 1,283 (80) 24,589 ? 24,589 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS *Restated Unaudited Unaudited for the for the six months six months ended ended 30 September 30 September 2015 2014 Note EUR '000 EUR '000 Operating activities Profit from operations 34,137 2,650 Share of loss in associates 9 1,016 ? Increase in fair value of investment property 8 (11,982) (1,344) Increase in fair value of joint venture 10 (6,410) ? Exchange rate gains 81 ? Decrease/(increase) in trade and other receivables 373 (16) Increase/(decrease) in trade and other payables 896 (398) Interest paid (5,320) (248) Interest received 520 1 Net tax paid (263) (11) Net cash from operating activities 13,048 634 Investing activities Dividends received from trading activities ? 8 Dividends received from associates 1,388 ? Dividends received from joint ventures 210 ? Capital expenditure on investment properties 8 (26,902) ? Acquisition of investment in joint venture 10 (26,782) ? Net cash (used in)/from investing activities (52,086) 8 Financing activities Repayment of borrowings (36,437) ? Dividends paid (8,198) Listing costs paid ? (113) Financing fees paid (945) (55) Unutilised facility fee paid ? (44) Payments made on swap break (571) ? New bank loans raised 50,069 ? Net cash from/(used in) financing activities 3,918 (212) Net (decrease)/increase in cash and cash equivalents (35,120) 430 Effect of foreign exchange rate changes 110 175 Cash and cash equivalents at beginning of the period 80,430 1,671 Cash and cash equivalents at end of the period 45,420 2,276 * The comparatives have been restated to reflect the change in presentational currency, see note 1. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PREPARATION These unaudited condensed consolidated financial results (the "IFRS Statements") for the six months ended 30 September 2015 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"), specifically IAS 34 "Interim Financial Reporting" and the listing requirements of the Bermuda Stock Exchange and the Johannesburg Stock Exchange as applicable. The accounting policies and methods of computation are consistent with those applied in the preparation of the annual financial statements for the year ended 31 March 2015 which were audited and reported on by the Group's external auditors, except for the new standards adopted during the period. Going concern At the date of signing these accounts, the Group has positive operating cash flow forecasts and positive net assets. Management have reviewed the Group's cash flow forecasts for the 18 months to 30 September 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 directors believe that it is therefore appropriate to prepare the accounts on a going concern basis. COMPARATIVE PRO FORMA INFORMATION Comparative pro forma 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 presented for the comparative period an unaudited pro forma statement of comprehensive income for the six months ended 2 October 2014 and an unaudited pro forma consolidated statement of financial position as at 2 October 2014. The comparative pro forma statements, which are denominated in EUR, are for illustration purposes only and may not fairly represent the Group's financial position or results of operations. The main difference between the comparative pro forma statements and the comparative IFRS statements is that the comparative 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 comparative IFRS statements use the completion date of the acquisition (date that control passes), being 2 October 2014, to account for these investments. The pro forma statements, which are denominated in EUR, are for illustration purposes only and may not fairly represent the Group's financial position or results of operations. The comparative pro forma statement of comprehensive income therefore separately shows trading profits, property revaluations and other adjustments for the six months ended 30 September 2014. In addition, the comparative 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. Comparative presentational currency The functional currency of the Group is the Euro and all amounts referred to in this report are, unless otherwise stated, in Euros. The change from GBP to Euro was implemented with effect from 1 October 2014 as from this date the Euro was considered to be the currency which best reflects the primary economic environment in which the Group operates. All prior period comparatives have been restated at a spot rate of GBP1:EUR 1.28 being the exchange rate prevailing at 30 September 2014 and an average rate of GBP1:EUR 1.243. For the purposes of changing the currency denomination of the share capital of the Company, a GBP:EUR exchange rate of GBP1:1.2102 was used at 31 March 2014. ADOPTION OF NEW AND REVISED STANDARDS In the current period the following new and revised Standards and Interpretations have been adopted: - IAS 19 Defined benefit plans: Employee contributions - Annual improvements to IFRSs: 2010 ? 2012 Cycle 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 2018) - IFRS 11 (amendments) Accounting for acquisitions of interests in joint operations (1 January 2016) - IFRS 12 (amendments) Disclosure of interest in other entities (1 January 2016) - IAS 16 and IAS 38 Clarification of acceptable methods of depreciation and amortisation (1 January 2016) - IAS 27 (amendments) Equity method in separate financial statements (1 January 2016) - IFRS 10 and IAS 28 (amendments) Sale or contribution of assets between an Investor and its Associate or Joint Venture (1 January 2016) (amendments) - Annual improvements to IFRSs: 2014 Cycle (1 January 2016) - IAS 1 (amendments) Disclosure Initiative (1 January 2016) - IFRS 10 (amendments) Investment entities: applying the Consolidation Exception (1 January 2016) The directors are looking into whether the new standards listed above will have a material impact on the financial statements of the Group in the future period. Share-based payments Share options have been granted to key management as part of the acquisition of the management companies. The cost of equity settled transactions is measured with reference to the fair value at the date at which they were granted. The Group accounts for the fair value of these options at grant date over the vesting period in the income statement, with a corresponding increase to the share-based payment reserve. Reclassification of associates As of 30 September 2015, management agreed to reclassify Stenpark Management Limited from an associate to a joint venture to more accurately reflect the substance of this investment. The net asset value of Stenpark Management Limited at this date was EUR 41,000. The impact of this transfer can be seen in notes 9 and 10. Dividends Dividends to the Company's shareholders are recognised when they become legally payable. In the case of interim dividends, this is when paid. In the case of final dividends, this is when approved by the board. JUDGEMENTS AND ESTIMATES The preparation of the condensed consolidated interim financial statements requires the use of judgements and estimates that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of revenues and expenses reported during the period. Although these estimates are based on the directors' best knowledge of the amount, event or actions, actual results may 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. Investment properties The preparation of the financial statements requires management to make estimates affecting the reported amounts of assets and liabilities, of revenues and expenses, and of gains and losses. As described below, the Group's investment properties are stated at estimated fair value, determined by directors, 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 times 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 different, 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. Hedge accounting As at 31 March 2015, the Group designated certain derivative hedging instruments as cash flow hedges. The effective portion of changes in the fair value of derivatives that were designated and qualified as cash flows hedges were recognised in other comprehensive income. The gain or loss relating to the ineffective portion was recognised immediately in profit or loss. During the period to 30 September 2015, the Group discontinued hedge accounting for all interest rate swaps and as such any gain or loss is recognised immediately in the statement of comprehensive income. The decision was taken in order to reduce the costs associated with the initial and ongoing assessment of hedge effectiveness as well as to simplify financial derivative reporting requirements. At the time of this designation, the loss accumulated in equity of EUR 518,000 was immediately recognised in the statement of comprehensive income. 2. 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 '000 EUR '000 EUR '000 EUR '000 Unaudited for the period ended 30 September 2015 Net rental income 5,431 10,194 4,000 19,625 Fair value movement of investment properties 2,641 13,050 (3,709) 11,982 Net loss/(gain) from fair value of financial liabilities 51 (985) 754 (180) Investment in associates (1,016) ? ? (1,016) Investment in joint venture 1,099 5,093 ? 6,192 Net finance costs (1,431) (2,879) (1,267) (5,577) Operating costs (307) (150) (326) (783) Total profit per reportable segments 6,468 24,323 (548) 30,243 As at 30 September 2015 Investment properties 218,802 346,494 156,821 722,117 Investment in associates 38,085 ? ? 38,085 Investment in joint venture 9,125 30,438 ? 39,563 Cash 23,570 15,430 3,797 42,797 Other 9,666 1,573 958 12,197 Total assets 299,248 393,935 161,576 854,759 Borrowings ? bank loans (135,967) (146,654) (88,818) (371,439) Other (6,576) (13,206) (8,401) (28,183) Total liabilities (142,543) (159,860) (97,219) (399,622) Unaudited for the period ended 30 September 2014 Net rental income ? 1,705 ? 1,705 Fair value movement of investment properties ? 1,305 ? 1,305 Net finance costs ? (279) ? (279) Operating costs ? (360) ? (360) Total profit per reportable segments ? 2,371 ? 2,371 Pro forma unaudited for the period ended 2 October 2014 Net rental income 4,609 8,187 3,586 16,382 Fair value movement of investment properties 4 12,439 54 12,497 Net loss/(gain) from fair value of financial liabilities (394) 598 10 214 Investment in associates 1,161 ? ? 1,161 Investment in joint venture 1,108 ? ? 1,108 Net finance costs (1,688) (2,513) (850) (5,051) Operating costs (818) (1,156) (558) (2,532) Total profit per reportable segments 3,982 17,555 2,242 23,779 Pro forma as at 2 October 201 Investment properties 189,570 279,315 145,204 614,089 Investment in associates 35,082 ? ? 35,082 Investments ? 314 ? 314 Investment in joint venture 8,948 ? ? 8,948 Cash 16,602 24,592 3,310 44,504 Other 817 1,037 518 2,372 Total assets 251,019 305,258 149,032 705,309 Borrowings ? bank loans 127,066) (115,646) (84,197) (326,909) Other (5,700) (10,545) (7,377) (23,622) Total liabilities 132,766) (126,191) (91,574) (350,531) ii) Reconciliation of reportable segment profit or loss *Restated **Pro forma Unaudited Unaudited Unaudited for the for the for the six months six months six months ended ended ended 30 September 30 September 2 October 2015 2014 2014 EUR'000 EUR'000 EUR'000 Rental income Net rental income for reported segments 19,625 1,705 16,382 Profit or loss Fair value movement of investment properties 11,982 1,305 12,497 Net (loss)/gain from fair value of financial liabilities (180) ? 214 Investment in associates (1,016) ? 1,161 Investment in joint venture 6,192 ? 1,108 Net finance costs (5,577) (279) (5,051) Operating costs (783) (360) (2,532) Total profit per reportable segments 30,243 2,371 23,779 Other profit or loss ? unallocated amounts Management fee income 1,786 ? 67 Investment in joint venture 218 ? ? Tax, legal and professional fees (202) ? (39) Audit fees (158) ? ? Administration fees (156) ? (4) Non-executive directors' fees (128) ? ? Staff remuneration costs (1,847) ? ? Other operating costs (1,376) ? (27) Reversal of provision for selling costs ? ? 5,612 Impairment of goodwill ? ? (19,374) Other gains and losses ? 15 23 Net foreign exchange losses 81 ? ? Consolidated profit before taxation 28,461 2,386 10,037 * 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. iii) Reconciliation of reportable segment financial position *Pro forma Unaudited Unaudited as at as at 30 September 2 October 2015 2014 EUR'000 EUR'000 Assets Investment properties 722,117 614,089 Investment in associates 38,085 35,082 Investments ? 314 Investment in joint venture 39,563 8,948 Cash 42,797 44,504 Other 12,197 2,372 Total assets per reportable segments 854,759 705,309 Other assets ? unallocated amounts Investment in associates ? 31 Investment in joint venture 47 ? Cash 2,623 28 Other 1,585 1,539 Total assets per consolidated statement of financial position 859,014 706,907 Liabilities Borrowings ? bank loans (371,439) (326,909) Other (28,183) (23,622) Total liabilities per reportable segments (399,622) (350,531) Other liabilities ? unallocated amounts (3,296) (2,797) Total liabilities per consolidated statement of financial position (402,918) (353,328) * Readers are referred to note 1 where the basis of preparation of the pro forma information is explained. 3. NET RENTAL INCOME *Restated **Pro forma Unaudited Unaudited Unaudited for the for the for the six months six months six months ended ended ended 30 September 30 September 2 October 2015 2014 2014 EUR'000 EUR'000 EUR'000 Rental income 21,763 1,708 18,582 Other income ? tenant recharges 2,577 41 1,081 Other income 178 ? 105 Rental income 24,518 1,749 19,768 Direct property costs (4,893) (44) (3,386) Total net rental income 19,625 1,705 16,382 * 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. 4. OPERATING COSTS *Restated **Pro forma Unaudited Unaudited Unaudited for the for the for the six months six months six months ended ended ended 30 September 30 September 2 October 2015 2014 2014 EUR'000 EUR'000 EUR'000 Tax, legal and professional fees 505 54 393 Audit and professional fees 164 8 14 Administration fees 211 61 318 Investment advisory fees 198 218 218 Asset management fees^ ? ? 1,633 Non-executive directors' fees 131 17 18 Staff remuneration costs 2,176 ? ? Other operating costs 1,265 2 8 4,650 360 2,602 ^ 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. * 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. 5. EARNINGS PER ORDINARY SHARE Reconciliation of profit for the period to adjusted EPRA earnings *Restated **Pro forma Unaudited Unaudited Unaudited for the for the for the six months six months six months ended ended ended 30 September 30 September 2 October 2015 2014 2014 EUR'000 EUR'000 EUR'000 Earnings per IFRS income statement attributable to shareholders 27,254 2,230 9,188 Adjustments to calculate EPRA earnings, exclude: ? Changes in fair value of investment properties (11,982) (1,305) (12,497) Reversal of provision for selling costs ? ? (5,612) Reversal of impairment of goodwill ? ? 19,374 Changes in fair value of financial instruments 180 ? (214) Deferred tax in respect of EPRA adjustments 609 ? 574 Adjustments above in respect of joint ventures and associates: Changes in fair value (2,478) ? 146 Deferred tax in respect of EPRA adjustments (318) ? (22) EPRA earnings attributable to shareholders 13,265 925 10,937 Further adjustments to arrive at adjusted EPRA earnings Straight-line unwind of purchase swaps 1,021 ? 1,273 Adjusted EPRA earnings attributable to shareholders 14,286 925 12,210 Weighted average number of shares in issue 275,801,583 15,986,003 248,902,812 Share-based payment award 652,799 ? 291,563 Diluted weighted average number of shares in issue 276,454,382 15,986,003 249,194,375 Earnings per share IFRS EPS (cents) 9.88 13.95 3.69 Diluted IFRS EPS (cents) 9.86 13.95 3.69 EPRA EPS (cents) 4.81 5.79 4.39 Diluted EPRA EPS (cents) 4.80 5.79 4.39 Adjusted EPRA EPS (cents) 5.18 5.79 4.91 Diluted adjusted EPRA EPS (cents) 5.17 5.79 4.90 * 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. Straight-line unwind of purchase swaps A further adjustment was made to the EPRA earnings attributable to shareholders relating 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 break 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 *Restated **Pro forma Unaudited Unaudited Unaudited for the for the for the six months six months six month ended ended s ended 30 September 30 September 2 October 2015 2014 2014 EUR'000 EUR'000 EUR'000 Earnings per IFRS income statement attributable to shareholders 27,254 2,230 9,188 Adjustments to calculate headline earnings, exclude: Changes in fair value of investment properties (11,982) (1,305) (12,497) Reversal of provision for selling costs ? ? (5,612) Reversal of gain on acquisition ? ? 19,374 Changes in fair value of financial instruments 519 13 13 Deferred tax in respect of headline earnings adjustments 609 ? 574 Adjustments above in respect of joint ventures and associate Changes in value of investment properties (2,551) ? 146 Deferred tax (367) ? (22) Headline earnings attributable to shareholders 13,482 938 11,164 Earnings per share Headline EPS (cents) 4.89 5.87 4.49 Diluted headline EPS (cents) 4.88 5.87 4.48 * 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. 6. NET ASSET VALUE PER ORDINARY SHARE Net asset value per share *Pro forma Unaudited Audited Unaudited as at as at as at 30 September 31 March 2 October 2015 2015 2014 EUR'000 EUR'000 EUR'000 Net assets attributable to equity shareholders 454,105 433,312 351,829 Adjustments to arrive at EPRA net asset value: Derivative financial instruments 5,362 6,381 4,545 Deferred tax 7,653 7,230 6,532 Adjustments above in respect of non-controlling interests 2,343 2,504 1,067 EPRA net assets attributable to shareholders 469,463 449,427 363,973 Number of shares in issue 279,720,942 272,236,146 248,902,812 Share-based payment awards 652,799 291,563 291,563 Diluted number of shares in issue 280,373,741 272,527,709 249,194,375 Net asset value per share IFRS net asset value per share (cents) 1.62 1.59 1.41 Diluted IFRS net asset value per share (cents) 1.62 1.59 1.41 EPRA net asset value per share (cents) 1.68 1.65 1.46 Diluted EPRA net asset value per share (cents) 1.67 1.65 1.46 * Readers are referred to note 1 where the basis of preparation of the pro forma information is explained. 7. SHARE CAPITAL *Pro forma Unaudited Audited Unaudited as at as at as at 30 September 31 March 2 October 2015 2015 2014 EUR EUR EUR Authorised 1,000,000,000 ordinary shares with a par value of EUR0.000001258 each 1,258 1,258 1,258 *Pro forma Unaudited Unaudited for the Audited for the six months for the six months ended year ended ended 30 September 31 March 2 October 2015 2015 2014 Issued share capital Opening balance 272,236,146 15,986,003 15,986,003 Issue of new shares 7,484,796 256,250,143 232,916,809 Closing number of shares issued 279,720,942 272,236,146 248,902,812 Share capital Share premium (EUR'000) 387,895 376,986 341,985 Less: Acquisition/transaction costs (EUR'000) (2,859) (2,859) (2,087) Total share premium 385,036 374,127 339,898 * Readers are referred to note 1 where the basis of preparation of the pro forma information is explained. There were no changes made to the number of authorised shares of the Company during the period under review. Stenprop Limited has one class of share; all shares rank equally and are fully paid. The Company has 279,720,942 (March 2015: 272,236,146) ordinary shares in issue at the reporting date which have a primary listing on the BSX and a secondary listing on the JSE. On 11 June 2015, a dividend of 4.2 cents per share was declared in repsect of the year ended 31 March 2015. The record date for the dividend was 10 July 2015 and the payment date was 16 July 2015. On 30 June 2015, 5,209,109 and 17,793 new ordinary shares were issued on the BSX and JSE at an issue price of EUR1.43 per share in respect of the Share Purchase Plan and Deferred Share Bonus Plan respectively. On 16 July 2015, the owners of 277,463,048 shares were entitled to receive the dividend of 4.2 cents resulting in an overall dividend payment of EUR11,653,000. From this total, 2,257,894 new ordinary shares were issued in respect of the scrip dividend offering for the year ended 31 March 2015, representing a scrip dividend take up of 29.48%. Subsequent to the period end, and with effect from 5 October 2015, the JSE approved the transfer of Stenprop's listing from the JSE's AltX to the JSE's Main Board. The transfer will not affect the Company's current listing on the Bermuda Stock Exchange. 8. INVESTMENT PROPERTY The fair value of the consolidated investment properties at 30 September 2015 was EUR722,117,022 (31 March 2015: EUR695,196,554). 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 period ended 30 September 2015 was assessed by the valuers in accordance with the RICS standards and IFRS 13. The fair value represents the highest and best use. 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 effect 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 30 September 2015 are detailed in the table below: Net Weighted % of Market Annualised initial average Voids portfolio value gross yield lease (by gross Combined portfolio by market 30 Sep rental (Weighted length rental (including share of jointly value 2015 Area income average) by rental Income) controlled entities) (%) (EUR'000) Properties (sqm) (EURm) (%) (years) (%) UK 39 346,494 14 73,737 22.2 5.43 6.6 1.9 Germany 25 218,802 22 80,528 13.3 5.21 5.7 5.9 Switzerland 18 156,821 13 48,506 10.2 3.57 4.3 5.5 Sub-total 81 722,117 49 202,771 45.7 4.96 6.0 3.9 Share of joint ventures and associates 19 164,505 6 49,415 11.2 5.42 5.6 1.2 Total 100 886,622 55 252,186 56.9 5.17 5.9 3.3 *Pro forma Unaudited Audited Unaudited as at as at as at 30 September 31 March 2 October 2015 2015 2014 EUR'00 EUR'000 EUR'000 Opening balance 695,196 33,281 35,239 Properties acquired through the acquisition of subsidiaries 24,485 661,151 577,545 Capitalised expenditure 2,417 3,414 ? Disposals through the sale of property ? (65,273) ? Foreign exchange movement in foreign operations (11,963) 44,667 ? Net fair value gains on investment property 11,982 17,956 1,305 Closing balance 722,117 695,196 614,089 * Readers are referred to note 1 where the basis of preparation of the pro forma information is explained. Acquisitions The acquisition of a retail centre known as Hermann Quartier for a purchase price of EUR22.7 million completed on 24 August 2015. The property is on a high street location of Berlin's central suburb of Neukolln with excellent public transport links, including an underground station inside the shopping centre. The acquisition was financed 50% by debt at an all-in interest rate of 1.42% per annum. The return on equity on this investment exceeded 7.5% per annum at inception. 9. INVESTMENT IN ASSOCIATES Details of the Group's associates at the end of the reporting period are as follows: % equity Place of Principal owned by incorporation activity subsidiary Stenham European Shopping Centre Fund Limited ("SESCF") Guernsey Fund 28.42 Stenham Berlin Residential Fund Limited Guernsey Fund 10.44 28.16% 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. Summarised financial information in respect of the Group's associates is set out below Total Total 30 September 31 March 2015 2015 EUR'000 EUR'000 Non-current assets 318,760 328,121 Current assets 14,171 16,903 Non-current liabilities (161,636) (160,288) Current liabilities (3,197) (11,662) Equity attributable to owners of the company 168,098 173,074 Revenue 10,000 22,281 (Loss)/profit from continuing operations and total comprehensive income (3,351) 5,599 Reconciliation of the above summarised financial information to the carrying amount of the interest in the associates recognised in the financial statements: Opening balance 39,652 ? Reclassification of associate as joint venture (41) Share in associates acquired during the period 365 41,146 Share of associates profit (1,016) 456 Distribution received from associates (875) (1,960) Foreign exchange movement in foreign operations ? 10 Closing balance 38,085 39,652 10. INVESTMENT IN JOINT VENTURES Details of the Group's joint ventures at the end of the reporting period are as follows: % equity Place of Principal owned by incorporation activity subsidiary Elysion S.A. Luxembourg Holding 50 Company Stenpark Management Limited Guernsey Management 50 Company Stenprop Argyll Limited BVI Holding 50 Company Summarised financial information in respect of the Group's joint ventures is set out below Total Total 30 September 31 March 2015 2015 EUR'000 EUR'000 Investment property 145,009 33,563 Net working capital 953 140 Assets 145,962 33,703 Bank loans (73,695) (23,776) Shareholder loan third party (25,494) ? Shareholder loan Group (39,214) (13,524) Deferred tax (196) (153) Financial liability (1,973) (1,268) Liabilities (140,572) (38,721) Net assets/(liabilities) of joint ventures 5,390 (5,018) Net assets of joint ventures excluding loans due to Group 44,605 8,506 Revenue 4,548 2,796 Profit from continuing operations and total comprehensive income excluding interest 11,720 1,314 due to Group Share of joint ventures profit due to the Group 6,410 778 Reconciliation of the above summarised financial information to the carrying amount of the interest recognised in the consolidated financial statements: Opening balance 8,506 ? Reclassification of associate to joint venture 41 ? Share in joint ventures acquired during the period 25,494 8,948 Share of joint venture profit 6,410 778 Distribution received from joint venture (690) (1,220) Foreign exchange movement in foreign operations (151) ? Closing balance 39,610 8,506 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 #18.9 million which was based on a valuation of the property of #75 million. RAHHL refinanced the property with an interest-only bank loan of #37.5 million at an all-in rate of 2.974% per annum, with a term of five years. 11. BORROWINGS Unaudited Audited 30 September 31 March 2015 2015 EUR'000 EUR'000 Opening balance 364,931 12,586 Acquisitions 11,050 313,643 Loan repayments (29,874) (17,774) New loans 37,143 40,453 Amortisation of loan (5,055) (5,416) New transaction fees (898) (622) Amortisation of transaction fees 167 22 Foreign exchange movement in foreign operations (6,025) 22,039 Total borrowings 371,439 364,931 Amount due for settlement within 12 months 10,791 68,058 Amount due for settlement between 1 to 3 years 214,276 232,201 Amount due for settlement between 3 to 5 years 137,372 56,132 Amount due for settlement after 5 years 9,000 8,540 371,439 364,931 The facilities are secured by debentures and legal charges over the properties to which they correspond. There is no cross- collaterisation of the facilities. Weighted Weighted average average Property Loan Loan to interest duration to value Value value rate expiry Property/portfolio EUR'000 EUR'000 % % (years) United Kingdom 346,495 (146,654) 42.3 3.22 4.10 Switzerland 156,820 (88,817) 56.6 2.80 1.50 Germany 218,802 (135,968) 62.1 2.12 2.13 Total 722,117 (371,439) 51.4 2.72 2.76 Held in associate and joint venture: Stenprop Argyll Limited 55,634 (25,098) 45.1 2.97 4.64 Nova Eventis 75,313 (45,123) 57.8 4.00 0.82 Care Homes Portfolio 33,558 (23,499) 70.0 2.61 2.86 Potfolio total 886,622 (465,159) ? ? ? Less minority interest (6,217) 4,327 ? ? ? Portfolio total (excluding minorities) 880,405 (460,832) 52.2 2.86 2.79 12. 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. The risks faced by the Group have not significatly changed compared to those disclosed in the consolidated financial statements for the year ended 31 March 2015. Fair value of financial instruments The following table summarises the Group's financial assets and liabilities into categories required by IFRS7 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 Total fair value Held at carrying through other fair value Held at amount comprehensive through amortised 30 September income profit and loss cost 2015 EUR'000 EUR'000 EUR'000 EUR'000 30 September Financial assets Cash and cash equivalents ? ? 45,420 45,420 Accounts receivable ? ? 2,362 2,362 Other debtors ? ? 9,759 9,759 ? ? 57,541 57,541 Financial liabilities Loans ? ? 371,439 371,439 Other loans and interest ? ? 23 23 Interest rate swaps ? 5,362 ? 5,362 Accounts payable ? ? 18,441 18,441 ? 5,362 389,903 395,265 Held at Total fair value Held at carrying through other fair value Held at amount comprehensive through amortised 31 March income profit and loss cost 2015 EUR'000 EUR'000 EUR'000 EUR'000 31 March 2015 Financial assets Cash and cash equivalents ? ? 80,430 80,430 Accounts receivable ? ? 2,634 2,634 Other debtors ? ? 3,910 3,910 ? ? 86,974 86,974 Financial liabilities Loans ? ? 364,931 364,931 Other loans and interest 23 23 Interest rate swaps 519 5,862 ? 6,381 Accounts payable ? ? 18,157 18,157 519 5,862 383,111 389,492 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 EUR'000 EUR'000 EUR'000 EUR'000 30 September 2015 Assets Investment properties 722,117 ? ? 722,117 Total assets 722,117 ? ? 722,117 Liabilities Derivative financial liabilities 5,362 ? 5,362 ? Total liabilities 5,362 ? 5,362 ? 31 March 2015 Assets Investment properties 695,196 ? ? 695,196 Total assets 695,196 ? ? 695,196 Liabilities Derivative financial liabilities 6,381 ? 6,381 ? Total liabilities 6,381 ? 6,381 ? Details of changes in valuation techniques There have been no significant changes in valuation techniques during the period under review. Significant transfers between Level, 1 Level 2 and Level 3 There have been no significant transfers during the period under review. 13. 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. Transactions with related parties are made on terms equivalent to those that prevail in an arm's length transaction. Other than those further referred to below, there were no other related party transactions during the period ended 30 September 2015. Share Incentive Plans Deferred Share Share Purchase Bonus Plan Plan Loans Executive directors EUR Number of shares EUR Number of shares Paul Arenson 256,350 179,266 3,813,333 2,666,667 Patsy Watson 205,080 143,413 3,122,166 2,183,333 Neil Marais 20,508 14,341 157,912 110,428 481,938 337,020 7,093,411 4,960,428 Deferred Share Bonus Plan Share options vest in three equal tranches. The first tranche of 125,353 shares was granted on 10 June 2015 and vested 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. On 30 June, Neil Marais, an executive director of Stenprop, exercised options on 4,780 shares for a total value of EUR6,835. Share Purchase Plan Shares were issued on 30 June 2015 in relation to the Share Purchase Plan. All three executive directors listed above took their full entitlement of shares under the Share Purchase Plan, as detailed above. At the same date loans were advanced by Stenprop to the participants. 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 their nominees) 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. Director share dealings Other than to elect to receive a scrip dividend in accordance with the circular issued to shareholders on 19 June 2015, no directors have had dealings in the shares of the Company in the period. Acquisition of 25 Argyll Street During the period, 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 #18.9 million. Both the vendor and RAHHL were, and continue to be, managed by the Group and the Group will continue to earn property management fees for managing the 50% currently owned by a third party. 14. EVENTS AFTER THE REPORTING PERIOD The JSE approved the transfer of the Company's listing from AltX to the Main Board with effect from 5 October 2015. The transfer will not affect the Company's current listing on the Bermuda Stock Exchange. The purchase of the Victoria Shopping Centre for EUR20.6 million was notarised on 18 June 2015 and completed on 24 November 2015. The property is located in the Lichtenberg district of Berlin, approximately 15 minutes by underground from the city centre and is comprised of two buildings. The investment is anchored by Kaufland (a hypermarket chain) on a new 17-year lease. The return on equity on this investment exceeded 8% per annum at inception. 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 Corporate 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) Ltd. 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