PUTPROP LIMITED: INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA (REGISTRATION NUMBER 1988/001085/06) SHARE CODE: PPR | ISIN: ZAE000072310 ("PUTPROP" OR "THE COMPANY" OR "THE GROUP") REVIEWED CONDENSED CONSOLIDATED RESULTS FOR THE YEAR ENDED 30 JUNE 2018 Condensed consolidated statement of financial position as at 30 June 2018 Reviewed Audited 2018 2017 R’000 R’000 ASSETS Non-current assets Net investment property 573 865 571 941 Gross investment property 592 900 582 758 Straight-line rental income adjustment (19 035) (10 817) Other non-current assets Straight-line rental income asset 18 355 9 355 Furniture, fittings computer equipment and motor vehicles 43 80 Investment in associates 121 697 117 244 Loan to associate 5 458 1 616 Cumulative redeemable preference shares in associate 35 273 32 783 754 691 733 019 Current assets Straight-line rental income asset 680 1 462 Trade and other receivables 6 476 6 137 Current taxation receivable 911 811 Cash and cash equivalents 3 478 25 490 11 545 33 900 Total assets 766 236 766 919 Equity and liabilities Equity attributable to owners of the parent Stated capital 101 969 101 969 Accumulated profit 461 199 460 051 Total Equity 563 168 562 020 Non-current liabilities Deferred taxation 46 232 42 434 Loan liabilities 144 395 146 711 190 627 189 145 Current liabilities Loan Liabilities 5 697 2 909 Trade and other payables 6 744 12 845 12 441 15 754 Total equity and liabilities 766 236 766 919 Condensed consolidated statements of comprehensive income for the year ended 30 June 2018 Reviewed Audited 2018 2017 R’000 R’000 Property rental revenue 62 411 57 281 Operating cost recoveries 10 560 16 584 Gross property revenue 72 971 73 865 Property expenses (19 966) (20 074) Net profit from property operations 53 005 53 791 Corporate administration expenses (8 852) (7 187) Investment and other income 4 311 3 788 Share of associates’ (losses)/profits (18 657) 3 049 Operating profit before finance costs 29 807 53 441 Finance costs (15 135) (9 448) Profit before fair value adjustments 14 672 43 993 Fair value adjustments 1 319 9 104 Profit before taxation 15 992 53 097 Taxation (9 036) (13 790) Profit and total comprehensive income for the year 6 956 39 307 Attributable to owners of parent 6 956 39 307 Earnings and diluted earnings per share (cents) 15.57 87.99 Condensed consolidated statements of changes in equity for the year ended 30 June 2018 Stated capital Accumulated profit Total R’000 R’000 R’000 GROUP Audited balance at 1 July 2016 101 969 426 551 528 520 Profit and total comprehensive income for the year - 39 307 39 307 Dividends paid - (5 807) (5 807) Audited balance at 30 June 2017 101 969 460 051 562 020 Profit and total comprehensive income for the year - 6 956 6 956 Dividends paid - (5 807) (5 807) Reviewed balance at 30 June 2018 101 969 461 199 563 168 Condensed consolidated statements of cash ?ows for the year ended 30 June 2018 Reviewed Audited 2018 2017 R’000 R’000 Cash flow generated from/(utilised in) operating activit 7 571 (19 291) Net cash generated from operations 29 772 53 018 Finance costs (15 135) (9 448) Investment income 4 079 3 475 Taxation paid (5 338) (20 529) Dividends paid (5 807) (45 807) Cash flow (utilised in) investing activities (30 055) (147 202) Additions and improvements to investment property (2 255) (108 766) Proceeds on sale of investment properties 1 650 - Additions to investment in associates (25 608) (36 797) Loan advanced to associates (3 842) (1 616) Acquisition of furniture, fittings computer equipment and motor vehicles - (23) Cash flow from financing activities 472 38 375 Additions to the investment in subsidiary paid to minority shareholders - (5 942) Cash paid to assume the loans of minority shareholders in the subsidiary - (16 375) Payments made on borrowings (4 028) (4 155) Proceeds received on borrowings 4 500 64 847 Net decrease in cash and cash equivalents (22 012) (128 118) Cash and cash equivalents at beginning of year 25 490 153 608 Cash and cash equivalents at end of year 3 478 25 490 Segmental Analysis for the year ended 30 June 2018 Reviewed Segment information 30 June 2018 Retail Commercial Industrial Corporate Total R’000 R’000 R’000 R’000 R’000 Segment revenue Contractual rental income and recoveries 27 401 18 045 27 526 - 72 971 Total revenue 27 401 18 045 27 526 - 72 971 Share of associates losses (3 980) (14 677) - - (18 657) Segment result Operating profit/(loss) 22 762 14 362 16 851 (9 822) 44 153 Finance Costs (8 260) (6 606) - (269) (15 135) Investment and other income received 4 048 - - 263 4 311 Fair value adjustments to investment properties 2 929 7 407 (800) - 9 536 Straight line rental adjustment (4 258) (3 660) (300) - (8 217) Net profit/(loss) before tax 13 243 (3 174) 15 751 (9 828) 15 991 Other information Property assets 233 700 127 800 231 400 - 592 900 Investment in associates 28 259 93 439 - - 121 697 Loan to associate - 5 458 - - 5 458 Cumulative redeemable preference shares in associate 35 273 - - - 35 273 Current taxation receivable - - - 911 911 Trade and other receivables 180 463 4 608 1 225 6 476 Cash and cash equivalents - - - 3 478 3 478 Segment assets 297 412 227 160 236 008 5 614 766 193 Loan Liabilities 89 888 60 204 - - 150 092 Trade and other payables 1 502 - 199 5 051 6 752 Segment liabilites 91 390 60 204 199 5 051 156 844 One of the Groups tenants, Larimar Limited contributes approximately 38% (2017: 48%) of the total revenue received. This revenue falls within the industrial segment. Segmental Analysis for the year ended 30 June 2017 Audited Segment information 30 June 2018 Retail Commercial Industrial Corporate Total R’000 R’000 R’000 R’000 R’000 SEGMENTAL INFORMATION 30 JUNE 2017 Segment revenue Contractual rental income and recoveries 29 403 5 696 38 765 - 73 865 Total revenue 29 403 5 696 38 765 - 73 865 Share of associates profits/(losses) 4 978 (1 929) - - 3 049 Segmental result Operating profit/(loss) 20 142 4 625 29 619 (7 783) 46 603 Finance costs (8 734) (648) - (66) (9 448) Investment and other income received - - - 3 788 3 788 Fair value adjustments to investment properties 5 133 6 272 2 710 - 14 115 Straight line rental adjustment (1 886) (742) (2 382) - (5 010) Net profit/(loss) before tax 19 633 7 578 29 947 (4 061) 53 097 Other information Property assets 210 357 29 472 234 164 - 473 993 Property assets - additions 15 237 93 528 - - 108 765 Investment in associates 31 139 86 105 - - 117 244 Loan to associate - 1 616 - - 1 616 Cumulative redeemable preference shares in associate 32 784 - - - 32 784 Trade and other receivables 1 592 154 2 607 1 785 6 138 Cash and cash equivalents - - - 25 490 25 490 Segment assets 291 109 210 875 236 771 27 275 766 030 Loan liabilities 88 998 60 622 - - 149 620 Trade and other payables 740 - 816 11 289 12 845 Segment liabilities 89 738 60 622 816 11 289 162 465 One of the Groups tenants, Larimar Limited contributes approximately 38% (2017: 48%) of the total revenue received. This revenue falls within the industrial segment. Related Party Transactions for the year ended 30 June 2018 The following are considered related party transactions, all of which have been conducted at arms length: Related Parties Transactions 2018 2017 Trade Receivables Larimar Limited 2 504 791 Trade payables Larimar Limited (31) - Lease rentals received Larimar Limited 20 313 27 013 Operating lease recoveries Larimar Limited 1 897 6 092 Rental expense - Premises Stephen Hill Mansions 241 241 Insurance expense Carleo Enterprises 595 560 Amounts outstanding between related parties are unsecured, bear no interest and have no fixed terms of repayment. Larimar Limited is a fellow subsidiary of Carleo Enterprises Proprietary Limited, Putprop’s Holding Company. COMMENTARY "Putprop has changed also over the past 30 years from "a company that owned bus depots in Gauteng" to a Group with interests in all segments of the property sector, spread over several provinces." INTRODUCTION On behalf of the board of directors of the company ("the Board") we are pleased to report to our shareholders and other stakeholders on the 30TH annual financial results of the Group for the year ended 30 June 2018. This year marks a special milestone in our reporting to our shareholders, with the Group celebrating 30 years of being listed on the JSE. On July 4 1988 Putprop was listed on the JSE with a 100% industrial segment profile. A few facts from our first published annual financial report to shareholders: * Turnover of R5 million; * Earnings per share of 9 cents; * Property portfolio valued at R101 million; * First dividend of 3 cents per share; * Annual report consisted of 12 pages - our current report has over 145 pages A lot has changed since those first days in 1988 both in terms of the Group and South Africa. The world and South Africa over the past 30 years have seen the invention and wide use of: * DNA profiling; * Search engines such as Google; * E-mail communication; * Personal computers; * Instant messaging by SMS or WhatsApp; * Social Network Services such as Facebook and Twitter; * Smart phones; * LED lights and TVs; and * Broadband internet allowing access to the World Wide Web. The list goes on. In South Africa, the country became a democracy for all of its people in April 1994. Putprop has also changed over the past 30 years from "a company that owned bus depots in Gauteng" to a Group with interests in all segments of the property sector, spread over several provinces. The property sector too has grown from a 2-3 billion rands to a mega industry approaching one trillion rands. Putprop has delivered steadily over the past three decades in terms of returns, sustainable profitability and distributions. Our approach has always been one of conservative growth with the primary objective of building a quality property portfolio evenly spread over all three operating segments, with strong contractual cash ?ows and capital appreciation. Our dividend distribution policy, with our 30TH consecutive pay-out, continues to provide consistency and certainty to our shareholders as well as reward them for the trust and confidence they have given to the Group over the past 30 years. OPERATING ENVIRONMENT 2018 again re?ected a continuation of the volatile markets of the previous year, with stagnant economic growth in the developed economies and reduced growth in emerging markets. The property market in general traded under very tough conditions. South Africa again struggled to achieve any meaningful impact with a growth of 1.0% to 1.8% forecast for 2018/2019. The United Kingdom’s exit from the European Union continues to play out, with unknown consequences. A potential trade war between the world’s two largest economies, the United States and China will, if realised, have a huge impact on all countries, South Africa included. Interest rate hikes in the United States will result in a period of ?ux and uncertainty in all of the markets. The property sector will be no exception. The South African environment remains challenging with a weakening economy, high political volatility and a fast depreciating currency. The "political spring" experienced with the change in the ANC president and subsequently the country’s leadership seems to have dissipated as the reality of the challenges that face the country come to be understood. The rand continues to be a state of freefall as a result of many factors least of which is the new ANC policy of possible land distribution without compensation. Before investor confidence both locally and internationally is restored this issue will have to have clarity. The sovereign credit down grade appears to be stable with no movement expected in the next reporting period. All of these factors combined with high youth unemployment continue to diminish both business and consumer confidence. Following on, the local property sectors operating environment remains difficult to do business in, with new market forces and variables evident in the trading year. Listed property has delivered its worst performance in a decade and fund managers do not expect the sector, which has been a reliable investment for several years, to gain much momentum before 2019. The FTSE-JSE South African Listed Property Index (Sapy) has suffered a negative total return of 18.1% so far in 2018, according to Anchor Stockbrokers. This was according to research up to the end of June 2018. Total returns include capital appreciation and dividend growth. So far in 2018 equities have lost 0.8% and bonds and cash have returned 2.4% and 3.2%, respectively. South African listed property has also performed worse than all other major listed property markets in the world. Operating conditions remained difficult with rising vacancies, longer collection times and a deterioration of rental escalations on new leases and renewals. Competition for stable, low risk tenants remains fierce, with resultant downward pressure on both new rentals and renewals. High value tenants are in an enviable position when both contracting for new leases or when renewing existing contacts with in some cases extended payment holidays or large discounts to current market rates being offered to secure or retain such tenants. With Eskom’s continued above inflation tariff increases and tenants in the majority of our leases, no longer contributing to fixed municipal costs (rates), downward pressure on profitability is inevitable. Our vacancy profile remains the greatest challenge facing the Group at present. Demand from new tenants has been dramatically reduced in all segments we operate in but predominantly in the industrial sector. It appears that the major operators and franchisees in the retail sector have also adopted a consolidation and wait and see view and curtailed new expansions. The industrial sector also remains static with companies downsizing rather than expanding. The Group has been unsuccessful in controlling its vacancies in this review period, with a large increase evident. A number of these vacancies have been previously identified as non-core assets and remain as properties for disposal. The Group has managed to sell certain of these vacant properties after this reporting period. BASIS OF PREPARATION The reviewed condensed consolidated results for the year ended 30 June 2018 have been prepared in accordance with the framework concepts and the measurement and recognition requirements of the International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee. The report contains the information required by International Accounting Standards (IAS) 34: Interim Financial Reporting , and, are in compliance with the Listings Requirements of the JSE Limited and the Companies Act. (Act 71 of 2008). The accounting policies as well as the methods of computation used in the preparation of the results for the year ended 30 June 2018 are in terms of IFRS and are consistent with those applied in the audited annual financial statements for the year ended 30 June 2017. There is no significant difference between the carrying amounts of financial assets and liabilities and their fair value. The results are presented in Rand, which is Putprop Limited’s reporting currency. The Group’s directors are responsible for the preparation and fair presentation of the reviewed condensed consolidated results and the financial information has been correctly extracted from the underlying Annual Financial Statements. These results have been prepared by the Group Financial Director, Mr JE Smith; B.Acc, B.Sc., CIEA, IMM AUDITORS REVIEW The results have been reviewed by the Group’s auditors, Mazars. Their unqualified review opinion is available for inspection at the Company’s registered office. Their review was conducted in accordance with ISRE 2410 "Review of interim financial information performed by the independent auditor of the entity." The auditor’s report does not necessarily report on all of the information contained in this announcement/financial results. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor’s engagement they should obtain a copy of the auditor’s report together with the accompanying financial information from the issuers registered office. HEADLINE EARNINGS PER SHARE Group Group Group Group 2018 2018 2017 2017 R’000 Cents R’000 Cents per share per share RECONCILIATION OF GROUP NET PROFIT TO HEADLINE EARNINGS Earnings per share 6 956 15.57 39 307 87.99 Adjusted for: Net change in fair value of investment property (1 319) (2.95) (14 115) (31.59) Tax effects of fair value adjustments to property 296 0.662 3 162 7.07 Equity accounting earnings of associates 26 230 58.72 (4 352) (9.74) Tax effect of equity accounting (5 875) (13.15) 975 2.18 Capital gain on disposal of investment property 307 0.69 - - Headline earnings and diluted earnings 26 594 59.53 24 977 55.91 Weighted average number of shares 44 672 279 (2017: 44 672 279) RESULTS The year under review was challenging for Putprop on many levels. Gross Property revenue was flat, expenses up, profit before taxation down and our vacancy profile deteriorated significantly. In addition, the Group accounted for a full year of interest costs on all of its financed properties resulting in a substantial increase in finance charges over 2018. The review period re?ects a decrease of 44.3% (2017: increase of 31.5%) on Putprop’s profit before taxation, fair value adjustments and finance costs. Headline earnings at 59.53 cents per share (2017: 55.9 cents per share) were up 6.5%. Group net profit after taxation was down by 82.3% to R6.9 million (2017: R39.3 million). The share of associated losses from our investment in these companies was substantial at R18.7 million (2017: R3.1 million profit). This loss arose due to certain once off expenses in Pilot Peridot as well as a revaluation downwards of certain of the associates property assets. This impacted on the Group’s results for the current year. Management believes this to be a temporary aberration, and going forward profits should recover. The accounting treatment for the investment in Pilot Peridot is currently under review and may be subject to change. The directors will keep all stakeholders informed. The straight-line rental income adjustment and asset increased significantly due to long term lease rentals in the subsidiary and joint operations taking effect and the Parktown lease being in effect for a full 12 months in Putprop Limited. Cash decreased due to the additional investment made in Pilot Peridot and Belle Isle. Operating cost recoveries decreased as a result of credit recoveries from various municipalities due to previous period over charges. Corporate administration charges were up due to higher spend on social responsibility projects and rental costs. Fair value adjustments decreased due to the combined effect of a more conservative portfolio valuation as well as the income of the straight line rental adjustment. The directors have decided to declare a final dividend of 7 cents per share payable after 30 June 2018. The total declared dividend for the year is 13 cents per share (2017: 13 cents). PROPERTY PORTFOLIO At 30 June 2018, our property portfolio consisted of 16 (2017: 17) properties, situated primarily in the Johannesburg and Pretoria metropolitan areas of Gauteng valued at R592.9 million (2017: R582.8 million). The performance of the investment property portfolio was strong with average annual property yields of over 9% (2017: 9%). The portfolio has a total gross lettable area of 79 702m2 (2017: 82 890 m2). The Group added to its holdings in two of its associated companies. An additional investment of R13.3 million (2017: R24.9 million) was made in Pilot Peridot One Proprietary Limited and R3.6 million (2017: R20 million) in Belle Isle Investments Proprietary Limited. Both, of these spends were made to enhance the Group’s equity position in each company. The Board in its annual strategy meeting agreed on a view of consolidation and rationalisation for the 2018 year. However, its long-term objective of diversifying its property portfolio further into commercial and retail properties and also of reducing the risk of its dependence on its major tenant, Larimar Limited remains in place. As a consequence, during this review period, the Group did not make any acquisitions. Improvements to certain properties were made. BOARD CHANGES Mr Paul Nucci resigned from the Board on 18 May 2018 to pursue other business interests. The Board thanks Mr Nucci for his contributions to the Group and wishes him well in his future endevours. No other changes occurred in this review period. The SENS announcement was released on 7 June 2018, advised shareholders that Mrs Anna Novello, Mrs Rene Styber and Mr Gerrit van Heerden have been appointed to the Board with effect from 1 July 2018. It is felt that this new enlarged Board will add knowledge, skills, diversity and experience to the Group. The Board will continue to place emphasis on corporate governance, sustainability and transparency. Our Board committees continue to be active and effective. DIRECTORS D. Torricelli (Chair), B. C. Carleo (CEO), J. E. Smith (CFO), A. Novello , R. Styber*, H. Hartley*, G. Van Heerden* *Independent Non-executive. FINAL DIVIDEND DECLARATION OF FINAL DIVIDEND NO 58 The Board is pleased to announce the declaration of a dividend of 7 cents per ordinary share in respect of the year ended 30 June 2018 (2017: 7 cents), thus bringing the total dividend payable for the year to 13 cents (2017: 13 cents). Additional information: This is a dividend as defined in the Income Tax Act, 1962, and is payable from income reserves. The dividend withholding tax ("DWT") rate is 20%. The net amount payable to shareholders who are not exempt from DWT is 5.60 cents per share, while the gross amount is 7 cents per share to those shareholders who are exempt from DWT. There are 44 672 279 (2017: 44 672 279) ordinary shares in issue; the total dividend amount payable is R3 127 059 (2017: R3 127 059). Putprop’s tax reference number is 9100097717, and its company registration number is 1988/001085/06 The salient dates are as follows: Declaration date Thursday, 6 September 2018 Last date to trade to participate Tuesday, 25 September 2018 Trading commences ex dividend Wednesday, 26 September 2018 Record date Friday, 28 September 2018 Date of payment Monday, 1 October 2018 Share certificates may not be dematerialised or rematerialised between Wednesday, 26 September 2018 and Friday, 28 September 2018, both days inclusive. EVENTS AFTER THE REPORTING DATE Three of the Group’s non-core portfolio properties, Grand Central, Midrand and Lea Glen 2 and 3 have been sold after 30 June 2018. As announced on SENS on 29 June 2018, the Group has agreed to repurchase 775 000 of its shares at an offer price of 490 cents per share from Allan Gray Proprietary Limited, in its capapcity as the duly authorised agent of its clients for a total consideration of R3 797 500 ("Specific Repurchase"). This Specific Repurchase represents 1.73% of Putprop’s current shares in issue and is subject to the approval of shareholders at a General Meeting to be held on 12 September 2018. Application will be made to the JSE for the delisting of the shares once the Specific Repurchase has been affected. There are no other significant subsequent events arising between this reporting date and its release to stakeholders. PROSPECTS Available cash resources together with controlled gearing may still be utilised to acquire suitable rental generating properties if exceptional opportunities present themselves. One of the Group’s main strategies that of further diversification of its rental stream base in order to reduce risk from a limited number of tenants remains intact. In this review period the Group reduced its dependence on Larimar Limited from 48% to 38%, a pleasing result. Looking ahead, we believe property fundamentals will be under pressure for the foreseeable future. Growth, if any, in gross domestic product is forecast by most economists to be in the region of 1.5% for the 2019 year. Trading conditions in the year ahead are expected to remain challenging with growth in the property sector around 5% to 6%. Going forward it is the Group’s intention to continue to uphold its policy of strong tenant retention and focus on cost controls, whilst maintaining the value of its existing portfolio through aggressive maintenance and renovation policies. We will strive to establish and build sustainable partnerships and joint ventures with organisations of a similar philosophy. The Group continues to be in discussions with several parties to investigate the possibility of developing certain of our geographically well-positioned rural properties into large retail outlets or residential areas, with a view to unlocking greater value for shareholders. Substantial progress has been made in this endeavour. Rezoning should be finalised within 6 months. A decision as to the feasibility of progressing with these projects is expected in the 2019 year. Suitable partners have also been identified and any project approved by the Board will be on a joint operations basis. On behalf of the Board BC Carleo JE Smith Chief Executive Officer Chief Financial Officer 5 September 2018 Corporate Information Registration Number: 1988/001085/06 DIRECTORS Daniele Torricelli (c,d,e,g,h,j) Chairman Hayden Hartley (b,c,d,e,g,j,k) Bruno Carleo (a,g,j) Chief Executive Officer James Smith (a,g,j) Chief Financial Officer Anna Carleo-Novello (a) René Styber (c,e,f,d,j) Gerrit van Heerden (c,e,f,d,j) A. Executive B. Chairman Audit and Risk Committee C. Independent non-executive D. Member of Audit and Risk Committee E. Member of the Remuneration, Nomination and Human Resources Committee F. Chairman Social and Ethics Committee G. Member Social and Ethics Committee H. Chairman, Nomination Committee I. Chairman of Remuneration and Human Resources Committee J. Member Investment Committee K. Chairman, Investment Committee COMPANY SECRETARY TRANSFER SECRETARIES Acorim Proprietary Limited Computershare Investor Services Proprietary Limited 2nd Floor, North Block 15 Biermann Avenue Hyde Park Office Tower Rosebank Corner 6th Road and Jan Smuts Avenue Johannesburg Hyde Park 2196 2196 AUDITORS LEGAL ADVISORS Mazars Werksmans 54 Glenhove Road 155 5th Street Melrose Estate 2196 Sandown Johannesburg P O Box 10015 Sandton 2196 PRINCIPAL BANKERS INVESTOR RELATIONS AND REGISTERED OFFICE Absa Bank Limited James Smith 160 Main Street 91 Protea Road Johannesburg 2000 Chislehurston Sandton 2196 +27 11 883 8650 james@putprop.co.za SPONSORS LISTING INFORMATION Merchantec Capital Putprop Limited was listed on the JSE Limited on 4 July 1988 2nd Floor, North Block JSE code: PPR Hyde Park Office Tower Sector: Financial - Real Estate Corner 6th Road and Jan Smuts Avenue Hyde Park 2196 Johannesburg 6 September 2018 Date: 06/09/2018 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.