STENPROP LIMITED
(Incorporated in Bermuda)
(Registration number 47031)
BSX share code: STP.BH JSE share code: STP
ISIN: BMG8465Y1093
Provisional Annual Results
for the year ended 31 March 2016
Highlights
EUR1.67 EPRA NAV PER SHARE
10.41 cents DILUTED ADJUSTED EPRA EARNINGS PER SHARE
7.4% INCREASE ON THE DILUTED ADJUSTED EPRA EPS FOR 2015
4.70 cents FINAL DIVIDEND PER SHARE
6% INCREASE IN DIVIDEND PER SHARE ON AN ANNUALISED BASIS
Stenprop Limited, which has dual primary listings on the Johannesburg Stock Exchange ("JSE") and the Bermuda Stock Exchange ("BSX"), presents its
results for the year ended 31 March 2016 ("the reporting date").
Financial
- Declaration of a final dividend on 8 June 2016 of 4.70 cents per share (2015: 4.2 cents) which, together with the interim
dividend declared on 26 November 2015 of 4.2 cents, results in a total dividend for the year ended 31 March 2016 of
8.90 cents per share. The final dividend is payable in cash, on 29 July 2016
- Diluted adjusted EPRA EPS* of 10.41 cents for the year ended 31 March 2016, representing a 7.43% increase on the
2015 diluted adjusted EPRA EPS of 9.69 cents. IFRS EPS was 17.70 cents (2015: 28.43 cents)
- Headline earnings for the period of 9.58 cents per share (2015: 8.20 cents)
- Net rental income of EUR39.6 million (2015: EUR19.3 million**). Profit after tax of EUR49.6 million (2015: EUR37.7 million)
- EPRA net asset value of EUR1.67 per share representing a 1.2% increase over the EPRA NAV at 31 March 2015 of
EUR1.65 per share. IFRS net asset value was EUR1.61 per share (2015: EUR1.59)
- Earnings yield of 6.8% and annualised dividend yield of 5.6% on the share price of EUR1.54^ at 31 March 2016, or 6.2%
and 5.2% respectively on the EPRA NAV of EUR1.67 at 31 March 2016
Operational
- 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 valuation of the property of GBP75 million
- Refinancing of GBP64.6 million of debt on two London properties in May 2015 at reduced interest rates with no capital
repayments
- Migration to the JSE's Main Board with effect from 5 October 2015
- Completion of the acquisition of two retail centres in central Berlin, the most recent being the Victoria Centre for
EUR22.0 million on 24 November 2015. The first acquisition was the Hermann Quartier retail centre at a purchase price
of EUR22.7 million in August 2015
- Disposal in January 2016 of a distribution warehouse in Leigh, north west England, at a sale price of GBP5.37 million, an
uplift of 8.4% compared with the September 2015 valuation of GBP4.95 million
* "EPRA" means European Public Real Estate Association. 'EPS' means earnings per share.
** Relates to the six month period.
^ JSE closing price on 31 March 2016 was ZAR25.90. ZAR:EUR rate at the same date was 16.8437
Commentary
Stenprop is pleased to report its consolidated results for the financial year ended 31 March 2016.
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. It 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
Following the completion of the purchase of Trafalgar Court in March 2015 for GBP61.4 million, Stenprop concluded three further
acquisitions in the financial year ended 31 March 2016. These are detailed below and relate to two retail shopping centres in Berlin
with a total purchase price of EUR43.3 million and a 50% interest in an entity which owns an office building at 25 Argyll Street in the
West End of London, valued at acquisition at GBP75 million,
Effective asset management is an important component of driving returns through initiatives designed to increase rental returns
and valuation growth. Stenprop continues to enjoy strong relationships with its major occupiers and has seen a number of leasing
successes across the portfolio. The Group's portfolio is well positioned and the team remains focused on the careful development
of a diversified selection of properties through proactive asset management and strategic sales and acquisitions.
Stenprop currently has an interest in 55 properties with a total market value of EUR891.0 million1 (2015: EUR806.7 million), with 42% in the
United Kingdom, 41% in Germany and 17% in Switzerland (by value). The portfolio, which has a gross lettable area of approximately
254,100 m(2) (2015: 240,500) and gross annual rent of EUR52.8 million(1) (2015: EUR48.7 million) is predominantly in the office and retail
sectors which account for 51% and 38% of rental income respectively.
Top six properties by value as at 31 March 2016
Annualised Weighted
gross rental average
Market Ownership Lettable (Stenprop unexpired
value interest area share) lease term
Property (EUR'million) (%) Sector m(2) (EUR'million) (years)
Bleichenhof, Hamburg 123.7 94.9 Mixed use 20,067 6.0 4.4
Pilgrim Street, London 104.4 100 Office 9,706 5.5 5.1
Euston House, London 96.8 100 Office 10,103 4.1 5.9
Trafalgar Court, Guernsey 79.1 100 Office 10,565 5.3 11.1
Nova Eventis, Leipzig 265.0 28.4 Retail 96,387 5.7 5.8
Argyll Street, London 103.4 50.0 Office 6,008 2.3 3.7
Total 772.4 ? ? 152,836 28.9 6.2
These six properties account for 60% of the total portfolio asset value. The three Central London properties account for 28% of
the total portfolio asset value.
Acquisitions
The purchase of the Victoria shopping centre for EUR22.0 million excluding acquisition costs, completed on 24 November 2015.
The property is located in the Lichtenberg district of Berlin, approximately 15 minutes by underground from the city centre. 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 on purchase. At year end the external independent valuation of the centre was EUR31.2 million, which represents an
increase of over 42% on cost and over 78% increase on equity invested. This substantial increase was primarily driven by back to
back negotiations between Stenprop and one of the key tenants to restructure its lease following completion.
(1)Includes Stenprop's share of the properties held within the associate and joint venture investments.
The acquisition of a shopping 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 property is anchored by well-known national retailers including Kaiser's,
DM and Netto. The return on equity on this investment exceeded 7.5% per annum at inception after taking into account vacancies
of approximately 11% of all lettable space. The property is performing well and at the year end the independent valuation was
EUR22.9 million. Stenprop is now actively engaged in managing the property to let the vacant space and increase income.
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, with a term
of five years. The building was independently valued at GBP82.5 million at year end.
Disposals
In January 2016 Stenprop completed the sale of a 10,000 sqm distribution warehouse in Leigh, situated in the north west of
England. The warehouse was sold for GBP5.37 million, representing an uplift of 8.4% compared with the September 2015 valuation of
GBP4.95 million. The building, although let, was not being occupied by the tenant and required significant refurbishment. As it was a
non-core asset in a marginal location Stenprop elected to take advantage of the strong market to dispose of it at a premium to the
latest valuation. The equity released from the sale is intended to be used to acquire stronger, earnings-enhancing assets.
The Nova Eventis shopping centre near Leipzig, in which the Group has a 28.4% interest, is currently being marketed for sale by
Jones Lang LaSalle GmbH. The shopping centre, which has over 200 shops and an occupancy level of 96.4%, has 96,387 m(2) of
lettable space and an annual daily footfall in excess of 15,000 people. We are satisfied with the progress of the sale process and look
forward to providing an update in our Interim Report.
Financial review
Earnings
The basic earnings attributable to ordinary shareholders for the year ended 31 March 2016 were EUR49.3 million (2015: EUR37.6 million).
This equates to a diluted IFRS EPS of 17.66 cents (2015: 28.37 cents). Headline earnings were EUR26.7 million (2015: EUR10.8 million)
equating to a diluted headline EPS of 9.56 cents (2015: 8.18 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 providing the IFRS disclosed earnings, to also disclose EPRA earnings. Adjusted EPRA(2) earnings
attributable to shareholders were EUR29.0 million (2015: EUR12.8 million), equating to a diluted adjusted EPRA EPS of 10.41 cents
(2015: 9.69 cents). This represents a 7.4% increase on the diluted adjusted EPRA EPS for the year ended 31 March 2015.
Management fee income relates to fees earned by the management companies on management and administration services
provided to certain managed property syndicates and funds. During the year the Group earned fees relating to the disposal of
assets held by managed syndicates of EUR0.9 million. Ongoing management fees made up the balance of the management fee
income which totalled EUR2.9 million for the year ended 31 March 2016.
Dividends
On 8 June 2016, the directors declared a final dividend of 4.70 cents per share which, together with the interim dividend of
4.2 cents (2015: nil) declared on 26 November 2015, results in a total dividend for the year ended 31 March 2016 of 8.90 cents
(2015: 4.2 cents).
The final dividend will be a cash dividend. An announcement containing details of the dividend and the timetable will be made
separately
On 25 January 2016, the Company announced a 41.5% take-up of the interim scrip dividend of 4.2 cents declared on
26 November 2015, for which 3,253,857 new Stenprop shares were issued at a price of EUR1.49854 per share.
(2)The European Public Real Estate Association (EPRA) issued Best Practices Policy Recommendations in December 2014, which provide guidelines
for performance measures relevant to real estate companies. Their recommended reporting standards are widely applied across this market,
aiming to bring consistency and transparency to the sector. The EPRA earnings measure disclosed in Note 15, 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.
Net assets
The IFRS (basic and diluted) net asset value per share at 31 March 2016 was EUR1.61 (2015: EUR1.59).
As is the case with regard to the disclosure of EPRA earnings, the directors feel that it is appropriate and useful, in addition to IFRS
NAV, to also disclose EPRA NAV(3). The diluted EPRA NAV per share at 31 March 2016 was EUR1.67 (2015: EUR1.65) and represents a 1.2%
increase on the prior year end.
Foreign exchange
Foreign exchange markets have remained relatively volatile towards year end. The Sterling: Euro exchange rate at the start of April
2015 was GBP1:EUR1.36 and reached over GBP1:EUR1.44 before ending 2015 on GBP1:EUR1.35. As at 31 March 2016 Sterling had weakened further
against the Euro. Accordingly at year end, a rate of GBP1:EUR1.27 has been used to translate the Group's Sterling assets and liabilities
on the balance sheet. Foreign exchange volatility has also been seen in the Swiss Franc which began the period at CHF1:EUR0.96 and
ended the year at CHF1: EUR0.91.
The impact of the weakening of Sterling and the Swiss Franc against the Euro can be seen if one assumes that exchange rates
at 31 March 2016 had remained constant against the Euro at the level that prevailed on 31 March 2015. On this basis, the diluted
IFRS NAV net asset value per share at 31 March 2016 would have been 4.3% higher at EUR1.68 instead of EUR1.61, an increase of 5.6%
against the IFRS NAV per share of EUR1.59 at 31 March 2015. The diluted EPRA NAV per share at 31 March 2016 would have been
4.7% higher at EUR1.75 instead of EUR1.67, an increase of 6% against the IFRS NAV per share at 31 March 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
Including the Company's share of associates and joint ventures, the portfolio valuation at year end was EUR891.0 million
(2015: EUR806.7 million). On a like for like basis, which excludes the impact of foreign exchange movements, the valuation of the
portfolio increased by EUR31.1 million. This was driven largely by the continued strength of the central London office sector as well as
gains at most of the Group's German properties.
Weighted
average
Percentage Market value Annualised Net initial unexpired
of portfolio 31 March gross rental yield lease term
by market 2016 Area income (weighted ('WAULT')
value (EUR million) Properties m(2) (EUR million) average) (by rental)
United Kingdom 36.1 321.5 13 63,506 19.0 5.32 6.8
Germany 28.3 252.6 23 92,041 14.5 5.18 6.9
Switzerland 17.5 155.7 13 48,799 8.5 4.51 5.9
Total 81.9 729.8 49 204,346 42.0 5.10 6.7
Share of joint ventures
and associates 18.1 161.2 6 49,727 10.8 5.65 7.7
Total 100.0 891.0 55 254,073 52.8 5.20 6.9
United Kingdom
The UK portfolio (excluding Argyll Street, which is discussed separately below) was independently valued at GBP254.1 million,
an increase of 5.5% on the previous year end valuations on a like for like basis. The strong growth in rental and capital values in
central London continues to be driven by a shortage of office supply which has seen these assets, being Euston House and Pilgrim
Street, increase in value by GBP12.0 million over the period. Assets elsewhere in the UK have also performed well and marginal yield
compression has seen the value of the Guernsey office property increase to GBP62.5 million from a purchase price of GBP61.4 million.
(3)The objective of the EPRA NAV measure is to highlight the fair value of net assets on an ongoing, long-term basis. EPRA NAV is used as a reporting
measure to better reflect underlying net asset value attributable to shareholders. Assets and liabilities that are not expected to crystallise in
normal circumstances such as the fair value of financial derivatives and deferred taxes on property valuation surpluses are therefore excluded.
The EPRA measure thus takes into account the fair value of assets and liabilities as at the balance sheet date, other than fair value adjustments to
financial instruments, deferred tax and goodwill. As the Group has adopted fair value accounting for investment property per IAS40, adjustments
to reflect the EPRA NAV include only those relating to the revaluation of financial instruments and deferred tax..
Germany
The German portfolio (excluding associates and joint ventures) was independently valued at EUR252.6 million. On a like for like basis
and excluding the Hermann Quartier and Victoria Berlin retail shopping centres acquired during the year, property values rose by
3.5%, driven by a EUR3.8 million increase at the Bleichenhof mixed use property in the city core of Hamburg with a further EUR2.5 million
increase seen at our portfolio of 14 Aldi properties. As explained earlier in this report, the Victoria retail centre in Berlin was valued
at EUR31.2 million at year end representing a substantial increase of 51.4% on the purchase price of EUR20.6 million and driven primarily
by a strategic lease restructure with one of the key tenants.
Switzerland
The Swiss portfolio was independently valued at CHF170.3 million, a 2.7% decrease on the previous year end valuation of
CHF175.0 million. This decrease is almost entirely due to the Lugano property which is currently almost entirely vacant due to
anticipated lease expiries. We are in advanced negotiations on a pre-let of all of the vacant space based on a comprehensive
refurbishment and asset management repositioning of this property. Once these negotiations are finalised and the necessary
works have been completed, the value of the property and the rental income is expected to increase significantly.
Joint ventures and associates
The Care Homes portfolio valuation of EUR34.2million has increased by 2.4% on the 31 March 2015 valuation of EUR33.4 million. This
reflects a new lease at one of the four care homes. The portfolio remains fully let.
The Group's 50% interest in 25 Argyll Street has increased by 9% since its acquisition in May 2015 reflecting the strong demand for
office space in central London.
The Nova Eventis shopping centre in Leipzig, in which Stenprop holds a 28.42% interest and which is currently being marketed for
sale, was valued at EUR265.0 million (this excludes assumed selling costs of 1%), and represents a 3.6% reduction over the year end
valuation of EUR275 million.
Capital management
Based on the value of the property portfolio as at 31 March 2016 of EUR891.0 million (including the Group's share of associate and
joint venture properties) and bank debt of EUR460.2 million, the average loan to value ratio was 51.6%, compared with 53.8% at the
previous year end.
The weighted average debt maturity stood at 2.2 years at 31 March 2016, a level broadly unchanged since the previous year end.
Annual capital repayments since 31 March 2015 remain unchanged in Germany and Switzerland, but EUR3.4 million of repayments
in the UK have been eliminated following the refinancing at our Euston House and Pilgrim Street properties, resulting in total
annual loan repayments across the portfolio of EUR6.2 million. The all-in contracted weighted average cost of debt dropped to 2.8%
(including the increased cost caused by negative interest rates in Switzerland and Germany) 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 31 March 2016 was 2.53%, including the increased cost of negative interest rates in
Switzerland and Germany.
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
resulted in an all-in rate of 4.11% until 23 March 2016.
Stenprop has deliberately delayed refinancing its existing debt in Switzerland, which matures in March 2017, to allow the existing
swap contracts to unwind, rather than incur heavy swap break penalties. During the forthcoming financial year Stenprop intends to
focus on refinancing much of this debt, as interest rates in Switzerland are at historically low levels. For most of the current financial
year Stenprop has also been paying approximately 2.82% per annum on its Swiss debt (or 2.02% after taking into account the
capital repayments of the acquired swap contract liabilities) including an extra 0.80 basis points due to negative interest rates which
have been imposed on borrowers with swap contracts. Stenprop plans to refinance this debt for a further five years at a loan to value
ratio of 50%. This may require a capital repayment of approximately CHF 6 million at the time of such refinance as the current loan
to value on the Swiss portfolio is 55.9%. Based on discussions with our Swiss banks, the all-in cost of such finance is anticipated to
be approximately 1.50% per annum and there is likely to be no need for further capital repayments compared with current annual
capital repayments of CHF 4.02 million. Although current five year swap rates are negative, it is likely that new Swiss debt will be
taken on an unhedged floating rate basis as the risk of rates going further into negative territory is perceived as outweighing the risk
of positive rates over the next five years.
As a general policy, the Company utilises five year debt funding unless there are good reasons to take loans of longer or shorter
duration. Stenprop's current weighted average debt maturity profile of 2.2 years is temporarily skewed by three large loan structures,
being:
- the Swiss debt totalling CHF87.1 million which, as discussed above, is intended to be refinanced during the current year on a
five year term;
- a loan of EUR84.9 million on our Bleichenhof property in central Hamburg. This loan matures in December 2016, and is currently
on a short term fixed rate as the property is undergoing a refurbishment/repositioning at the rear of the property to take
advantage of the marriage value with the large scale redevelopment of the property next door. Once the redevelopment is
complete, estimated to be in December 2017, our plan is to refinance the property on a five year, fixed rate basis; and
- the loan on Nova Eventis, which is held as an associate. Stenprop owns a 28.42% interest in this property which was funded
with a four year loan expiring in July 2016. The loan is at a historically high all-in interest rate of 4% pa. As stated earlier, the
property is currently being marketed for sale. A six month extension is in the process of being finalised with the current lender
on the same terms. As such we will not incur any break costs on sale.
The expiry of the Swiss and Bleichenhof debt during the twelve month period after 31 March 2016 is primarily responsible
for the increased level of bank loans shown under Current Liabilities in the consolidated statement of financial position, which
at 31 March 2016 is EUR188.8 million. Stenprop has seen evidence of significant liquidity in both the German and Swiss lending
markets, particularly at the levels of gearing shown by the properties in question. Stenprop has strong refinancing experience,
having successfully negotiated GBP64.6 million of debt on two London properties in May 2015 at reduced rates and with no capital
repayments. Given the strength of the assets and the level of existing gearing, Stenprop expects to secure favourable all-in
interest rates, with no capital repayments, on refinancing.
As mentioned earlier in this report, the Nova Eventis shopping centre near Leipzig, in which the Group has a 28.4% interest,
is currently being marketed for sale. The current lenders have agreed to extend the loan, which matures on 24 July 2016 for
a period of six months to 24 January 2017 on terms which are substantially the same as the current terms. Should a decision
be taken not to sell the property for any reason, the directors of SESCF anticipate that, given the quality of the property and
the strong relationships with German lenders, a refinancing on favourable terms can be secured. Stenprop agrees with this
assessment.
Subsequent events
On 26 May 2016, the UK portfolios known as Davemount and GGP1 were refinanced. The portfolios hold 10 properties across the
UK valued at GBP32.6 million. The new GBP12.4 million five year facility was secured with the existing lender, Santander, and has an all-in
interest rate of 3.46%. This comprises a 2.25% margin and a swap of 1.21%. As part of the negotiations, it was agreed to remove
the requirement for any capital repayments
Also in May 2016, a new six year lease was signed at Euston House for 11,787 square feet, representing one floor and 11% of
the space. The new tenant will pay an annual rent of just under GBP0.7 million equating to GBP58.50 per square foot per annum from
August 2017 onwards. Prior to that the tenant will pay half rent of GBP0.345 million per annum. The previous tenant paid GBP27.50 per
square foot per annum on unrefurbished space. Stenprop spent approximately GBP1.4 million on the refurbishment of the space. The
building is now fully let.
Prospects
Stenprop's mission is to enhance and protect shareholder value by delivering sustainable growth in earnings, distributions and
net asset value through the active asset management of its carefully selected, high quality, low risk portfolio of
European property assets.
It expects to grow EPRA earnings per share and distributions by at least 1.5% per annum over the next three years, whilst
maintaining the quality of the portfolio and the long term sustainability of earnings. It is forecasting growth of 1.5% per annum in
EPRA earnings per share from active management of the existing portfolio. Additional growth of 0.5% to 1% in EPRA earnings
per share is achievable if capital can be raised for acquisitions at pricing levels which deliver enhanced earnings from targeted
acquisitions.
Fluctuations in exchange rates used in our forecast could impact earnings and distributions.
This general forecast has been basedon the Group's forecasts and has not been reported on by the external auditors.
(3)Exchange rates used in the 2017 forecast were GBP1:EUR1.30 and CHF1:EUR0.90.
Statement of directors' responsibilities
The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.
Bermudian company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as
issued by the IASB. The financial statements are required to give a true and fair view of the state of affairs of the Group and of
the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue
in business for the foreseeable future, and
- follow applicable accounting standards.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the Group and to enable them to ensure that the financial statements comply with the Companies Act 1981
of Bermuda. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Statement as to disclosure of information to auditors
So far as the directors are aware, there is no relevant audit information of which the Group's auditors are unaware, and each
director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit
information and to establish that the Group's auditors are aware of that information.
Approval of annual financial statements
The consolidated annual financial statements of Stenprop Limited were approved by the Board of Directors on 8 June 2016 and
are signed on their behalf by:
Michael Fienberg Paul Arenson Patsy Watson
Chairman of Audit Committee Chief Executive Officer Chief Financial Officer
Consolidated statement of comprehensive income
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
Note EUR'000 EUR'000
Net rental income 6 39,617 19,341
Management fee income 2,927 1,663
Operating costs 7 (9,287) (5,576)
Net operating income 33,257 15,428
Fair value movement of investment properties 17 22,939 17,956
Income from associates 19 1,075 455
Income from joint ventures 20 7,820 778
Profit from operations 65,091 34,617
Gain on acquisition 27 ? 9,657
Other gains and losses 9 ? 49
Net loss from fair value of financial liabilities 26 (999) (589)
Net finance costs 10 (11,091) (5,485)
Net foreign exchange (losses)/gains (134) 148
Profit for the year before taxation 52,867 38,397
Taxation 11 (3,284) (705)
Profit for the year after taxation 49,583 37,692
Profit attributable to:
Equity holders 49,266 37,599
Non-controlling interest 317 93
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Fair value movement on interest rate swaps 519 (431)
Foreign currency translation reserve (20,480) 22,051
Total comprehensive profit for the year 29,622 59,312
Total comprehensive profit attributable to:
Equity holders 29,305 59,219
Non-controlling interest 317 93
Cents Cents
Earnings per share
IFRS EPS 15 17.70 28.43
Diluted IFRS EPS 15 17.66 28.37
Results derive from continuing operations.
Consolidated statement of financial position
Audited
as at
31 March 31 March
2016 2015
Note EUR'000 EUR'000
ASSETS
Investment properties 17 729,782 695,196
Investment in associates 19 39,298 39,652
Investment in joint ventures 20 37,620 8,506
Other debtors 22 7,403 ?
Property, plant and equipment 3 2
Total non-current assets 814,106 743,356
Cash and cash equivalents 23 36,811 80,430
Trade and other receivables 22 6,367 8,064
Total current assets 43,178 88,494
Total assets 857,284 831,850
Equity and liabilities
Capital and reserves
Share capital 13 ? ?
Share premium 13 389,927 374,127
Equity reserve 14 480 ?
Retained earnings 63,426 37,562
Foreign currency translation reserve 1,664 22,144
Cash flow hedge reserve ? (519)
Total equity attributable to equity shareholders 455,497 433,314
Non-controlling interest 2,132 1,815
Total equity 457,629 435,129
Non-current liabilities
Bank loans 25 178,708 296,873
Derivative financial instruments 26 4,173 5,108
Other loan and interest 12 23
Deferred tax 29 9,705 7,230
Total non-current liabilities 192,598 309,234
Current liabilities
Bank loans 25 188,785 68,058
Derivative financial instruments 26 1,769 1,273
Accounts payable and accruals 24 16,503 18,156
Total current liabilities 207,057 87,487
Total liabilities 399,655 396,721
Total equity and liabilities 857,284 831,850
IFRS net asset value per share 16 1.61 1.59
EPRA net asset value per share 16 1.67 1.65
Consolidated statement of changes in equity
Foreign Attri-
currency butable
trans- Cash flow to equity Non-
Share Share Equity Retained lation 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 ? 37,562 22,144 (519) 433,314 1,815 435,129
Issue of share capital ? 15,800 (41) ? ? ? 15,759 ? 15,759
Credit to equity for
equity-settled share-based
payments (note 14) ? ? 521 ? ? ? 521 ? 521
Total comprehensive
profit/(loss) for the year ? ? ? 49,266 (20,480) 519 29,305 317 29,622
Ordinary dividends ? ? ? (23,402) ? ? (23,402) ? (23,402)
Balance at 31 March 2016 ? 389,927 480 63,426 1,664 ? 455,497 2,132 457,629
Balance at 1 April 2014 ? 21,131 ? (37) ? 5 21,099 ? 21,099
Issue of share capital ? 355,854 ? ? ? ? 355,854 ? 355,854
Share issue and listing costs ? (2,858) ? ? ? ? (2,858) ? (2,858)
Novation of SWAP contract ? ? ? ? 93 (93) ? ? ?
Total comprehensive
profit/(loss) for the year ? ? ? 37,599 22,051 (431) 59,219 93 59,312
Acquisition of
non-controlling interest ? ? ? ? ? ? ? 1,722 1,722
Balance at 31 March 2015 ? 374,127 ? 37,562 22,144 (519) 433,314 1,815 435,129
Consolidated statement of cash flows
Audited
for the
Year year
ended ended
31 March 31 March
2016 2015
Note EUR'000 EUR'000
Operating activities
Profit from operations 65,091 34,617
Share of profit in associates 19 (1,075) (455)
Increase in fair value of investment property 17 (22,939) (17,956)
Increase in fair value of joint ventures 20 (7,820) (778)
Exchange rate (gains)/losses (134) 148
Increase in trade and other receivables (119) (3,925)
(Decrease)/Increase in trade and other payables (510) 3,724
Interest paid (10,770) (5,292)
Interest received 1,942 1,229
Tax paid (1,006) (158)
Net cash from operating activities 22,660 11,154
Investing activities
Dividends received from trading activities ? 11
Dividends received from associates 2,268 772
Dividends received from joint ventures 420 ?
Proceeds on disposal of trading investments 21 ? 369
Purchases of investment property (51,137) (3,414)
Proceeds on disposal of investment property 17 6,701 65,274
Acquisition of investment in an associate 19 ? (5,411)
Acquisition of investment in joint venture 20 (26,782) ?
Acquisition of subsidiary 28 ? (83,913)
Cash obtained on acquisition of subsidiaries 27/28 ? 42,621
Net cash (used in)/from investing activities (68,530) 16,309
Financing activities
Dividends paid (15,070) ?
Repayment of borrowings (41,477) (23,004)
Proceeds on issue of ordinary share capital ? 35,000
Listing costs paid ? (1,688)
Financing fees paid (1,246) (846)
Unutilised facility fee paid ? (59)
SWAP break fee (571) ?
New bank loans raised 25 60,368 41,016
Repayment of loan advances 95 ?
Net cash from financing activities 2,099 50,419
Net (decrease)/increase in cash and cash equivalents (43,771) 77,882
Effect of foreign exchange rate changes 152 877
Cash and cash equivalents at beginning of the year 80,430 1,671
Cash and cash equivalents at end of the year 36,811 80,430
Notes to the financial statements
1.Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as
issued by the IASB, the requirements of IAS34: Interim Financial Reporting, the JSE Listing Requirements and the BSX
Listing Regulations and applicable law. The financial statements have been prepared on the historical cost basis, except
for the revaluation of investment properties and financial instruments that are measured at fair values at the end of each
reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services. The principal accounting policies which are consistent with those
applied in the previous annual financial statements, and are set out below.
This summarised report is extracted from audited information, but is itself not audited. The directors take full responsibility
for the preparation of the provisional report and that the financial information has been correctly extracted from the
underlying annual financial statements. The auditors, Deloitte, have reported on the audited financial statements and
their report was unqualified. A copy is available on the Company's website: www.stenprop.com, or upon written request
from the Company's registered office.
In addition, for financial reporting purposes, fair value measurements are categorised into level 1, 2 or 3 based on the
degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurement in its entirety, which are described as follows:
Level 1 ? Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date.
Level 2 ? Inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability,
either directly or indirectly.
Level 3 ? Inputs are unobservable inputs for the asset or liability.
The financial statements are presented in Euros.
Going concern
At the date of signing these accounts, the Group has positive operating cash flow forecasts and positive net assets. The
directors have reviewed the Group's budgets for the year to 31 March 2017, forecasts for the period to September 2017 and
the current financial position, and, in light of this review, they are satisfied that the Company and the Group have access to
adequate resources to meet obligations and continue in operational existence for the foreseeable future, and specifically
the 12 months subsequent to the signing of these financial statements.
The cash flow forecasts take into account projected income and expenses; possible changes in the investment property
portfolio, including exposure to tenant credit risk; lease expiries; the raising of additional capital; external debt; refinancings
which have occurred and are expected to occur subsequent to the reporting date and forecast financial loan covenants.
The expiry of the Swiss and Bleichenhof debt during the twelve month period after 31 March 2016 is primarily responsible
for the increased level of bank loans shown under Current Liabilities in the consolidated statement of financial position,
which at 31 March 2016 is EUR188.8 million. Stenprop has seen evidence of significant liquidity in both the German and Swiss
lending markets, particularly at the levels of gearing shown by the properties in question. Stenprop has strong refinancing
experience, having successfully negotiated GBP64.6m of debt on two London properties in May 2015 at reduced rates and
with no capital repayments. Given the strength of the assets and the level of existing gearing, Stenprop expects to secure
favourable all-in interest rates, with no capital repayments, on refinancing.
As mentioned earlier in this report, the Nova Eventis shopping centre near Leipzig, in which the Group has a 28.4% interest,
is currently being marketed for sale. The current lenders have agreed to extend the loan, which matures on 24 July 2016
for a period of six months to 24 January 2017 on terms which are substantially the same as the current terms. Should a
decision be taken not to sell the property for any reason, the directors of SESCF anticipate that, given the quality of the
property and the strong relationships with German lenders, a refinancing on favourable terms can be secured. Stenprop
agrees with this assessment.
The directors believe that it is therefore appropriate to prepare the accounts on a going-concern basis. Note 30 to the
financial statements includes the Group's objectives, policies and procedures for managing its market, interest and
liquidity risk.
2.Adoption of new and revised standards
In the current period the following new and revised standards have been adopted. Their adoption has not had any material
impact on the disclosures or the amounts reported in these financial statements:
- Annual improvement to IFRS 2010 ? 2012 cycle
- Annual improvement to IFRS 2011 ? 2013 cycle
- IAS 19 Defined benefit plans: Employee contributions
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 16 Leases (1 January 2019)
IAS 1 (amendments) Disclosure initiative (1 January 2016)
IAS 7 (amendments) Disclosure initiative (1 January 2017)
IAS 12 (amendments) Recognition of deferred tax assets for unrealised losses (1 January 2017)
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 (deferred indefinitely)
IFRS 10, IFRS 12 and IAS 28 (amendments) Investment entities: Applying the consolidation exemptions (1 January 2016)
Annual improvements to IFRS:
2012 ? 2014 cycle (1 January 2016) Amendment to: IFRS 5/IFRS 7/IAS 19/IAS 34
Management are in the process of assessing these standards and do not expect that the adoption of the standards listed
above will have a material impact on the financial statements of the Group in the forthcoming period.
3.Significant accounting policies
Basis of consolidation
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses
control of the subsidiary. Specifically, the results of the subsidiaries acquired or disposed of during the period are included
in the consolidated statement of comprehensive income from the date the Company gains control until the date when the
Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to
the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company
and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used
into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of
the Group are eliminated on consolidation.
When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the
difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained
interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any
non-controlling interests.
All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the
Group had directly disposed of the related assets or liabilities of the subsidiary (ie reclassified to profit or loss or transferred
to another category of equity as specified/permitted by applicable IFRS). The fair value of any investment retained in
the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent
accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the costs on initial
recognition of an investment in an associate or jointly controlled entity.
Business combinations
The Group applies the acquisition method to account for business combinations. The cost of the acquisition is measured
at the aggregate of the fair values, at the date of completion, of assets given, liabilities incurred or assumed and equity
instruments issued by the Group in exchange for control of the acquired. The acquiree's identifiable assets, liabilities
and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the
acquisition.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest
in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
If, after reassessment, the Group's interest in the fair value of the acquiree's identifiable net assets exceeds the sum of the
consideration transferred, the amount of any non-controlling interests in the acquisition and the fair value of the acquirer's
previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a gain on
acquisition.
Investments in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a
joint venture. Significant interest is the power to participate in the financial and operating policy decisions of the investee
but is not control or joint control over those policies.
The results, assets and liabilities of associates are incorporated in these financial statements using the equity method
of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance
with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment
in associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to
recognise the Group's share of the profit or loss and other comprehensive income of the associate.
Joint ventures
The Group's investment properties are typically held in property-specific special purpose vehicles (SPVs), which may be
legally structured as joint ventures. In assessing whether a particular SPV is accounted for as a subsidiary or joint venture,
the Group considers all of the contractual terms of the arrangement, including the extent to which the responsibilities
and parameters of the venture are determined in advance of the joint venture agreement being agreed between the two
parties. The Group will then consider whether it has the power to govern the financial and operating policies of the SPV,
so as to obtain benefits from its activities, and the existence of any legal disputes or challenges to this control in order to
conclude on the classification of the SPV as a joint venture or subsidiary undertaking. The Group considers this position
with the evidence available at the time.
The consolidated financial statements account for interests in joint ventures using the equity method of accounting per
IFRS 11.
Revenue recognition
The Group earns returns from investments in direct property assets and management fees. Revenue is recognised when
it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of revenue
can be measured reliably.
Revenue includes amounts receivable in respect of property rental income and service charges earned in the normal
course of business, net of sales-related taxes.
Rental income from operating leases is recognised on an accrual basis. A rent adjustment based on open market estimated
rental value is recognised from the rent review date in relation to unsettled rent reviews. Where a significant rent-free period
is included in a lease, the rental income foregone is allocated evenly over the period from the date of lease commencement
to the expiry date of the lease.
Rental income from fixed and minimum guaranteed rent reviews is recognised on a straight-line basis over the entire lease
term. Where such rental income is recognised ahead of the related cash flow, an adjustment is made to ensure the carrying
value of the investment property including the accrued rent does not exceed the external valuation. Initial significant direct
costs incurred in negotiating and arranging a new lease are amortised on a straight-line basis over the period from the date
of lease commencement to the expiry date of the lease.
Where a lease incentive payment, or surrender premium is paid to enhance the value of a property, it is amortised on a
straight-line basis over the period from the date of lease commencement to the expiry date of the lease. Upon receipt of
a surrender premium for the early determination of a lease, the profit, net of dilapidations and non-recoverable outgoings
relating to the lease concerned, is immediately reflected in income.
Contingent rents, such as turnover rents, rent reviews and indexation, are recorded as income in the periods in which they
are earned.
Management fees are recognised in the income statement on an accrual basis.
Service charge income is recognised in the accounting period in which the services are rendered and the related property
expenses are recognised in the period in which they are incurred.
Dividend income from listed securities is recognised at the date the dividend is declared. Interest income is recognised in
the consolidated statement of comprehensive income under the effective interest method as it accrues.
Foreign currencies
The individual financial statements of each group company are presented in the currency of the primary economic
environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the
results and financial position are expressed in Euros, which is the functional currency of the Group and the presentation
currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's
functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions.
At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are translated at
the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are
translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in profit or loss
for the period in which they arise.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign
operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are
translated at the average exchange rates for the period. Exchange differences arising are recognised in other
comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate).
Borrowing costs
Interest costs are recognised in the consolidated statement of comprehensive income using the effective interest rate
method.
Borrowing costs directly attributable to arranging finance are amortised over the facility term in the consolidated
statement of comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax, in those jurisdictions where the property
companies are registered, namely Germany, Switzerland and the United Kingdom. In addition, Stenprop Management
Limited incurs tax in the United Kingdom.
Current tax
Tax currently payable is based on taxable profit for the year. The Group's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the statement of financial position date.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets
arising from deductible temporary differences associated with such investments and interests are only recognised to the
extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary
differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that
it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability
is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the
end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that
would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to
settle its current tax assets and liabilities on a net basis.
Non-controlling interest
Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from
the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original
business combination and the non-controlling interests' share of the changes in equity since the date of the combination.
Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests
having a deficit balance.
Investment properties
Properties held to earn rentals and/or for capital appreciation are classified as investment properties. Investment
properties comprise both freehold and leasehold land and buildings.
Investment properties are recognised as assets when:
- it is probable that the future economic benefits that are associated with the investment property will flow to the Group;
- there are no material conditions precedent which could prevent completion, and
- the cost of the investment property can be measured reliably.
Investment properties are measured initially at cost, including related transaction costs. After initial recognition,
investment properties are carried at fair value.
The Group uses the valuations prepared by its independent valuers as the fair value of its investment properties. These
valuations are undertaken in accordance with the appropriate sections of the current Practice Statements contained in the
Royal Institution of Chartered Surveyors Valuation ? Professional Standards (Red Book). This is an internationally accepted
basis of valuation. The valuations are based upon assumptions including contractual and estimated rental values, future
rental income, anticipated maintenance costs, future development costs and appropriate discount rates. The valuers also
make reference to market evidence of transaction prices for similar properties.
The difference between the fair value of a property at the reporting date and its carrying amount prior to remeasurement
is included in the consolidated statement of comprehensive income as a valuation surplus or deficit.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an
original maturity of three months or less.
Expenditure
Expenses are accounted for on an accrual basis.
Financial instruments
Classification
A financial instrument is a contract that gives rise to a financial asset to one entity and a financial liability or equity
instrument to another. The classification of financial assets and financial liabilities depends on the nature and purpose
of the instrument and is determined at the time of initial recognition. Debt and equity instruments are classified as either
financial liabilities or as equity in accordance with the substance of the contractual agreement.
Measurement
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to
the acquisition or issue of financial assets and financial liabilities (other than financial assets at fair value through profit or
loss (FVTPL)) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on
initial recognition.
Transactions costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised
immediately in the statement of comprehensive income.
Financial assets
The Group classifies its financial assets as either at fair value through profit and loss or as loans and receivables.
Recognition and derecognition
Purchases and sale of listed securities are recognised on the trade date which is when the Group commits to purchase or
sell the assets. Other financial assets are recognised when the Group becomes party to the contractual provisions of the
instrument.
After initial recognition, the Group measures the financial assets designated at FVTPL at fair values without any deduction
for transaction costs it may incur on their disposal.
The fair value of quoted financial assets is their bid price at the financial year-end. If the market for a financial asset is not
active, the fair value is estimated using valuation techniques. These include a review of recent arm's length transactions,
references to current fair market value of another instrument that is substantially the same as that being valued and
discounted cash flow analysis. Where discounted cash flow analysis is used, estimated future cash flows are based on
management's estimates and the discount rate is a market-related rate at the financial year-end for a financial asset with
similar terms and conditions. Where other pricing models are used, inputs are based on observable market indicators at
the financial year-end.
Realised and unrealised gains and losses arising from changes in fair value of financial assets at FVTPL are included in the
statement of comprehensive income in the period in which they arise.
Loan and receivables are measured at amortised cost using the effective interest method, less impairment losses which
are recognised in the statement of comprehensive income. Financial liabilities are measured at amortised cost using the
effective interest method. In the case of short-term trade receivables and payables, the impact of discounting is not
material and cost approximates amortised cost.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset have expired
or have been transferred and the Group has transferred substantially all risks and rewards of ownership of the asset to
another entity.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They include current assets with maturities or terms greater than 12 months after the reporting dates
which are classified as non-current assets.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction
costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter
period, to the net carrying amount on initial recognition.
Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period.
Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that
occurred after the initial recognition of the financial asset, the estimated future cash flows of the investments have been
affected.
Objective evidence of impairment could include:
- significant financial difficulty of the issuer or counterparty; or
- breach of contract, such as a default or delinquency in interest or principal payments; or
- it becoming probable that the borrower will enter bankruptcy or financial reorganisation.
For financial assets carried at amortised cost, the amount of the impairment loss is measured as the difference between
the asset's carrying amount and present value of the estimated future cash flows, discounted at the financial assets
original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets, with the
exception of trade receivables, where the carrying amount is reduced through the use of a provision account. When a trade
receivable is considered uncollectable, it is written off against the provision account. Changes in the carrying amount of
the provision account are recognised in the statement of comprehensive income in the period.
For financial assets measured at amortised cost if, in a subsequent period, the amount of the impairment loss decreases
and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed through the statement of comprehensive income to the extent that the carrying
amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have
been had the impairment not been recognised.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the
contractual agreement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all its
liabilities. Ordinary shares are classed as equity. Equity instruments issued by the Group are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
The Group's financial liabilities comprise interest-bearing borrowings, loans and payables and trade payables.
Recognition and derecognition
Financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument.
The Group derecognises financial liabilities when the Group's obligations are discharged, cancelled or they expire.
Derivatives
Interest rate swaps have been initially recognised at fair value, and subsequently remeasured at fair value in accordance
with IAS 39, Financial Instruments: Recognition and Measurement. They have been entered into in order to hedge against
the exposure to variable interest rate loans as described in note 26. They have been valued by an Independent valuer in line
with internationally accepted practice.
A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is
recognised as a financial liability. A derivative is presented as a non-current asset or non-current liability if the remaining
maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other
derivatives are presented as current assets or current liabilities.
Trade and other receivables
These are valued at their nominal value (less accumulated impairment losses) as the time value of money is immaterial for
these current assets. Impairment losses are estimated at the year-end by reviewing amounts outstanding and assessing
the likelihood of recoverability.
Trade and other payables
Trade and other payables are valued at their nominal value as the time value of money is immaterial for these current
liabilities.
Provisions
A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation
as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and the
obligation can be reliably measured. If the effect is material, provisions are determined by discounting the expected future
cash flows at a rate that reflects the current market assessments of the time value of money and where appropriate, the
risks specific to the obligation.
Dividends
Dividends to the Group's ordinary shareholders are recognised when they are declared. This is when they are approved by
the board.
Earnings/(loss) per share
Earnings per share is calculated on the weighted average number of shares in issue in respect of the current period and is
based on the profit attributable to the ordinary shareholders.
Share-based payments
Share options were granted to key management as part of the acquisition of the management companies in October
2014, and subsequently under the Deferred Share Bonus Plan. 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, included as part of the equity reserve in the statement of financial position.
The fair value of the options granted is determined using the Black-Scholes Option Pricing Model, which takes into
account the exercise price of the option, the current share price, the risk-free interest rate, the expected volatility of the
Group's share price over the life of the option and other relevant factors. Readers are referred to note 14 share-based
payments, where key assumptions are further disclosed. Full IFRS 2: Share-based payments disclosure is not required as
management considers the impact to be immaterial . The cumulative expense recognised for equity-settled transactions
at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's
best estimate of the number of equity instruments that will ultimately vest.
4.Critical accounting judgements and key sources of estimation uncertainty
Judgements and estimates
The preparation of the financial statements in accordance with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise judgement in the process of applying the Group's accounting policies.
Although the estimates are based on management's best knowledge of the amount, events or actions, actual results may
ultimately differ from those estimates.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting
year, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year, are discussed below.
Business combinations
In accounting for the Stenham Transaction (being the acquisition of the property companies and management companies
detailed in note 27), the directors have been required to make a number of key judgements, namely the acquisition date for
the transaction, whether to account for the transaction as separate individual transactions or as one transaction, the fair
value of assets and liabilities acquired, and the fair value of actual and deferred consideration.
Investment properties
The Group's investment properties are stated at estimated fair value, determined by directors, based on independent
external appraisals. The valuation of the Group's property portfolio is inherently subjective due to a number of factors
including the individual nature of each property, its location and the expectation of future rentals. As a result, the valuations
placed on the property portfolio are subject to a degree of uncertainty and are made on the basis of assumptions that
may not prove to be accurate particularly in years of volatility or low transaction flow in the market. The estimated market
value may differ from the price at which the Group's assets could be sold at a particular time, since actual selling prices are
negotiated between willing buyers and sellers. As a result, if the assumptions prove to be false, actual results of operations
and realisation of net assets could differ from the estimates set forth in these financial statements, and the difference
could be significant. In the UK, the Group's valuers, JLL have noted that the uncertainty surrounding the outcome of the
UK's membership of the EU is impacting some occupier and investment decisions. While these influences are expected to
lift if there is a decision to remain in the EU, if the decision is to exit, the current uncertainty may continue which could lead
to reduced investment volumes and liquidity.
Associates
The Group holds an investment in Stenham European Shopping Centre Fund Limited ('SESCF'). In January 2016, external
property agents were appointed to market the sole asset owned by SESCF, known as Nova Eventis, for sale. The current
lenders have agreed to extend the loan, which matures on 24 July 2016 for a period of six months to 24 January 2017 on
terms which are substantially the same as the current terms. Should a decision be taken not to sell the property for any
reason, the directors of SESCF anticipate that, given the quality of the property, relationship with German lenders and the
existing level of gearing, a refinancing on favourable terms can be secured. As such, the consolidated accounts of SESCF
show the investment property as held for sale and its accounts have been prepared on a going concern basis. Stenprop
Limited has therefore deemed it appropriate to continue to disclose the investment in associate relating to SESCF as a
non-current asset. Readers are referred to the commentary (page 6) and the going concern paragraph in note 1 where this
is discussed in further detail.
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 flow hedges were recognised in other
comprehensive income. The gain or loss relating to the ineffective portion was recognised immediately in profit or loss.
On 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. Whilst this is not strictly in accordance with IFRS, the directors do not consider departure to be
material. At the time of this designation, the loss accumulated in equity of EUR519,000 was immediately recognised in the
statement of comprehensive income.
Deferred tax assets and liabilities
Tax liabilities are recognised when it is considered probable that there will be a future outflow of funds to a taxing authority.
In such cases, provision is made for the amount that is expected to be settled, where this can be reasonably estimated.
This requires the application of judgement as to the ultimate outcome, which can change over time depending on facts
and circumstances. A change in estimate of the likelihood of a future outflow and/or in the expected amount to be settled
would be recognised in income in the period in which the change occurs.
Deferred tax assets are recognised only to the extent it is considered probable that those assets will be recoverable.
This involves an assessment of when those assets are likely to reverse, and a judgement as to whether or not there will be
sufficient taxable profits available to offset the assets when they do reverse. This requires assumptions regarding future
profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there
can be an increase or decrease in the amounts recognised in respect of deferred tax assets as well as in the amounts
recognised in income in the period in which the change occurs.
Deferred tax assets and liabilities are presented in note 29.
5.Operating segments
The Group is focused on real estate investment in well-developed, large economies with established real estate markets.
The investment portfolio is geographically diversified across Germany, the United Kingdom and Switzerland, and these
geographical locations provide the basis of the business segments identified by the Group. Each segment derives its
revenue from the rental of investment properties in the respective geographical regions.
Relevant financial information is set out below:
i)Information about reportable segments
United
Germany Kingdom Switzerland Total
EUR'000 EUR'000 EUR'000 EUR'000
For the year ended 31 March 2016
Net rental income 11,713 19,883 8,021 39,617
Fair value movement of investment properties 12,228 16,242 (5,531) 22,939
Net (loss)/gain from fair value of financial liabilities (175) (2,319) 1,495 (999)
Income from associates 1,075 ? ? 1,075
Income from joint ventures 2,569 4,826 ? 7,395
Net finance costs (2,950) (5,626) (2,515) (11,091)
Operating costs (794) (288) (605) (1,687)
Total profit per reportable segments 23,666 32,718 865 57,249
As at 31 March 2016
Investment properties 252,510 321,532 155,740 729,782
Investment in associates 39,298 ? ? 39,298
Investment in joint ventures 10,329 27,250 ? 37,579
Cash 10,435 15,053 3,395 28,883
Other 9,687 2,277 1,178 13,142
Total assets 322,259 366,112 160,313 848,684
Borrowings ? bank loans (145,913) (134,512) (87,068) (367,493)
Other (9,154) (12,231) (7,826) (29,211)
Total liabilities (155,067) (146,743) (94,894) (396,704)
Net rental income 4,860 10,547 3,934 19,341
Fair value movement of investment properties 2,059 16,375 (478) 17,956
Net loss/(gain) from fair value of financial liabilities 34 242 (865) (589)
Income from associates 246 ? ? 246
Income from joint ventures 778 ? ? 778
Net finance costs (1,463) (3,096) (926) (5,485)
Operating costs (396) (807) (231) (1,434)
Gain on acquisition 5,668 20,295 3,057 29,020
Total profit per reportable segments 11,786 43,556 4,491 59,833
As at 31 March 2015
Investment properties 191,704 336,235 167,257 695,196
Investment in associates 39,611 ? ? 39,611
Investment in joint venture 8,506 ? ? 8,506
Cash 46,687 27,083 4,558 78,328
Other 2,763 2,111 910 5,784
Total assets 289,271 365,429 172,725 827,425
Borrowings ? bank loans (125,417) (144,372) (95,142) (364,931)
Other (5,403) (12,892) (9,763) (28,058)
Total liabilities (130,820) (157,264) (104,905) (392,989)
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
EUR'000 EUR'000
ii) Reconciliation of reportable segment profit or loss
Rental income
Net rental income for reported segments 39,617 19,341
Profit or loss
Fair value movement of investment properties 22,939 17,956
Net loss from fair value of financial liabilities (999) (589)
Income from associates 1,075 246
Income from joint ventures 7,395 778
Net finance costs (11,091) (5,485)
Operating costs (1,687) (1,434)
Gain on acquisition ? 29,020
Total profit per reportable segments 57,249 59,833
Other profit or loss ? unallocated amounts
Management fee income 2,927 1,664
Income from associates ? 209
Income from joint ventures 425 ?
Loss on acquisition ? 19,364)
Tax, legal and professional fees (446) (213)
Audit fees (250) (313)
Administration fees (356) (188)
Non-executive directors (214) (97)
Staff remuneration costs (4,289) (2,073)
Other operating costs (2,045) (1,258)
Other gains and losses ? 49
Net foreign exchange gain/(loss) (134) 148
Consolidated profit before taxation 52,867 38,397
iii) Reconciliation of reportable segment financial position
ASSETS
Investment properties 729,782 695,196
Investment in associates 39,298 39,611
Investment in joint venture 37,579 8,506
Cash 28,883 78,328
Other 13,142 5,784
Total assets per reportable segments 848,684 827,425
Other assets ? unallocated amounts
Investment in associates 41 41
Cash 7,928 2,102
Other 631 2,282
Total assets per consolidated statement of financial position 857,284 831,850
LIABILITIES
Borrowings ? bank loans (367,493) (364,931)
Other (29,211) (28,058)
Total liabilities per reportable segments (396,704) (392,989)
Other liabilities ? unallocated amounts
Other (2,951) (3,732)
Total liabilities per consolidated statement of financial position (399,655) (396,721)
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
EUR'000 EUR'000
6.Net rental income
Rental Income 43,458 20,602
Other income ? tenant recharges 7,632 2,896
Other income 201 669
51,291 24,167
Direct property costs (11,674) (4,826)
Total net rental income 39,617 19,341
7.Operating costs
Tax, legal and professional fees 1,200 757
Audit fees 340 303
Administration fees 466 219
Investment advisory fees 519 641
Non-executive directors (refer note 8) 214 97
Staff remuneration costs (refer note 8) 4,289 2,073
Other operating costs 2,259 1,486
9,287 5,576
8.Employees' and directors' emoluments
The Group had 15 (2015: 20) employees at year end and incurred EUR3,942,000 (2015: EUR1,866,000) in wages and salaries and
EUR347,000 (2015: EUR207,000) in related social security costs and pension charges during the year.
Their aggregate remuneration for the period including that of executive directors is:
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
EUR'000 EUR'000
Wages and salaries (excluding key management) 2,396 1,456
Key management remuneration 1,546 410
Social security costs 246 120
Other pension costs 101 87
4,289 2,073
The comparative figures relate to the period 2 October 2014, being the effective date of the acquisition of the
management companies, to 31 March 2015. No bonuses were paid in the prior year.
As at 31 March 2016 the Group had 9 directors (2015: 9). The directors of the Company during the financial year and at the
date of this report were as follows:
Change in
Appointed appointment
Non-executive directors
G Leissner (Chairman) 03/12/2012
D Brown* 25/09/2013 04/04/2016
J Keyes 26/10/2012
M Yachad 10/12/2014
M Fienberg 02/10/2014
S Ball 02/10/2014
P Hughes 04/04/2016
Executive directors
P Arenson (CEO) 02/10/2014
P Watson (CFO) 02/10/2014
N Marais 02/10/2014
* D Brown resigned on 4 April 2016
The Group pays remuneration to executive directors which amounted to EUR1,546,000 (2015: EUR410,000 ) and non-executive
directors which amounted to EUR214,000 (2015: EUR97,000) for the period. A breakdown of directors' remuneration is
provided below:
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
EUR'000 EUR'000
Executive directors
P Arenson (appointed 2 October 2014) 718 181
P Watson (appointed 2 October 2014) 574 143
N Marais (appointed 2 October 2014) 254 86
1,546 410
Directors' emoluments include basic salary and bonus, vested share options, pension
contributions and other benefits. The comparative figures relate to the period
2 October 2014, being the effective date of acquisition of the management companies,
to 31 March 2015. No bonuses were paid in the prior year.
Non-executive directors
J Keyes 20 12
G Leissner 50 25
D Brown (resigned 4 April 2016) 14 8
M Fienberg (appointed 2 October 2014) 75 23
S Ball (appointed 2 October2014) 44 19
M Yachad (appointed 10 December 2014) 11* 3*
P Hughes (appointed 4 April 2016) ? ?
H Esterhuizen (resigned 2 October 2014) ? 3
C Josling (resigned 2 October 2014) ? 3
S Melnick (resigned 2 October 2014) ? 1
214 97
* These fees were paid to Peregrine SA Holdings Proprietary Limited.
The above non-executive fees include all management, consulting, technical or other fees paid for such services rendered,
including payments to management companies.
On 8 June 2016, the board of directors, on the recommendation of the remuneration committee, approved the following:
Bonuses in respect of the year ended
31 March 2016 Share Purchase Plan^
Deferred
Share Bonus
Cash bonus Plan* Number of Loans Number of
EUR'000 EUR'000 shares EUR'000 shares
Executive directors
Paul Arenson 158 158 115,248 2,600 1,843,972
Patsy Watson 127 127 92,199 2,080 1,475,177
Neil Marais 40 22 15,847 126 89,317
325 307 223,294 4,806 3,408,466
Based on the year end exchange rate of GBP1:EUR1.2653
On 10 June 2015, the board of directors, on the recommendation of the remuneration committee, approved the following:
Bonuses in respect of the year ended
31 March 2015 Share Purchase Plan^
Deferred
Share Bonus
Cash bonus Plan* Number of Loans Number of
EUR'000 EUR'000 shares EUR'000 shares
Executive directors
Paul Arenson 171 256 179,266 3,813 2,666,667
Patsy Watson 137 205 143,413 3,122 2,183,333
Neil Marais 53 21 14,341 158 110,428
361 482 337,020 7,093 4,960,428
Based on the year end exchange rate of GBP1:EUR1.3672
* Share options vest in three equal tranches and are accounted for as share-based payments (see note 3). The first tranche vests on grant.
Subsequent tranches will vest in accordance with the rules of the Deferred Share Bonus Plan at the end of the relevant year.
^ Loans advanced under the share purchase plan are interest-bearing at a rate equal to the average interest rate incurred by the Group from time
to time. Interest is payable six monthly in arrear. Loans are repayable within 30 days of cessation of employment (unless the participant ceases
employment in circumstances beyond his or her control, in which case the loan is repayable within 12 months), and must in all circumstances
be repaid in 10 years. All dividends paid to such employees (or his or her nominee) by virtue of their shareholding, must first be utilised to
discharge any interest outstanding in terms of the loan advanced in terms of the Share Purchase Plan.
Directors' interests - Beneficial direct and indirect holdings in the Company
Direct Indirect Number
number of % of number of % of of share % of
shares shares shares shares options held shares
31 March 2016
G Leissner (Chairman) ? 422,034 0.15 ?
D Brown ? ? ?
J Keyes ? ? ?
M Yachad ? ? ?
M Fienberg ? 114,994 0.04 ?
S Ball ? 250,000 0.09 ?
P Arenson (CEO) 97,783 0.03 8,854,419 3.13 236,894 0.05
P Watson (CFO) ? 2,183,333 0.77 189,515 0.05
N Marais ? 120,283 0.04 19,646
31 March 2015
G Leissner (Chairman) ? 422,034 0.16 ?
D Brown ? ? ?
J Keyes ? ? ?
M Yachad ? ? ?
M Fienberg ? 114,994 0.04 ?
S Ball ? 250,000 0.09 ?
P Arenson (CEO) 97,783 0.04 4,774,041 1.75 145,782* 0.05
P Watson (CFO) ? ? 145,782* 0.05
N Marais ? ? ?
* In terms of the Stenham Transaction (detailed in note 27) 145,782 ordinary share options valued at EUR200,000 at the time of the transaction,
were awarded to each of P Watson and P Arenson on 2 October 2014 at a strike price of EUR1.37. These share options vest over a two-year period
on 30 September 2015 and 30 September 2016 respectively, subject to the directors still being in the employ of the Group at vesting date.
None of the options available for exercise had been exercised at 31 March 2016.
The Directors' interests have not changed to the date of the signing of these financial statements.
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
EUR'000 EUR'000
9. Other gains and losses
Loss on disposal of subsidiaries ? (25)
Dividends received from investments ? 8
Fair value movement on financial investments (refer note 21) ? 66
? 49
10.Net finance costs
Interest receivable:
Cash and cash equivalents 174 9
174 9
Finance costs
Bank interest payable (10,787) (5,137)
Unutilised facility fee ? (59)
Amortisation of facility costs (478) (298)
(11,265) (5,494)
Net finance costs (11,091) (5,485)
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
EUR'000 EUR'000
11.Taxation
(i)Tax recognised in profit and loss
Income tax in respect of current year 618 578
Deferred tax (see note 29) 2,666 127
Total tax expense 3,284 705
No tax was recognised on other comprehensive income during the period (2015: nil).
The Company is subject to the standard rate of corporate income tax of 0% in
Bermuda. As the tax expense arises in jurisdictions outside of Bermuda, a full tax
reconciliation of the relationship between the tax expense and accounting loss
has not been included in these financial statements. The Group incurs tax on
rental income from its investment properties, after deduction for allowable rental
expenses. The rate of corporate income tax depends on the jurisdiction in which the
property is situated being:
- Germany 15.825%
- United Kingdom 20%
Switzerland (depending on the district in which the property is situated).
- Average rate of 19.6%.
(ii)Recognition of tax charge for the year
Profit for the year before taxation 52,867 38,397
Tax provided at applicable rate in Bermuda ? ?
Tax charge in respect of different jurisdictions (3,284) (705)
Profit for the year after taxation 49,583 37,692
Audited
31 March 31 March
2016 2015
EUR'000 EUR'000
12.Dividends
Amounts recognised as distributions to equity holders in the period:
Final dividend for the prior year 11,654 ?
Interim dividend for the current year 11,748 ?
23,402 ?
On 11 June 2015, the directors of the Company declared a final dividend of 4.2 cents per share in respect of the year ended
31 March 2015 equating to EUR11,654,000 (2014: nil). This was paid on 16 July 2015. An interim dividend of 4.2 cents per share
equating to EUR11,748,000 (2015: EURnil) was declared on 26 November 2015 and paid on 25 January 2016. Both dividends
were offered to shareholders as cash, with a scrip alternative. In respect of this scrip dividend offering, a scrip dividend
take up of 29.48% of the final dividend and 41.5% of the interim dividend was recorded and new ordinary shares issued to
shareholders accordingly. This is further detailed in note 13.
The Directors declared a final dividend on 8 June 2016 for the year ended 31 March 2016, of 4.70 cents per share which is
payable in cash, on 29 July 2016. The payment of this dividend will not have any tax consequences
for the Group.
Audited
31 March 31 March
2016 2015
EUR'000 EUR'000
13.Share capital
Authorised
1,000,000,000 ordinary shares with a par value of EUR0.000001258 each 1 1
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
Issued share capital
Opening balance 272,236,146 15,986,003
Issue of new shares 10,748,480 256,250,143
Closing number of shares issued 282,984,626 272,236,146
EUR'000 EUR'000
Share capital ? ?
Share premium 392,785 376,985
Less: Acquisition/transaction costs (2,858) (2,858)
Total share premium 389,927 374,127
There were no changes made to the number of authorised shares of the Company during the year under review. Stenprop
Limited has one class of share; all shares rank equally and are fully paid. With effect from 5 October 2015, the Johannesburg
Stock Exchange (JSE) approved the transfer of the Company's listing from the JSE's AltX to the JSE's Main Board. The
transfer does not affect the Company's current listing on the Bermuda Stock Exchange (BSX).
The Company has 282,984,626 (March 2015: 272,236,146) ordinary shares in issue at the reporting date which have dual
primary listings on the BSX the JSE.
On 11 June 2015, a dividend of 4.2 cents per share was declared in respect of the year ended 31 March 2015. The record
date for the dividend was 10 July 2015. On the payment date, 16 July 2015 the owners of 277,463,048 shares were entitled
to receive the dividend resulting in an overall dividend payment of EUR11,654,000. 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%.
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 a Share Purchase Plan and Deferred Share Bonus Plan respectively.
On 31 March 2016, 9,827 new ordinary shares were issued in respect of the Deferred Share Bonus Plan. These shares
subsequently listed on the BSX and JSE at an issue price of EUR1.54 per share on 5 April 2016.
On 26 November 2015, the Company announced an interim dividend of 4.2 cents per share in respect of the six months
to 30 September 2015. On 25 January 2016, the Company announced a 41.5% take up of the scrip dividend for which
3,253,857 new Stenprop shares were issued at an issue price of EUR1.49854 per share.
Major shareholders
As at the financial year end there were 3,185 shareholders in the Company. In terms of the Companies Act 1981 of
Bermuda, there is no requirement for registered shareholders to disclose their beneficial shareholdings and accordingly,
the Company provides disclosure on the shareholdings where this information is provided to the Company. Known
shareholders holding in excess of 5% of the Company's share capital are detailed below:
Beneficial shareholder greater than 5% Percentage of issued share capital
Peregrine Holdings Limited (direct and indirect interest) 6.41
14.Share-based payments
The Group operates two share incentive plans which are used to attract and retain high-calibre employees to help grow the
business. Awards are recommended by the remuneration committee and are subject to board approval. The incentive plans
are discussed in more detail below:
Deferred share bonus plan
The board may grant an award to an eligible employee following a recommendation from the remuneration committee
over such number of shares that have an aggregate value equal to the deferred bonus. Such share options vest in three
equal tranches. The first tranche vests on the date of grant with subsequent tranches vesting at the first and second
anniversaries of the relevant year-end. Share options may be exercised until the tenth anniversary of the grant date, after
which time they will lapse.
The below table summarises the position at year end in terms of the number of share options granted and exercised in the
period. All share options were granted at nil cost. Further details relating to share options issued to executive directors are
disclosed in note 8.
31 March 31 March
2016 2015
Number of share options
Outstanding at beginning of year ? ?
Granted during year 376,059 ?
Exercised during year (27,620)
Other 7,803 ?
Outstanding at end of year 356,242 ?
Exercisable at the end of the year 225,966 ?
The fair value of the options was calculated using the Black Scholes pricing model. The aggregate of the fair value expense
of options granted at 31 March 2016 was EUR42,110 (2015: n/a). The table below sets out the assumptions made for the
purposes of this valuation.
Stock price at year end (EUR) EUR1.54 n/a
Weighted average exercise price ? n/a
Compounded risk-free interest rate (%) 1.50 n/a
Volatility (%) 22 n/a
Expected life (years) 10 n/a
The Group recognised a total share based payment expense of EUR521,000 (2015: nil) during the year relating to share-based
payment transactions and holds an Own Shares Equity Reserve at 31 March 2016 of EUR480,000 (2015: nil).
Share purchase plan
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 received by such employees
(or his or her nominee) by virtue of their shareholding, must first be utilised to discharge any interest outstanding in terms
of the loan advanced in terms of the Share Purchase Plan.
The below table summarises the position at year end in terms of loans advanced and the number of shares to which they
relate. Loans relating to the Share Purchase Plan issued to executive directors are disclosed in more detail in note 8.
31 March 31 March
2016 2015
Share purchase plan (issued 30 June 2015) (number of shares) 5,209,109 ?
Share purchase plan loans advanced (including accrued interest) (EUR'000) 7,403 ?
Other share options
At the time of the Stenham Transaction, 2 October 2014, the Company committed to issue 291,564 ordinary shares at a
strike price of EUR1.37 to two directors, the value of which was EUR400,000 at the time. These share options vest over a two year
period on 30 September 2015 and 30 September 2016, subject to the directors still being in the employ of the Group at
vesting date. At the year end, half of the options had vested and none had been exercised. Although this represents a
share-based payment under IFRS 2: Share-based payments, this has been treated as a cost of the shares issued as part of
the Stenprop Transaction and has been classified as a liability. This treatment is not consistent with the Group's policy to
recognise the fair value of share-based payments in a share-based payment reserve over the vesting period; however, the
directors consider the impact of the difference in treatment to be immaterial.
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
EUR'000 EUR'000
15.Earnings and net asset value per ordinary share
Reconciliation of profit for the period to adjusted EPRA(1) earnings
Earnings per IFRS income statement attributable to shareholders 49,266 37,599
Adjustments to calculate EPRA earnings exclude:
Changes in fair value of investment properties (22,939) (17,956)
Reversal of provision for selling costs ? ?
Reversal of gain on acquisition ? (9,657)
Reversal of impairment of goodwill ? ?
Changes in fair value of financial instruments 999 589
Deferred tax in respect of EPRA adjustments 2,666 127
Adjustments above in respect of joint ventures and associates
Changes in fair value (2,959) 1,057
Deferred tax in respect of EPRA adjustments 39 (158)
EPRA earnings attributable to shareholders 27,072 11,601
Further adjustments to arrive at Adjusted EPRA earnings
Straight-line unwind of purchase swaps 1,976 1,244
Adjusted earnings attributable to shareholders 29,048 12,845
Weighted average number of shares in issue 278,350,720 132,254,338
Share-based payment award (note 14) 647,806 291,563
Diluted weighted average number of shares in issue 278,998,526 132,545,901
cents cents
Earnings per share
IFRS EPS 17.70 28.43
Diluted IFRS EPS 17.66 28.37
EPRA EPS 9.73 8.77
Diluted EPRA EPS 9.70 8.75
Adjusted EPRA EPS 10.44 9.71
Diluted adjusted EPRA EPS 10.41 9.69
(1)The European Public Real Estate Association (EPRA) issued Best Practices Policy Recommendations in December 2014, which provide
guidelines for performance measures relevant to real estate companies. Their recommended reporting standards are widely applied across
this market, aiming to bring consistency and transparency to the sector. The EPRA earnings measure is intended to show the level of recurring
earnings from core operational activities with the purpose of highlighting the Group's underlying operating results from its property rental
business and an indication of the extent to which current dividend payments are supported by earnings. The measure excludes unrealised
changes in the value of investment properties, gains or losses on the disposal of properties and other items that do not provide an accurate
picture of the Group's underlying operational performance. The measure is considered to accurately capture the long-term strategy of the
Group, and is an indication of the sustainability of dividend payments.
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 breaks costs was calculated at 1 April 2014 and the purchase consideration for the property companies was reduced
accordingly to reflect this liability.
Audited
for the
Year ended year ended
31 March 31 March
2016 2015
EUR'000 EUR'000
Reconciliation of profit for the period to headline earnings
Earnings per IFRS income statement attributable to shareholders 49,266 37,599
Adjustments to calculate headline earnings, exclude:
Changes in fair value of investment properties (22,939) (17,956)
Reversal of provision for selling costs ? ?
Reversal of gain on acquisition ? (9,657)
Reversal of impairment of goodwill ? ?
Changes in fair value of financial instruments 519 (431)
Deferred tax in respect of headline earnings adjustments 2,666 127
Adjustments above in respect of joint ventures and associates
Changes in fair value of investment properties (2,529) 1,360
Deferred tax (307) (204)
Headline earnings attributable to shareholders 26,676 10,838
cents cents
Earnings per share
Headline EPS 9.58 8.20
Diluted headline EPS 9.56 8.18
Audited
31 March 31 March
2016 2015
EUR'000 EUR'000
16.Net asset value per share
Net assets attributable to equity shareholders 455,497 433,314
Adjustments to arrive at EPRA net asset value:
Derivative financial instruments 5,942 6,381
Deferred tax 9,705 7,230
Adjustments above in respect of joint ventures and associates 2,838 2,504
EPRA net assets attributable to shareholders 473,982 449,429
Number of shares in issue 282,984,626 272,236,146
Share-based payment award (note 14) 647,806 291,563
Diluted number of shares in issue 283,632,432 272,527,709
cents cents
Net asset value per share (basic and diluted)
IFRS net asset value per share 1.61 1.59
EPRA net asset value per share 1.67 1.65
17.Investment property
The fair value of the consolidated investment properties at 31 March 2016 was EUR729,782,000 (31 March 2015:
EUR695,196,000). The carrying amount of an investment property is the fair value of the property as determined by
registered independent appraisers having an appropriate recognised professional qualification and recent experience
in the location and category of the property being valued (valuers).
The fair value of each of the properties for the year ended 31 March 2016 was assessed by the valuers in accordance with
the Royal Institute of Chartered Surveyors ('RICS') standards and IFRS 13. Valuers are qualified for purposes of providing
valuations in accordance with the 'Appraisal and Valuation Manual' published by RICS.
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 valuation process and results are held between the senior management and the external valuers on
a bi-annual basis. The Audit Committee reviews the valuation results and, provided the committee is satisfied with the
results, recommends them to the board for approval.
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 market conditions. An
increase in more than one unobservable input would magnify the impact on the valuation. The impact on the valuation
would 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.
All investment properties are mortgaged. Details of which can be seen in note 25.
The key unobservable inputs used in the valuation of the Group's investment properties at 31 March 2016 are detailed in
the table below:
Combined portfolio (including share of jointly controlled entities)
Percentage
of Market Annualised Net initial
portfolio value gross yield
by market 31 March rental (weighted Voids by
value 2016 Area income average) area
(%) (EUR million) Properties m(2) (EUR million) (%) (%)
United Kingdom 36.1 321.5 13 63,506 19.0 5.32 1.8
Germany 28.3 252.6 23 92,041 14.5 5.18 2.8
Switzerland 17.5 155.7 13 48,799 8.5 4.51 17.3
Subtotal 81.9 729.8 49 204,346 42.0 5.10 5.9
Share of joint ventures
and associates 18.1 161.2 6 49,727 10.8 5.65 2.0
Total 100.0 891.0 55 254,073 52.8 5.20 5.2
Audited
31 March 31 March
2016 2015
EUR'000 EUR'000
Opening balance 695,196 33,281
Properties acquired through the acquisition of subsidiaries ? 661,151
Properties acquired 48,206 ?
Capitalised expenditure 3,604 3,414
Disposals through the sale of property (6,701) (65,273)
Foreign exchange movement in foreign operations (33,462) 44,667
Net fair value gains on investment property 22,939 17,956
Closing balance 729,782 695,196
Acquisitions
United Kingdom
Laxton Properties Limited ? 81,536
Normanton Properties Limited ? 95,232
Davemount Properties Limited ? 10,195
LPE Limited ? 83,919
Loveridge Properties Limited ? 55,808
Switzerland
Algy Properties S.a.r.l. ? 4,328
Bruce Properties S.a.r.l. ? 7,910
Clint Properties S.a.r.l. ? 5,832
David Properties S.a.r.l. ? 12,609
Kantone Holdings Limited ? 78,621
Polo Property GmbH ? 35,904
Germany
KG Bleichenhof Grundtuscksverwaaltung GmbH & Co. KG ? 119,400
Century BV ? 16,200
Century 2 BV ? 8,550
Stenham Beryl Limited ? 10,252
Stenham Crystal Limited ? 8,514
Stenham Jasper Limited ? 10,341
Isabel Properties BV ? 16,000
Stenprop Hermann Limited 24,458 ?
Stenprop Victoria Limited 23,748 ?
48,206 661,151
Disposals
United Kingdom
Loveridge Properties Limited ? (65,273)
GGP1 Limited, Leigh (6,701) ?
(6,701) (65,273)
Acquisitions
The acquisition of a retail centre known as Hermann Quartier for a purchase price, including acquisition costs, of
EUR24.5 million completed on 24 August 2015. The property is on a high street location in 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%
per annum at inception.
The acquisition of the Victoria shopping centre for EUR23.7 million, including acquisition costs, 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 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.
Disposals
On 20 January 2016, the Group disposed of one of the eight properties owned by GGP1 Limited known as Leigh, UK, for
GBP5.37 million (equating to EUR6.7 million after disposal costs). The proceeds of the sale were utilised to part pay down the
outstanding Santander facility of GBP10.4 million by GBP2.04 million.
Prior year disposals
On 23 March 2015, the Group disposed of the only property owned by Loveridge Properties Limited, known as Chiswell
Street, London for GBP48.255 million (equating to EUR65.2 million after disposal costs). The proceeds of the sale were utilised to
settle the outstanding Lloyds facility of GBP12.925 million (circa EUR18 million). At 31 March 2016, Loveridge Properties Limited
remains a dormant subsidiary of the Group.
18.Subsidiaries, associates and joint ventures
The Group consists of a parent company, Stenprop Limited, incorporated in Bermuda, and a number of subsidiaries,
associates and joint ventures held directly and indirectly by Stenprop Limited which operate and are incorporated around
the world.
Details of the Group's subsidiaries as at 31 March 2016 are as follows:
Place of % equity owned by
Name incorporation Principal activity Company Subsidiary
BVI
Davemount Properties Limited BVI Property investment 100.00
Laxton Properties Limited BVI Property investment 100.00
Loveridge Properties Limited BVI Dormant 100.00
Normanton Properties Limited BVI Property investment 100.00
Ruby Red Holdings Limited BVI Management 100.00
SP Corporate Services Limited BVI Management 100.00
SP Nominees Limited BVI Management 100.00
SP Secretaries Limited BVI Management 100.00
Stencap1 Limited BVI Dormant 100.00
Stencap2 Limited BVI Dormant 100.00
Stencap3 Limited BVI Dormant 100.00
Stencap4 Limited BVI Dormant 100.00
Stenham Property Holdings Limited BVI Holding company 100.00
Stenprop (Germany) Limited BVI Holding company 100.00
Stenprop (Swiss) Limited BVI Holding company 100.00
Stenprop (UK) Limited BVI Holding company 100.00
Stenprop Trafalgar Limited BVI Holding company 100.00
Leatherback Property Holdings Limited BVI Holding company 100.00
Stenprop Hermann Limited BVI Property investment 100.00
Stenprop Victoria Limited BVI Property investment 100.00
Curacao
Anarosa Holdings N.V. Curacao Holding company 94.90
C.S. Property Holding N.V. Curacao Holding company 94.90
Lakewood International N.V. Curacao Holding company 89.00
T.B Property Holdings N.V. Curacao Holding company 100.00
Guernsey
APF1 Limited (in liquidation) Guernsey Dormant 100.00 100.00
Bernina Property Holdings Limited Guernsey Holding company 100.00
GGP1 Limited Guernsey Property investment 100.00
Kantone Holdings Limited Guernsey Property investment 100.00
KG Bleichenhof Grundtuscksverwaaltung
GmbH & Co. KG Germany Property investment 94.90
LPE Limited Guernsey Property investment 100.00
Stenham Paramount Hotel GP Limited Guernsey Management 100.00
Stenprop Advisers Limited
(formerly Stenham Property Finance Limited) Guernsey Management 100.00
Luxembourg
Algy Properties S.a.r.l. Luxembourg Property investment 100.00
Bruce Properties S.a.r.l. Luxembourg Property investment 100.00
Clint Properties S.a.r.l. Luxembourg Property investment 100.00
David Properties S.a.r.l. Luxembourg Property investment 100.00
Jimmy Investments S.a.r.l. Luxembourg Holding company 100.00
Spike Investments S.A. Luxembourg Holding company 100.00
Netherlands
Century 2 BV Netherlands Property investment 94.90
Century BV Netherlands Property investment 94.90
Isabel Properties BV Netherlands Property investment 94.90
Mindel Properties BV Netherlands Holding company 94.50
Stenprop Management BV
(formerly Stenham Property Management BV) Netherlands Management 100.00
Isle of Man
Stenham Beryl Limited IoM Property investment 100,00
Stenham Crystal Limited IoM Property investment 100.00
Stenham Jasper Limited IoM Property investment 100.00
Gemstone Properties Limited
(formerly Stenham Properties (Germany) Limited) IoM Holding company 100.00
Switzerland
Polo Property GmbH Switzerland Property investment 100.00
United Kingdom
ApexHi UK Limited UK Dormant 100.00
Stenprop Management Limited
(formerly Stenham Property Limited) England Management 100.00
Details of the Group's investments in associates and joint ventures are disclosed in note 19 and note 20 respectively.
19.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
Name 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 SESCF, and 0.26% of the property investment is held via a wholly-owned
subsidiary, Leatherback Property Holdings Limited, a company incorporated in the British Virgin Islands.
The above associates are accounted for using the equity method in these consolidated financial statements as set out in
the Group's accounting policies in note 3.
Summarised financial information in respect of each of the Group's associates is set out below:
Stenham
European Stenham
Shopping Berlin
Centre Stenpark Residential
Fund Management Fund
Limited Limited Limited Total
EUR'000 EUR'000 EUR'000 EUR'000
31 March 2016
Non-current assets ? ? 55,672 55,672
Assets held for sale 265,286 ? ? 265,286
Current assets 15,408 ? 4,600 20,008
Current liabilities (164,318) ? (150) (164,468)
Equity attributable to owners of the Company 116,376 ? 60,122 176,498
Revenue 20,638 ? 4,621 25,259
Profit from continuing operations and total
comprehensive income 1,343 ? 6,876 8,219
31 March 2015
Non-current assets 275,000 ? 53,121 328,121
Current assets 16,188 153 562 16,903
Non-current liabilities (160,217) (71) ? (160,288)
Current liabilities (11,218) ? (444) (11,662)
Equity attributable to owners of the Company 119,753 82 53,239 173,074
Revenue 21,122 1,159 ? 22,281
Profit from continuing operations and total
comprehensive income 4,557 884 158 5,599
Reconciliation of the above summarised financial information to the carrying amount of the interest in the associates
recognised in the financial statements:
Stenham
European Stenham
Shopping Berlin
Centre Stenpark Residential
Fund Management Fund
Limited Limited Limited Total
EUR'000 EUR'000 EUR'000 EUR'000
31 March 2016
Opening balance 34,041 41 5,570 39,652
Share in associates acquired during the period 367 ? ? 367
Reclassification of associate to joint venture ? (41) ? (41)
Share of associates' profit* 366 ? 709 1,075
Distribution received from associates (1,755) ? ? (1,755)
Foreign exchange movement in foreign operations ? ? ? ?
Closing balance 33,019 ? 6,279 39,298
31 March 2015
Opening balance ? ? ? ?
Share in associates acquired during the period 35,704 32 5,411 41,147
Share of associates' profit* 87 209 159 455
Distribution received from associates (1,750) (210) ? (1,960)
Foreign exchange movement in foreign operations ? 10 ? 10
Closing balance 34,041 41 5,570 39,652
* The share of associates' profit includes the fair value movement in the underlying investments for the period. The investment property
in Stenham European Shopping Centre, Nova Eventis was valued by the directors of the associate at EUR265 million at 31 March 2016,
a 3.6% reduction of the fair value at 1 April 2015 of EUR275 million. The Stenham Berlin Residential Fund share price increased by 13% from
EUR1.10 to EUR1.24 per share during the year under review.
Stenham European Shopping Centre Fund Limited ('SESCF')
On 18 September 2015, as a result of a scrip dividend paid by SESCF, the Group's holding in the entity increased from
28.40% to 28.42%.
In January 2016, external property agents were appointed to market the sole asset owned by SESCF, known as Nova
Eventis, for sale. The current lenders have agreed to extend the loan, which matures on 24 July 2016 for a period of
six months to 24 January 2017 on terms which are substantially the same as the current terms.
Stenpark
On 30 September 2015, management reclassified Stenpark Management Limited from an associate to a joint venture to
more accurately reflect the substance of this investment. Refer note 20. The net asset value of Stenpark Management
Limited at this date was EUR41,000.
20. Investment in joint ventures
Details of the Group's joint ventures as at 31 March 2016 are as follows:
Place of % equity owned by
Name incorporation Principal activity Company Subsidiary
Luxembourg
Elysion Braunschweig Sarl Luxembourg Property company 50.00
Elysion Dessau Sarl Luxembourg Property company 50.00
Elysion Kappeln Sarl Luxembourg Property company 50.00
Elysion S.A. Luxembourg Holding company 50.00
Elysion Winzlar Sarl Luxembourg Property company 50.00
Guernsey
Stenpark Management Limited Guernsey Management company 50.00
BVI
Stenprop Argyll Limited BVI Holding company 50.00
Regent Arcade House Holdings Limited BVI Property company 50.00
Summarised consolidated financial information in respect of the Group's joint ventures is set out below:
Stenpark Stenprop
Elysion Management Argyll
S.A. Limited Limited Total
EUR'000 EUR'000 EUR'000 EUR'000
31 March 2016
Investment property 34,349 ? 103,375 137,724
Current assets 613 405 4,130 5,148
Assets 34,962 405 107,505 142,872
Bank loans (23,222) ? (47,131) (70,353)
Shareholder loan third party ? ? (23,851) (23,851)
Shareholder loan Group (14,140) ? (23,850) (37,990)
Deferred tax (223) ? ? (223)
Financial liability (1,068) ? (1,585) (2,653)
Current liabilities (120) (324) (4,290) (4,734)
Liabilities (38,773) (324) (100,707) (139,804)
Net assets/(liabilities) of joint ventures (3,811) 81 6,798 3,068
Net assets of joint ventures excluding shareholder loans 10,329 81 54,499 64,909
Group share of net assets 10,329 41 27,250 37,620
Revenue 2,797 1,115 4,990 8,902
Interest payable (2,456) ? ? (2,456)
Tax expense (91) ? ? (91)
Profit from continuing operations and total comprehensive
income excluding interest due to Group 2,569 848 9,654 13,071
Share of joint ventures profit due to the Group 2,569 424 4,827 7,820
31 March 2015
Investment property 33,563 ? ? 33,563
Current assets 339 ? ? 339
Assets 33,902 ? ? 33,902
Bank loans (23,776) ? ? (23,776)
Shareholder loan (13,524) ? ? (13,524)
Deferred tax (153) ? ? (153)
Financial liability (1,268) ? ? (1,268)
Current liabilities (199) (199)
Liabilities (38,920) ? ? (38,920)
Net assets/(liabilities) of joint ventures (5,018) ? ? (5,018)
Net assets of joint ventures excluding shareholder loans 8,506 ? ? 8,506
Group share of net assets 8,506 ? ? 8,506
Revenue 2,796 ? ? 2,796
Interest payable (2,037) ? ? (2,037)
Tax expense (75) (75)
Profit from continuing operations and total comprehensive
income excluding interest due to Group 1,314 ? ? 1,314
Share of joint ventures profit due to the Group 778 ? ? 778
Reconciliation of the above summarised financial information to the carrying amount of the interest recognised in the
consolidated financial statements:
Stenpark Stenprop
Elysion Management Argyll
S.A. Limited Limited Total
31 March 31 March 31 March 31 March
2016 2016 2016 2016
EUR'000 EUR'000 EUR'000 EUR'000
31 March 2016
Opening balance 8,506 ? ? 8,506
Reclassification of associate to joint venture ? 41 ? 41
Share in joint ventures acquired during the period ? ? 26,782 26,782
Share of joint venture profit 2,569 424 4,827 7,820
Distribution received from joint venture (746) (420) (1,072) (2,238)
Foreign exchange movement in foreign operations ? (4) (3,287) (3,291)
Closing balance 10,329 41 27,250 37,620
31 March 2015
Opening balance ? ? ? ?
Reclassification of associate to joint venture ? ? ? ?
Share in joint ventures acquired during the period 8,948 ? ? 8,948
Share of joint venture profit 778 ? ? 778
Distribution received from joint ventures (1,220) ? ? (1,220)
Foreign exchange movement in foreign operations ? ? ? ?
Closing balance 8,506 ? ? 8,506
Acquisitions
On 20 May 2015, the Group acquired a 50% interest in Regent Arcade House Holdings Limited ("RAHHL"), through
Stenprop Argyll Limited a wholly-owned subsidiary of the Group. RAHHL owns the property known as 25 Argyll Street.
The acquisition cost of this interest was GBP18.9 million which was based on a valuation of the property of GBP75 million.
RAHHL refinanced the property with an interest-only bank loan of GBP37.5 million at an all-in rate of 2.974% per annum,
with a term of five years.
Prior period acquisitions
On 1 October 2014 Stenprop completed the acquisition of 100% of the shares and shareholder loans in Bernina Property
Holdings Limited ("Bernina"). Bernina in turn owns 50% of the issued share capital and 100% of the shareholder loans
of Elysion S.A., a company incorporated in Luxembourg which is the beneficial owner of the Care Home portfolio.
The remaining 50% of Elysion S.A. is owned by a joint venture partner who manages the portfolio.
The acquired shareholder loans have attracted, and continue to attract, a 10% compound interest rate since inception in
2007. The outstanding shareholder loan which is wholly owned by Stenprop has been valued at the recoverable balance
which is deemed equal to the net assets of the joint venture excluding the shareholder loan.
Audited
31 March 31 March
2016 2015
EUR'000 EUR'000
21.Investments
Opening balance ? 287
Trading investments additions at cost ? ?
Fair value movement ? 66
Foreign exchange movement in foreign operations ? 16
Disposal ? (369)
Fair value ? ?
Trading investments, comprising a portfolio of four listed Real Estate Investment Trusts
("REIT") were disposed of on 13 February 2015 for a value of EUR369,000.
22.Trade and other receivables
Non-current receivables
Other debtors 7,403 ?
7,403 ?
Non-current other debtors relate solely to loans advanced under the Share Purchase Plan
(see note 14, share based payments).
Current receivables
Accounts receivable* 3,509 2,634
Other debtors 1,935 3,911
Prepayments 923 1,519
6,367 8,064
* Included in this balance are provisions for doubtful debts of EUR101,000 (2015: EUR34,000).
23.Cash and cash equivalents
Cash at bank 36,811 80,430
36,811 80,430
Restricted cash
At year end funds totalling EUR11.9 million (2015: EUR9.0 million) were restricted. Tenant
deposits of EUR2.7 million (2015:EUR1.6 million) are included in this amount as are net rents held
in bank accounts which are secured by the lenders for the purposes of debt repayments
and redevelopment, including EUR8.5 million (2015: EUR5.8 million) for the redevelopment of
Bleichenhof. As the Group is in compliance with all the terms and conditions of its loans as
at the date of signing these financial statements, there are no further restrictions, and any
surplus will flow to the Group.
24.Accounts payable and accruals
Accruals 3,868 2,772
Deferred income 5,183 5,754
Taxes payable 1,776 2,194
Other payables 5,676 7,436
16,503 18,156
25.Borrowings
Opening balance 364,931 12,586
Acquisitions (note 27) ? 313,643
Loan repayments (30,608) (17,774)
New loans 56,196 40,454
Amortisation of loans (7,514) (5,416)
Capitalised borrowing costs (1,049) (622)
Amortisation of transaction fees 378 22
Foreign exchange movement in foreign operations (14,841) 22,038
Total borrowings 367,493 364,931
Amount due for settlement within 12 months 188,785 68,058
Amount due for settlement between one to three years 29,892 232,201
Amount due for settlement between three to five years 139,816 56,132
Amount due for settlement after five years 9,000 8,540
367,493 364,931
Non-current liabilities
Bank loans 178,708 296,873
Total non-current loans and borrowings
The maturity of non-current borrowings is as follows:
One year to five years 169,708 288,333
More than five years 9,000 8,540
178,708 296,873
Current liabilities
Bank loans 188,785 68,058
Total current loans and borrowings 188,785 68,058
Total loans and borrowings 367,493 364,931
The facilities are secured by debentures and legal charges over the properties to which they correspond. There is no cross-
collaterisation of the facilities. The terms and conditions of outstanding loans are as follows:
Nominal value Carrying value*
Loan 31 March 31 March 31 March 31 March
interest Maturity 2016 2015 2016 2015
Notes Amortising rate Currency date EUR'000 EUR'000 EUR'000 EUR'000
United Kingdom
Laxton Properties Limited 3 No LIBOR 1.4% GBP 08/05/2020 34,846 30,283 34,497 30,283
Normanton Properties Limited 4 No LIBOR 1.4% GBP 29/05/ 2020 46,879 51,099 46,690 51,100
Davemount Properties Limited 2 Yes LIBOR 2.1% GBP 24/04/2016 5,445 8,354 5,445 8,354
LPE Limited No LIBOR 2% GBP 23/03/2020 37,959 41,016 37,317 40,453
GGP1 Limited 1 No LIBOR 2.5% GBP 22/12/2016 10,578 14,219 10,563 14,181
Switzerland
Algy Properties S.a.r.l. Yes LIBOR 1.3% CHF 31/03/2017 3,099 3,823 3,099 3,823
Bruce Properties S.a.r.l. Yes LIBOR 1.25% CHF 31/03/2017 4,384 4,628 4,384 4,628
Clint Properties S.a.r.l Yes LIBOR 1.3% CHF 31/03/2017 2,820 3,044 2,820 3,044
David Properties S.a.r.l. Yes LIBOR 1.3% CHF 31/03/2017 7,340 7,956 7,340 7,956
Kantone Holdings Limited Yes LIBOR 1.05% CHF 31/03/2017 46,787 51,082 46,787 51,082
Polo Property GmbH Yes LIBOR 1.15% CHF 31/03/2017 22,639 24,609 22,639 24,609
Germany
Century BV Yes Euribor 1.65% EUR 31/12/2017 9,911 10,174 9,870 10,174
Century 2 BV Yes Euribor 1.65% EUR 31/12/2017 4,291 4,404 4,273 4,404
Century 2 BV Yes Euribor 1.65% EUR 31/12/2017 898 922 894 922
LGI Properties Beryl Limited Yes Euribor 1.85% EUR 30/04/2018 5,488 5,636 5,488 5,636
LGI Properties Crystal Limited Yes Euribor 1.85% EUR 30/04/2018 4,583 4,707 4,583 4,707
LGI Properties Jasper Limited Yes Euribor 1.85% EUR 30/04/2018 5,608 5,759 5,608 5,759
Isabel Properties BV No Euribor 2.50% EUR 31/12/2021 9,000 9,000 9,000 9,000
Bleichenhof GmbH & Co. KG No 1.9% EUR 31/12/2016 84,937 84,937 84,884 84,816
Stenprop Hermann Ltd 5 No Euribor 1.13% EUR 30/06/2020 11,050 ? 11,012 ?
Stenprop Victoria Ltd 6 No Euribor 1.28% EUR 31/08/2020 10,300 ? 10,300 ?
368,842 365,652 367,493 364,931
* The difference between the nominal and the carrying value represents unamortised facility costs, which have arisen since the completion
of the Stenham Transaction (note 27).
1. On 20 January 2016, the Group disposed of one of the eight properties owned by GGP1 Limited known as Leigh, UK , for GBP5.365 million.
The proceeds of the sale were utilised to part pay down the outstanding Santander facility of GBP10.4 million by GBP2.04 million.
2. On 26 May 2016, Davemount Properties Limited ("Davemount") and GGP1 Limited ("GGP1") refinanced their loan facilities with Santander.
Santander have provided a single facility with a 5 year term of GBP12,360,000 split GBP4,000,000 to Davemount and GBP8,360,000 to GGP1.
The all-in rate on this facility is 3.46% (including a swap of 1.21%), which compares to 2.7% on the current Davemount facility and 3.72% on
the GGP1 facility.
3. On 8 May 2015, Laxton Properties Limited refinanced the property known as Euston House on favourable terms with a five year loan to May
2020. The new facility of GBP27,540,000 is interest only. A five year interest rate swap agreement was entered into to fix the interest rate at an
all-in rate of 3.02% per annum (previous facility: 4.54%). The Group incurred costs of GBP413,000 to break the former swap agreement.
4. On 29 May 2015, Normanton Properties Limited extended the existing bank loan (which was due to expire in March 2016), on the property
known as Pilgrim Street on favourable terms until March 2019. With effect from signature, the loan became interest-only. An interest rate
swap agreement was entered into to fix the interest rate for the period from the prior termination date, being 23 March 2016, until the new
termination date, at an all-in rate of 2.9% per annum. The previous all-in rate on the loan was 4.96%.
5. On 24 August 2015, Stenprop Hermann Limited entered into a facility agreement to borrow EUR11,050,000. An interest rate of EURIBOR plus
a margin of 1.13% was agreed and the interest-only loan is repayable in full on 30 June 2020.
6. On 24 November 2015, Stenprop Victoria Limited entered into a facility agreement to borrow EUR10,300,000. An interest rate of EURIBOR
plus a margin of 1.28% was agreed and the interest-only loan is repayable in full on 31 August 2020.
26. Derivative financial instruments
In accordance with the terms of the borrowing arrangements and group policy, the Group has entered into interest
rate swap agreements. The Interest rate swap agreements are entered into by the borrowing entities to convert the
borrowings from floating to fixed interest rates and are used to manage the interest rate profile of financial liabilities and
eliminate future exposure to interest rate fluctuations. It is the Group's policy that no economic trading in derivatives is
undertaken. The Group recognised a total net loss from fair value of financial instruments of EUR999,000 in the current year
(2015: EUR589,000).
The following table sets out the interest rate swap agreements at 31 March 2016.
Notional Notional
value Fair value value Fair value
Swap 31 March 31 March 31 March 31 March
Effective Maturity rate 2016 2016 2015 2015
Facility date date % EUR'000 EUR'000 EUR'000 EUR'000
United Kingdom
Laxton Properties Limited 01/04/2014 08/05/2020 1.62 34,846 (1,232) 30,283 (692)
Normanton Properties Limited 01/04/2014 25/03/2019 1.50 46,879 (1,285) 51,099 (1,273)
LPE Limited 26/03/2015 31/03/2020 1.35 37,959 (891) 41,016 (252)
GGP1 Limited
(novated from APF1 Limited) 02/04/2015 22/12/2016 1.70 6,630 (55) 7,164 (121)
GGP1 Limited
(novated from APF1 Limited) 02/04/2015 22/12/2016 1.66 1,265 (10) 1,367 (22)
Switzerland
Algy Properties S.a.r.l. 01/04/2014 31/03/2017 0.91 3,522 (62) 3,823 (129)
Bruce Properties S.a.r.l. 01/04/2014 31/03/2017 1.90 4,384 (122) 4,628 (254)
Clint Properties S.a.r.l 01/04/2014 31/03/2017 1.75 2,820 (74) 2,967 (135)
David Properties S.a.r.l. 01/04/2014 20/02/2017 1.73 7,409 (171) 7,885 (331)
Kantone Holdings Limited 01/04/2014 31/03/2017 0.70 46,787 (721) 51,082 (1,513)
Polo Property GmbH 01/04/2014 31/03/2017 0.73 22,639 (355) 24,609 (744)
Germany
Century BV 01/04/2014 29/12/2017 1.00 9,911 (220) 10,174 (267)
Century 2 BV 01/04/2014 29/12/2017 1.08 4,291 (102) 4,404 (126)
Century 2 BV 01/04/2014 29/12/2017 1.85 898 ? 922 1
LGI Properties Beryl Limited 01/04/2014 30/04/2018 0.83 5,488 (125) 5,636 (135)
LGI Properties Crystal Limited 01/04/2014 30/04/2018 0.83 4,583 (105) 4,707 (113)
LGI Properties Jasper Limited 01/04/2014 30/04/2018 0.83 5,608 (128) 5,759 (138)
Isabel Properties BV 30/01/2015 30/12/2021 0.48 9,000 (284) 9,000 (137)
Total swaps ? on balance sheet 254,919 (5,942) 266,525 (6,381)
Maturing within 12 months (1,769) (1,273)
Maturing after 12 months (4,173) (5,108)
Derivative financial instruments (5,942) (6,381)
Swaps included in investments in associates and joint ventures ? ?
Regent Arcade House Holdings Limited 20/05/2015 20/05/2020 1.57 47,449 (1,585) ? ?
Elysion Braunschweig S.a.r.l 01/04/2014 29/03/2018 2.43 6,125 (240) 6,282 (302)
Elysion Dessau S.a.r.l 01/04/2014 29/03/2018 2.43 5,918 (230) 6,072 (287)
Elysion Kappeln S.a.r.l 01/04/2014 31/12/2018 2.80 6,420 (359) 6,584 (407)
Elysion Winzlar S.a.r.l 01/04/2014 31/12/2018 2.80 4,280 (239) 4,389 (271)
Prejan Enterprises Limited 01/04/2014 25/07/2016 0.80 44,380 (231) 45,897 (540)
Total swaps 114,572 (2,884) 335,749 (8,188)
27.Business combinations
Prior period
On 1 October 2014 and 2 October 2014 the Company completed the acquisition of:
- Various property companies which collectively at he time of the transaction, held an interest in forty five properties in
Germany, Switzerland and the United Kingdom (the 'property companies');
- The Stenham Property management business;
- Various cash holding entities, and
- The external investment manager, Apex Hi (UK) Limited.
The total purchase consideration for the acquisition of the property companies was calculated with reference to the net
asset value of the property companies as at 31 March 2014 and amounted to EUR281.0 million. The purchase consideration
for the Stenham Property management business was EUR15.6 million and the purchase consideration for Apex Hi (UK)
Limited was EUR3.8 million. The purchase consideration for the cash holding subsidiaries was EUR18.4 million.
The purchase consideration for the acquisitions was funded by the issue of 232,916,809 new Stenprop ordinary shares
to the value of EUR318,791,000 on the Bermudian share register at an issue price of EUR1.37 per share, which was the Euro
equivalent of the net asset value per share of Stenprop as at 31 March 2014.
Deferred consideration which remains outstanding at year end, and which relates to the acquisition of the Stenham
property management business is estimated to be EUR936,000 and relates to the vendor's right to receive a share of pre-
existing exit and performance fees on certain assets managed by the acquired business on behalf of third parties.
The companies acquired on 1 October 2014 were:
Place of Ownership
Name incorporation (%)
Stencap 1 Limited BVI 100
Stencap 2 Limited BVI 100
Davemount Properties Limited BVI 100
Loveridge Properties Limited BVI 100
Laxton Properties Limited BVI 100
Normanton Properties Limited BVI 100
Kantone Holdings Limited Guernsey 100
Spike Investments S.A Lux 100
Stencap 3 Limited BVI 100
Stencap 4 Limited BVI 100
Bernina Property Holdings Limited Guernsey 100
Lakewood International N.V Curacao 89
TB Property Holdings N.V Curacao 100
Leatherback Properties Limited BVI 100
Stenham Properties (Germany) Limited IoM 100
Anarosa Holdings N.V Curacao 94.9
CS Property Holding N.V Curacao 94.9
Stenham European Shopping Centre Fund Limited Guernsey 28.12
The following management companies were acquired on 2 October 2014:
Stenham Property Holdings Limited BVI 100
Stenprop Advisers Limited (formerly Stenham Property Finance Limited) Guernsey 100
Stenprop Management Limited (formerly Stenham Property Limited) England 100
ApexHi UK Limited UK 100
A summary of properties acquired as part of the Stenham Transaction is provided below:
Stenprop Stenprop Stenprop
(UK) (Swiss) (Germany)
Limited Limited Limited Total
Effective date of acquisition 01/10/2014 01/10/2014 01/10/2014
Number of properties (100%) 6 13 20 39
Number of properties (94.9%) 1 1
Number of properties in joint ventures (50%) 4 4
Number of properties in associates (28%) 1 1
6 13 26 45
Fair value on completion date of properties and management companies acquired:
A summary of the fair value of assets and liabilities and the net cash position arising from the business combination is
included in the table below:
Stenprop Stenprop Stenprop
(UK) (Swiss) (Germany) Management
Limited Limited Limited Companies Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Investment properties 242,771 145,204 189,570 577,545
Investment in associate 35,082 32 35,114
Investment in joint venture 8,948 ? 8,948
Property, plant and equipment ? 10 10
242,771 145,204 233,600 42 621,617
Net working capital (6,456) (1,258) (1,261) 1,385 (7,590)
External debt (102,379) (84,197) (127,066) ? (313,642)
Deferred tax ? (3,722) (2,811) ? (6,533)
Derivative financial instruments (1,773) (1,880) (812) ? (4,465)
Non-controlling interest ? ? (1,750) ? (1,750)
132,163 54,147 99,900 1,427 287,637
Gain on acquisition (9,657)*
Net assets acquired 277,980
Purchase consideration
Share issue (EUR) 318,791
Deferred consideration 1,445
Less cash (42,256)
Total consideration 277,980
* The composition of the Gain on acquisition is detailed on page 99 of the 2015 Integrated Annual Report.
Stenprop (UK) Limited, Stenprop (Swiss) Limited and Stenprop (Germany) Limited were incorporated during the period to
hold the acquired assets (note 28).
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 arose on acquisition date
from the internalisation of management and the uplift in the value of the various property companies in the six-month
period between the effective date of the sale (on which the assets were fair valued for purposes of the transaction), and
the acquisition date, No goodwill is therefore recognised in the Group accounts.
Intangible assets
Management have measured the fair value of all assets and liabilities acquired as at the date of acquisition, including any
assets or liabilities which may not have been recognised in the underlying company balance sheets. The value of any
intangible assets acquired as at the date of the transaction is considered immaterial and has not been recognised.
28. Acquisition of subsidiaries and joint ventures
During the period the Group incorporated the following companies:
Net assets
Incorporation Cost acquired
Name Jurisdiction date EUR'000 EUR'000
Acquisition of Hermann Quartier (refer note 17):
Stenprop Hermann Limited BVI 24/04/2015 ? ?
Acquisition of Victoria Centre (refer note 17):
Stenprop Victoria Limited BVI 24/04/2015 ? ?
Acquisition of Regent Arcade House Holdings Limited
(refer below):
Stenprop Argyll Limited (joint venture) BVI 17/02/2015 ? ?
Acquisition of 25 Argyll Street
On 20 May 2015, the Group acquired 50% of the issued share capital of the property owning company, Regent Arcade
House Holdings Limited which owns the property known as 25 Arygll Street. The interest was acquired by Stenprop Argyll
Limited, a wholly-owned subsidiary and was structured as a joint venture.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed of Regent Arcade House
Holdings Limited are as set out in the table below:
EUR'000
Investment properties 94,898
Net working capital (490)
Net identifiable assets 94,408
Satisfied by:
Cash 47,834
Bank loan 47,449
95,283
Less: Cash and cash equivalent balances acquired (875)
94,408
Prior period
During the prior period the Group incorporated the following companies:
Net assets
Incorporation Cost acquired
Name Jurisdiction date $ $
Stenham Transaction (refer note 27)
Stenprop (UK) Limited BVI 01/07/2014 100 100
Stenprop (Germany) Limited BVI 01/07/2014 100 100
Stenprop (Swiss) Limited BVI 01/07/2014 100 100
Acquisition of Trafalgar Court (refer below)
Stenprop Trafalgar Limited BVI 07/01/2015 100 100
Acquisition of Trafalgar Court
On 26 March 2015, the Group acquired 100% of the issued share capital of the property owning company, LPE Limited,
which owns the property known as Trafalgar Court. The acquisition was funded from capital raised in the private placement
on 22 March 2015.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table
below:
EUR'000
Investment properties 83,919
Net working capital (371)
Net identifiable assets 83,548
Satisfied by:
Cash 43,460
Bank loan 41,016
Borrowing costs* (563)
83,913
Less: Cash and cash equivalent balances acquired (365)
83,548
* The capitalised borrowing costs which will be expensed over the life of the facility, have been offset against the cost of the investment.
Audited
31 March 31 March
2016 2015
EUR'000 EUR'000
29.Deferred tax
The following are the major deferred tax liabilities and assets recognised by the Group and
movements thereon during the current and prior reporting period.
Opening balance (7,230) ?
Deferred tax recognised on investment properties (2,667) (11,919)
Deferred tax recognised on revaluation of financial liabilities (220) 625
Deferred tax on tax losses 412 4,064
Closing balance (9,705) (7,230)
Deferred tax assets and liabilities are offset where the Group has a legally enforceable
right to do so. The following is the analysis of the deferred tax balances (after offset) for
financial reporting purposes:
Deferred tax liabilities (14,821) (11,943)
Deferred tax assets 5,116 4,713
Closing balance (9,705) (7,230)
Deferred tax opening balance 7,230 ?
Deferred tax liability acquired (note 27) ? 6,533
Exchange movements (191) 570
Deferred tax liability closing balance (9,705) (7,230)
Movement in deferred tax (2,666) (127)
30.Financial risk management
The Group is exposed to a variety of financial risks including market risk, credit risk and liquidity risk. The overall risk
management strategy seeks to minimise the potential adverse effects on the Group's financial performance. Certain risk
exposures are hedged via the use of financial derivatives.
This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies
and processes for measuring and managing these risks, and the Group's management of capital. Further quantitative
disclosures are included throughout these audited financial statements where relevant. The Group's board of directors
has overall responsibility for the establishment and oversight of the Group's risk management framework.
The Board has established a Risk Committee to develop and monitor the Group's risk management policies. The Risk
Committee participates in management's process of formulating and implementing the risk management plan and
reports on the plan adopted by management to the board.
The objective of risk management is to identify, assess, manage and monitor the risks to which the business is exposed,
including, but not limited to, information technology risk. The board will is responsible for ensuring the adoption of
appropriate risk management policies by management. The Group's risk management policies are established to identify
and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to
limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Group's activities.
The Board will also ensure that there are processes in place between itself and management enabling complete, timely,
relevant, accurate and accessible risk disclosure to shareholders.
To enable the Risk Committee to meet its responsibilities, the Risk Committee has adopted a charter which includes
appropriate standards and the implementation of systems of internal control and an effective risk-based internal audit,
comprising policies, procedures, systems and information to assist in:
- safeguarding assets and reducing the risk of loss, error, fraud and other irregularities;
- ensuring the accuracy and completeness of accounting records and reporting;
- preparing timely, reliable financial statements and information in compliance with relevant legislation and generally
accepted accounting policies and practices; and
- increasing the probability of anticipating unpredictable risk.
The Committee oversees how management monitors compliance with the Group's risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to risks faced by the Group.
Credit risk
The Group's principal financial assets are cash and cash equivalents and trade and other receivables. The credit risk arising
from deposits with banks is managed through a policy of utilising banks with acceptable credit ratings.
The credit quality of cash and cash equivalents can be assessed by reference to external credit ratings of the counterparty
where the account or deposit is placed. A summary of the Standard & Poors European financial institutions credit ratings
for the six banks in which 78% of the Group's cash is held are as follows:
31 March 31 March
2016 2015
ABN AMRO Bank NV A A
Barclays Private Clients International Limited A- A
Berliner Sparkasse AA- AA
HSBC Bank plc. AA- AA-
Santander UK plc. A A
UBS AG A A
The directors are satisfied as to the credit worthiness of the banks where the remaining cash is held.
At the time of acquisition of a property, and from time to time thereafter, the Company reviews the quality of the contracted
tenants to ensure that the tenants meet acceptable covenants. Trade receivables are presented in the statement
of financial position net of allowances for doubtful receivables. An allowance for impairment is made where there is an
indefinable loss event, which based on previous experience, may give risk to non recovery of a receivable.
The carrying amount of financial assets represents the maximum credit exposure at the reporting date.
At 31 March 2016, trade and other receivables and cash and cash equivalents amounted to EUR43,178,000 (March 2015:
EUR88,494,000) as shown in the statement of financial position.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash resources, the availability of funding through
appropriate and adequate credit lines and managing the ability of tenants to settle within lease obligations. The Group
ensures, through the forecasting and budgeting of cash requirements, that adequate committed resources are available.
By its nature, the market for investment property is not immediately liquid. As a result of this illiquidity, the Group's ability to
vary its portfolio in a timely fashion and to receive a fair price in response to changes in economic and other conditions may
be limited. Furthermore, where the Group acquires investment properties for which there is not a readily available market,
the Group's ability to deal in any such investment or obtain reliable information about the value of such investment or
risks to which such property investment is exposed may be limited. The Group's short-term liquidity risk is secured by the
existence of cash balances, through the fact that rental income exceeds the Group's cost structures and through ensuring
that facilities are managed within debt covenants.
The following table details the contractual maturity date of the Group's financial liabilities. The table has been drawn up
based on the undiscounted contractual maturities of the financial liabilities, including interest that will accrue to those
liabilities, except where the Group is entitled and intends to repay the liability before its maturity. The discount column
represents the possible future cash flows included in the maturity analysis, such as future interest or potential payments
that have not been included in the carrying amount of the financial liability. The table also includes a reconciliation to the
carrying value in the statement of financial position.
Less One to Three to One to Over
than one three twelve five five
month months months years years Discount Total
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Interest-bearing loans 5,445 ? 183,340 169,708 9,000 ? 367,493
Loan interest 531 2,388 6,636 14,056 203 (23,278) 536
Financial liabilities 199 ? 1,570 3,889 284 ? 5,942
Deferred tax ? ? ? 9,705 ? ? 9,705
Other loans and interest ? ? ? 12 ? ? 12
Other payables ? 2,811 4,641 ? ? ? 7,452
(including tax)
Accruals ? ? 3,332 ? ? ? 3,332
Deferred income ? 5,156 27 ? ? ? 5,183
As at 31 March 2016 6,175 10,355 199,546 197,370 9,487 (23,278) 399,655
Interest-bearing loans ? ? 68,058 288,333 8,540 ? 364,931
Loan interest 510 2,736 8,177 16,217 470 (27,590) 520
Financial liabilities ? ? 1,273 4,971 137 ? 6,381
Deferred tax ? ? ? 7,230 ? ? 7,230
Other loans and interest ? ? ? 23 ? ? 23
Other payables ? 3,122 6,508 ? ? ? 9,630
(including tax)
Accruals 30 302 1,920 ? ? ? 2,252
Deferred income 919 4,835 ? ? ? ? 5,754
As at 31 March 2015 1,459 10,995 85,936 316,774 9,147 (27,590) 396,721
Fair value of financial instruments
The following table summarises the Group's financial assets and liabilities into categories required by IFRS 7 Financial
instruments disclosures. The directors consider that the carrying amounts of financial assets and financial liabilities
recorded at amortised cost in the financial statements approximate their fair values.
Held at
fair value Held at Total carrying
through other fair value Held at amount
comprehensive through profit amortised 31 March
income and loss cost 2016
EUR'000 EUR'000 EUR'000 EUR'000
Financial assets
Cash and cash equivalents ? ? 36,811 36,811
Accounts receivable ? ? 3,509 3,509
Other debtors ? ? 9,338 9,338
? ? 49,658 49,658
Financial liabilities
Loans ? ? 367,493 367,493
Other loans and interest ? ? 12 12
Interest rate swaps ? 5,942 ? 5,942
Accounts payable and accruals ? ? 16,503 16,503
As at 31 March 2016 ? 5,942 384,008 389,950
Held at
fair value Held at Total carrying
through other fair value Held at amount
comprehensive through profit amortised 31 March
income and loss cost 2015
EUR'000 EUR'000 EUR'000 EUR'000
Financial assets
Cash and cash equivalents ? ? 80,430 80,430
Accounts receivable ? ? 2,634 2,634
Other debtors ? ? 3,911 3,911
? ? 86,975 86,975
Financial liabilities
Loans ? ? 364,931 364,931
Other loans and interest ? ? 23 23
Interest rate swaps 519 5,862 ? 6,381
Accounts payable and accruals ? ? 18,156 18,156
As at 31 March 2015 519 5,862 383,110 389,491
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and price risk. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising
returns to shareholders.
Investment in property is subject to varying degrees of risk. The main factors which affect the value of the investment in
property include:
- changes in the general economic climate;
- local conditions in respective markets, such as oversupply, or a reduction in demand, for commercial space in a specific
area;
- competition from other available properties; and
- government regulations, including planning, environmental and tax laws.
Whilst a large number of these factors are outside the control of the management, market and property-specific factors
relevant to maintain a sustainable income stream within the Group's yield parameters are considered as part of the initial
due diligence. Properties and tenant leases are actively managed.
Foreign currency risk
The Group's functional currency is Euros. Foreign currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign currency or exchange rates. At the reporting date, the below table
summarises the Group's exposure to foreign currency risk in respect of assets and liabilites held in GBP (United Kingdom)
and CHF (Switzerland).
31 March 31 March
2016 2015
EUR'000 EUR'000
Assets
GBP 371,938 367,995
CHF 160,313 172,725
Liabilities
GBP 149,120 159,369
CHF 94,894 104,905
Foreign currency sensitivity analysis
The sensitivity analysis measures the impact on the Group's exposure in Euros (based on a change in the reporting date
spot rate) and the impact on the Group's Euro profitability, given a simultaneous change in the foreign currencies to which
the Group is exposed at the reporting date.
A 10% strengthening in the Euro exchange rate against the following currencies at year end would have decreased equity
and profits by the amounts shown below. This analysis assumes that all other variables remain constant. For a 10%
weakening of the Euro, there would be an equal but opposite impact on the profit and equity and the balance would be
positive.
Profit
Equity or loss
EUR'000 EUR'000
GBP impact (22,282) (2,988)
CHF impact (6,542) (51)
(28,824) (3,039)
The following exchange rates against the Euro were applied during the year:
Average
rate for
12 months
to Period end
31 March 31 March
2016 2016
CHF 0.931954 0.914700
GBP 1.365830 1.265300
Interest rate risk
The Group's interest rate risk is associated with cash and cash equivalents, on the one hand, and interest-bearing
borrowings, on the other. If the interest is variable, it presents the Group with a cash flow interest rate risk. Interest rate
risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. As stated in note 26, borrowings from credit institutions are protected against movements in interest rates.
The company uses interest rate swaps to manage its interest rate exposure.
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
recognised Designated at fair value
at fair value Level 1 Level 2 Level 3
EUR'000 EUR'000 EUR'000 EUR'000
31 March 2016
Assets
Investment properties 729,782 ? ? 729,782
Total assets 729,782 ? ? 729,782
Liabilities
Derivative financial liabilities 5,942 ? 5,942 ?
Total liabilities 5,942 ? 5,942 ?
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.
Unobservable inputs
Unobservable inputs for Level 3 investment properties are disclosed in note 17.
Capital risk management
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 25, cash and cash
equivalents and equity attributable to ordinary shareholders of the Company, comprising issued capital, reserves and
retained earnings as disclosed in the statement of changes in equity. Stenprop's average loan to value ratio ("LTV") ratio
at 31 March 2016 was 51.6% (2015: 53.8%), including joint ventures and associates and the Group is not subject to any
external capital requirements. The Group strategy is to maintain a debt to equity ratio and LTV to ensure that property
performance is translated into an enhanced return for shareholders whilst at the same time ensuring that it will be able
to continue as a going concern through changing market conditions. The directors are of the opinion that a 50% LTV in
respect of secured external borrowings is an appropriate target for the Group, given current market conditions.
31.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.
P Arenson and M Fienberg, both directors of the Company, are also directors of Stenham Limited which at 31 March 2016
had an indirect beneficial interest of 4.91% in Stenprop Limited through its wholly-owned subsidiary, Stenham Group
Limited (March 2015: 5.1%).
At 31 March 2016, P Arenson held an indirect 2.58% interest in the share capital of Stenham Limited (March 2015: 4.49%).
His interest in Stenprop Limited is separately disclosed in note 8.
M Yachad is a non-executive director of the Company and an executive director of Peregrine Holdings Limited, which has a
beneficial interest (direct and indirect) of 6.41% in the shares of the Company at 31 March 2016.
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. SP Corporate Services Limited, the director of RAHHL is a wholly-owned subsidiary
of the Group, as are Stenprop Management Limited and Stenprop Advisors Limited which act as Property Manager and
Administrator respectively to RAHHL. The Group earns fees of EUR181,000 per annum for these services.
32.Operating lease commitments
The Group earns rental income by leasing its investment properties to tenants under non-cancellable operating leases.
At the balance sheet date the Group had contracted with tenants for the following future minimum lease payments on its
investment properties:
Audited
31 March 31 March
2016 2015
EUR'000 EUR'000
Within one year 40,673 41,440
Between one and two years 38,922 39,479
Between two and five years 97,993 105,129
After five years 86,690 98,840
264,278 284,888
33. Subsequent events
(i) Declaration of dividend after reporting date
On 8 June 2016, the directors declared a final dividend of 4.70 cents per share, payable in cash on 29 July 2016.
An announcement containing details of the dividend and the timetable will be made separately.
(ii)Share incentive awards
On 8 June 2016, the directors, on the recommendation of the remuneration committee, approved the following
share based awards:
Bonus awards under Deferred
Share Bonus Plan in respect of the
year ended 31 March 2016* Share Purchase Plan^
Number Number
EUR'000 of shares EUR'000 of shares
Executive directors 307 223,294 4,806 3,408,466
Other staff 81 59,250 393 278,725
388 282,544 5,199 3,687,191
* Share options vest in three equal tranches. The first tranche vests on grant. Subsequent tranches will vest at the relevant year-end in
accordance with the rules of the Deferred Share Bonus Plan.
^ Shares will be issued on 9 June 2016
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
received by such employees (or his or her nominee) by virtue of their shareholding, must first be utilised to discharge
any interest outstanding in terms of the loan advanced in terms of the Share Purchase Plan.
(iii) Refinance of Davemount and GGP1 portfolios
On 26 May 2016, Davemount Properties Limited ("Davemount") and GGP1 Limited ("GGP1") refinanced their
loan facilities with Santander. Santander have provided a single facility of GBP12,360,000 for a five year period, split
GBP4,000,000 to Davemount and GBP8,360,000 to GGP1. The all-in rate on this facility is 3.46% which compares to 2.7%
on the current Davemount facility and 3.72% on the GGP1 facility.
(iv) Lease signed at Euston House
In May 2016, a new six year lease was signed at Euston House for 11,787 square feet, representing one floor and
11% of the space. The new tenant will pay an annual rent of just under GBP0.7 million equating to GBP58.50 per square
foot per annum from August 2017 onwards. Prior to that the tenant will pay half rent of GBP0.345 million per annum.
The previous tenant paid GBP27.50 per square foot per annum on unrefurbished space. Stenprop spent approximately
GBP1.4 million on the refurbishment of the space. The building is now fully let.
Property summary
Annual
Asset Gross gross
Asset value as % lettable Occupancy rental WAULT
value of portfolio area (by area) income (by revenue)
(EUR million) (%) m(2) (%)(EUR million) (years)
United Kingdom
Office 354.8 39.8 44,519 97.5 19.4 6.7
Retail 9.7 1.1 7,678 100.0 1.2 4.0
Industrial 8.7 1.0 14,313 100.0 0.7 4.4
Total 373.2 41.9 66,510 98.3 21.3 6.5
Germany
Retail 222.3 24.9 103,063 97.4 15.1 7.4
Office 53.1 6.0 15,120 94.2 2.6 4.4
Nursing Homes 34.2 3.8 19,330 100.0 2.8 14.7
Other 52.5 5.9 1,251 94.2 2.5 4.4
Total 362.1 40.6 138,764 97.4 23.0 7.6
Switzerland
Office 74.6 8.4 23,042 98.1 4.7 5.5
Retail 80.3 9.0 24,548 68.1 3.8 6.5
Other 0.8 0.1 1,209 87.6 0.0 4.9
Total 155.7 17.5 48,799 82.7 8.5 5.9
Total
Office 482.5 54.2 82,681 97.0 26.7 6.3
Retail 312.3 35.0 135,289 92.3 20.1 7.0
Industrial 8.7 1.0 14,313 100.0 0.7 4.4
Nursing Homes 34.2 3.8 19,330 100.0 2.8 14.7
Other 53.3 6.0 2,460 91.0 2.5 4.4
Total 891.0 100.0 254,073 94.8 52.8 6.9
Portfolio analysis
Market Annualised Net initial
Portfolio value gross yield
by market 31 March rental (weighted Voids
Combined value 2016 Area income average) WAULT (by area)
portfolio (%)(EUR million) Properties m(2)(EUR million) (%) (by rental) (%)
United Kingdom 36.1 321.5 13 63,506 19.0 5.32 6.8 1.8
Germany 28.3 252.6 23 92,041 14.5 5.18 6.9 2.8
Switzerland 17.5 155.7 13 48,799 8.5 4.51 5.9 17.3
Total 81.9 729.8 49 204,346 42.0 5.10 6.7 5.9
Share of joint
ventures
and associates 18.1 161.2 6 49,727 10.8 5.65 7.7 2.0
Total 100.0 891.0 55 254,073 52.8 5.20 6.9 5.2
Consolidated portfolio
Market Annualised Net initial
value gross yield
Ownership 31 March rental 31 March Void
Property/ interest 2016 Area income 2016 WAULT (by area)
Company portfolio (%) (EUR million) Properties m(2)(EUR million) (%) (by rental) (%)
United Kingdom
Davemount Properties (BVI) Davemount 100.00 9.7 3 7,678 1.2 11.04 4.0 0.0
Laxton Properties Ltd (BVI) Euston 100.00 96.8 1 10,103 4.1 3.41 5.9 10.8
GGP1 Limited (Guernsey) GGP1 100.00 31.5 7 25,454 2.9 8.55 4.8 0.0
Normanton Properties (BVI) Pilgrim 100.00 104.4 1 9,706 5.5 4.70 5.1 0.0
LPE Limited (Guernsey) Trafalgar 100.00 79.1 1 10,565 5.3 6.50 11.1 0.3
Total United Kingdom 321.5 13 63,506 19.0 5.32 6.8 1.8
Germany
Stenham Gemstone Limited Aldi 100.00 32.5 14 18,843 2.2 5.77 10.9 0.0
Anarosa Holdings N.V (Curacao) BikeMax 100.00 25.1 5 18,007 2.0 6.98 5.5 0.0
KG Bleichenhof GmbH Bleichenhof 94.90 123.7 1 20,067 6.0 4.18 4.4 5.8
Isabel Properties B.V Isabel 100.00 17.2 1 13,365 1.3 6.93 6.5 3.0
Hermann 100.00 22.9 1 8,250 1.3 7.00 4.8 11.0
Victoria 100.00 31.2 1 13,509 1.7 4.75 14.4 0.9
Total Germany 252.6 23 92,041 14.5 5.18 6.9 2.8
Switzerland
Credit Suisse
David Properties S.a.r.l. (Lux) Cham 100.00 13.4 1 5,330 0.8 4.46 5.0 14.9
Bruce Properties S.a.r.l. (Lux) Chiasso 100.00 8.8 1 4,182 0.6 4.65 2.3 0.0
Clint Properties S.a.r.l. (Lux) Interlaken 100.00 6.2 1 1,966 0.4 4.29 12.2 7.8
Algy Properties S.a.r.l. (Lux) Sissach 100.00 4.3 1 1,966 0.2 4.93 4.9 58.3
Total Credit Suisse 32.7 4 13,444 2.0 4.54 5.6 15.6
Polo
Polo Property GmbH (Swiss) Altendorf 100.00 26.7 1 8,199 1.4 4.29 11.4 0.0
Polo Property GmbH (Swiss) Arlesheim 100.00 13.1 1 4,834 1.0 5.08 7.5 0.0
Total Polo 39.8 2 13,033 2.4 4.55 9.8 0.0
Kantone
Kantone Holdings Limited
(Guernsey) Baar 100.00 21.8 1 4,114 1.3 4.56 2.5 4.2
Kantone Holdings Limited
(Guernsey) Granges 100.00 18.0 3 5,261 1.1 4.59 4.3 0.0
Kantone Holdings Limited
(Guernsey) Lugano 100.00 16.9 1 7,036 0.2 4.74 2.8 87.2
Kantone Holdings Limited
(Guernsey) Montreux 100.00 21.2 1 4,362 1.1 4.28 4.6 0.5
Kantone Holdings Limited
(Guernsey) Vevey 100.00 5.3 1 1,549 0.4 3.83 4.6 0.0
Total Kantone 83.2 7 22,322 4.1 4.49 3.8 28.4
Total Switzerland 155.7 13 48,799 8.5 4.51 5.9 17.3
Total wholly-owned portfolio 729.8 49 204,346 42.0 5.10 6.7 5.9
Jointly controlled entities
Market Annualised Net initial
value gross yield
Ownership 31 March rental 31 March Voids
Property/ interest 2016 Area income 2016 WAULT (by area)
Company portfolio (%) (EUR million) Properties m(2)(EUR million) (%) (by rental) (%)
United Kingdom
Argyll 50.0 103.4 1 6,008 4.6 4.15 3.7 0.0
Germany
Elysion S.a.r.l. Carehomes 100.00 34.2 4 19,330 2.8 6.55 14.7 0.0
SESCF Ltd. (Guernsey) Nova 28.42 265.0 1 96,387 19.9 6.27 5.8 3.6
Total Germany 299.2 5 115,717 22.7 6.36 6.9 2.1
Total of jointly-owned
interests 402.6 6 121,725 27.3 5.75 6.4 4.9
Total of jointly-owned
interests (SP share) 161.2 6 49,727 10.8 5.65 7.7 2.0
Analysis of shareholders
Number of Number of
Shareholder spread shareholdings % shares %
1 ? 1,000 shares 282 8.85 140,975 0.05
1,001 ? 10,000 shares 1,370 43.01 5,366,263 1.90
10,001 ? 100,000 shares 1,013 31.81 38,152,782 13.48
100,001 ? 1,000,000 shares 474 14.88 126,849,553 44.83
1,000,001 shares and over 46 1.44 112,475,053 39.75
Total 3,185 100.00 282,984,626 100.00
Number of Number of
Distribution of shareholders shareholdings % shares %
Banks/Brokers 76 2.39 29,478,946 10.42
Close Corporations 27 0.85 884,282 0.31
Control Account 4 0.13 969,080 0.34
Endowment Funds 14 0.44 480,546 0.17
Individuals 1,980 62.17 50,648,856 17.90
Insurance Companies 15 0.47 5,076,849 1.79
Investment Companies 2 0.06 55,563 0.02
Mutual Funds 130 4.08 28,841,063 10.19
Other Corporations 5 0.16 314,281 0.11
Private Companies 232 7.28 67,131,347 23.72
Public Companies 33 1.04 30,898,260 10.92
Retirement Funds 44 1.38 2,752,183 0.97
Trusts 623 19.56 65,453,370 23.13
Total 3,185 100.00 282,984,626 100.00
Number of Number of
Public/non-public shareholders shareholdings % shares %
Non-public shareholders 12 0.38 12,042,846 4.26
Directors and Associates of the Company holdings 12 0.38 12,042,846 4.26
Public shareholders 3,173 99.62 270,941,780 95.74
Total 3,185 100.00 282,984,626 100.00
Major shareholders
As at the financial year end there were 3,185 shareholders in the Company. In terms of the Companies Act 1981 of Bermuda,
there is no requirement for registered shareholders to disclose their beneficial shareholdings and accordingly, the Company
provides disclosure on the shareholdings where this information is provided to the Company. As at 31 March 2016 Peregrine
Holdings Limited held a direct and indirect interest of 6.41% in the issued share capital of the Company. The Company does not
know of any other shareholder which has a beneficial interest of greater than 5% of the Company's issued share capital as at
31 March 2016.
Shareholder diary
Financial year-end 31 March
Integrated Annual Report posted August
Annual general meeting September
Announcement of results
First quarter September
Interim December
Second quarter March
Annual June
Dividends Declared Paid
Interim December January
Final June July
Corporate information
Postal address of the Company
Kingsway House
Havilland Street
St Peter Port, GY1 2QE
Guernsey
South African corporate advisor
Registered office of the Company Java Capital Proprietary Limited
Stenprop Limited (Registration number 2012/089864/07)
(Registration number 47031) 6A Sandown Valley Crescent
20 Reid Street Sandown
3rd Floor, Williams House Sandton, 2196
Hamilton, HM11 South Africa
Bermuda (PO Box 2087, Parklands, 2121)
Company secretary BSX sponsor
Apex Corporate Services Ltd. Estera Securities (Bermuda) Ltd.
(Registration number 33832) (Registration number 25105)
3rd Floor, Williams House Canon's Court
20 Reid Street 22 Victoria Street
Hamilton HM11, Bermuda Hamilton, HM12, Bermuda
(PO Box 2460 HM JX, Bermuda) (Postal address the same as the physical address above)
JSE sponsor Bermudian registrars
Java Capital Computershare Investor Services (Bermuda) Limited
6A Sandown Valley Crescent (Company number 41776)
Sandown Corner House
Sandton, 2196 20 Parliament Street
South Africa Hamilton, HM12
(PO Box 2087, Parklands, 2121) Bermuda
SA transfer secretaries Correspondence address
Computershare Investor Services (Proprietary) Limited 2nd Floor, Queensway House
(Registration number 2004/003647/07) Hilgrove Street
70 Marshall Street St. Helier
Johannesburg, 2001 Jersey JE1 1ES Channel Islands
South Africa
Auditors
Correspondence address Deloitte LLP
PO Box 61763 Regency Court
Marshalltown, 2107 Glategny Esplanade
South Africa St Peter Port, GY1 3HW, Guernsey
Channel Islands
Legal advisors
Berwin Leighton Paisner LLP
Adelaide House
London Bridge
London, EC4R 9HA
United Kingdom
www.stenprop.com
