Resilient Property Income Fund Limited
Incorporated in the Republic of South Africa Reg no 2002/016851/06
(“Resilient” or ...
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Resilient Property Income Fund Limited HY to 31 Dec 2013 results

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Resilient Property Income Fund Limited FY 2013 results

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Resilient Property Income Fund Limited HY to 31 Dec 2013 results

  1. 1. Resilient Property Income Fund Limited Incorporated in the Republic of South Africa Reg no 2002/016851/06 (“Resilient” or “the group”) (Approved as a REIT by the JSE) JSE share code RES ISIN ZAE000043642 condensed reviewed consolidated interim financial statements for the six months ended 31 December 2013 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Directors’ commentary 1 NATURE OF THE BUSINESS As a result of the additional interest in The Galleria and Arbour Crossing, vacancies increased from 1,8% at June 2013 to 2,7% at December 2013. The vacancy at The Galleria reduced from 13,3% at June 2013 to 11,8% at December 2013 with the introduction of Cotton On and Typo. Resilient’s target is to reduce the vacancy to 5% by June 2014. 2 DISTRIBUTABLE EARNINGS AND COMMENTARY ON RESULTS 10 FACILITIES AND INTEREST RATE DERIVATIVES Resilient benefited from the strong performance of both its property portfolio and listed holdings. Offshore holdings, where dividends are received in Euro and US Dollar, again benefited from a decline in the Rand exchange rate. Resilient declared a distribution of 159,59 cents per linked unit for the interim period ended December 2013, an increase of 18,3% over the previous comparable six month period. A 5-year loan of R825 million was accepted from RMB. Resilient’s DMTN programme was increased from R3 billion to R4 billion and the board’s intention remains to finance 50% of Resilient’s borrowings on an unsecured basis. In line with the board’s strategy, the interest-bearing debt to asset ratio increased from 26,5% at June 2013 to 34,0% at December 2013. Reviewed Dec 2013 R'000 Audited Jun 2013 R'000 Audited Dec 2012 R'000 ASSETS Non-current assets Investment property Straight-lining of rental revenue adjustment Investment property under development Investment in associate company Investments Intangible asset Resilient Unit Purchase Trust loans Loans to employees to acquire Capital units Loans to BEE partners Loans to development partners 21 133 781 11 292 723 201 157 1 773 614 1 461 894 4 520 634 26 422 667 509 222 788 781 944 185 096 16 851 786 9 754 842 172 337 1 209 139 – 4 411 414 26 422 494 146 144 661 448 765 190 060 15 810 690 9 896 272 173 474 824 660 – 3 719 975 26 422 374 587 245 897 415 947 133 456 Current assets Investment property held for sale Straight-lining of rental revenue adjustment Loans to development partners Trade and other receivables Cash and cash equivalents 367 381 – – 37 683 326 899 2 799 1 235 736 1 029 467 12 524 24 867 167 281 1 597 87 840 – – 4 302 82 412 1 126 Total assets 21 501 162 EQUITY AND LIABILITIES Total equity attributable to equity holders 11 603 926 Share capital 2 933 Share premium 3 209 930 Non-distributable reserves 8 391 063 Retained earnings – 18 087 522 15 898 530 10 698 505 2 895 3 031 257 7 664 353 – 8 006 714 2 749 2 712 168 5 291 797 – 9 Vacancies Resilient is an internally asset managed property company listed on the JSE Limited. Its strategy is to invest in dominant regional retail centres with a minimum of three anchor tenants and let predominantly to national retailers. It further invests in offshore property related assets. Turnover rental of R21,2 million was received against a budget of R12,8 million supporting management’s view that rentals in the property portfolio, on average, are below market. Historically, over 90% of turnover rentals are received during the July to December period. Resilient’s comparable retail sales for the period July to December grew by 8,1% which compare favourably with national retail sales growth. The sales growth per province is set out below: North West Eastern Cape KwaZulu-Natal Limpopo Gauteng Mpumalanga Northern Cape (0,1%) 2,8% 4,1% 8,4% 8,9% 12,6% 18,9% The performance of North West province reflects the current challenges of gold and platinum mining. The Eastern Cape continues to be negatively affected by the major redevelopment and extension of Circus Triangle Mthatha. KwaZulu-Natal was positively impacted by a strong performance at The Galleria but negatively impacted by Murchison Mall which is also undergoing extensive redevelopment and refurbishment. Sales at The Galleria increased by 10,4% but the effect on Resilient’s figures was minimal as only a 10% holding was taken into account for comparative purposes. Northern Cape continues to benefit from past extensions and improvement to the tenant profile at Village Mall Kathu. 3 PROPERTY ACQUISITIONS Resilient increased its stake in The Galleria and Arbour Crossing from 10% to 75% at a cost of R1 391 million and a yield of 8% effective from 17 October 2013. At 30 June 2013 The Galleria (an 88 443m2 GLA mall) and Arbour Crossing (a 39 786m2 GLA value centre) had vacancies of 13,3% and 8,7% respectively. Both properties require additional capital expenditure and management time to improve the vacancies and tenant offering. A number of new developments (including a 16 000m2 Makro) have been constructed in the node which now has the necessary mass to compete effectively. 4 PROPERTY DEVELOPMENTS Secunda Mall The mall opened on schedule in October 2013 and achieved its budgeted yield of 9%. Retailers reported trading figures well ahead of their projections. The mall has a GLA of 56 800m2 and is anchored by Checkers Hypermarket, Edgars, Game, Pick n Pay and Woolworths and includes all major national clothing retailers. Resilient has a 40% interest in this mall with Sasol Pension Fund and local consortiums owning 40% and 20% respectively. Soshanguve Crossing This 34 000m GLA mall will be anchored by Game, Edgars, Shoprite and Spar. Resilient has a 55% interest in this development which is budgeted to achieve a yield of 8% on Resilient’s cost of R259 million. Following labour unrest at the construction company, opening of the mall has been delayed by a month to May 2014. 2 5 PROPERTY EXTENSIONS Circus Triangle Mthatha The second and third phase extensions to this mall to accommodate Edgars and Game and the expansion of Foschini, Shoprite, Truworths and Woolworths are on schedule for completion in October 2014 at a cost of R170 million. The extensions are projected to achieve an 8% return. The Grove The 11 600m2 GLA extension to The Grove to accommodate Ster Kinekor (eight screens), an ice rink and a family entertainment centre has opened and yields 6%. Although some new tenants will only commence trading in February 2014, the footcount has increased by over 20% which bodes well for the future. An additional 10 000m2 of retail rights were approved by the authorities in December 2013. Jabulani Mall The 2 350m2 GLA extension to Jabulani Mall to accommodate Food Lovers Market and Shoprite Liquor opened in November 2013 and the projected yield of 11% was achieved. Northam Plaza The 8 100m GLA extension to Northam Plaza to accommodate Game opened on schedule and within budget at a yield of 8% in October 2013. 2 Rivonia Village The 2 200m2 GLA extension to accommodate Checkers and Checkers Liquor opened in November 2013. Excluding the income from an additional 64 parking bays, the yield was 7%. Village Mall Kathu The 7 300m2 GLA extension to accommodate Game and additional national retailers opened in September 2013 within budget at the forecast yield of 8%. The board is evaluating five major tenant-driven extensions. At the same time the extensions will focus on improving the entertainment offerings. 6 PROPERTY DISPOSALS The properties sold to Fortress for R1 042 million, as announced on SENS on 22 March 2013, have transferred. The transaction had an effective date of 1 July 2013. 7 RESILIENT AFRICA The board has agreed to increase its capital commitment to this joint venture for the development of properties in Nigeria to R1 billion. Resilient has a 50,98% interest in Resilient Africa with Standard Bank and Shoprite Checkers as its joint venture partners. In addition to the 12 819m2 GLA Delta Mall under construction in Warri, Delta State, construction has commenced on a 12 291m2 GLA mall in Owerri, Imo State. Negotiations are at various stages on an additional six sites with the target of commencing construction on a further two developments by December 2014. 8 LISTED PORTFOLIO Counter Capital (CPL) Fortress A (FFA) Fortress B (FFB) Nepi (NEP) Rockcastle (ROC) Dec 2013 Number of Fair value units/shares (R’000) 139 350 000 1 484 077 15 123 259 222 311 88 469 463 809 496 24 750 000 2 004 750 4 520 634 106 238 060 1 487 333^ 6 007 967 Jun 2013 Number of Fair value units/shares (R’000) 153 850 000 1 636 964 – – 63 000 000 535 500 21 220 000 1 421 527 3 593 991 60 775 000 817 423 4 411 414 ^Rockcastle was treated as an associate (equity accounted) and was thus not fair valued in the financial statements at 31 December 2013. As announced by way of SENS published on 5 April 2013, the board has in principle agreed to the disposal of Capital’s manager, Property Fund Managers (“PFM”), to Capital. The board of PFM considers it optimal to implement the conversion of Capital to a corporate REIT simultaneously with the internalisation of PFM. This transaction is subject to various regulatory and unitholder approvals. The timing of this process is currently uncertain and unitholders will be kept updated by SENS announcements. 011 888 5511 visual IGNITION 3796 Facility expiry Jun 2014 Jun 2015 Jun 2016 Jun 2017 Jun 2018 Jun 2019 Jun 2020 Amount R’million 708 650 275 2 676 1 284 2 137 253 7 983 Average margin over Jibar 0,61% 1,15% 1,26% 1,61% 1,64% 1,57% 1,53% 1,46% Interest rate swaps expiry Jun 2015 Jun 2016 Jun 2017 Jun 2018 Jun 2019 Jun 2020 Jun 2021 Jun 2022 Amount R’million 450 450 700 900 900 880 320 200 4 800 Average swap rate 6,92% 7,73% 7,67% 7,52% 7,21% 6,31% 7,36% 8,09% 7,24% Total liabilities 9 897 236 7 389 017 7 891 816 Non-current liabilities Linked debentures Interest-bearing borrowings BEE instrument Deferred tax 7 759 595 1 408 028 5 938 121 – 413 446 5 727 403 1 389 812 3 787 026 – 550 565 5 677 981 1 319 680 2 954 973 337 640 1 065 688 Current liabilities Trade and other payables Linked debenture interest payable Income tax payable Interest-bearing borrowings 2 137 641 295 241 468 140 1 392 1 372 868 1 661 614 261 481 394 446 1 007 1 004 680 2 213 835 359 021 370 967 1 318 1 482 529 21 501 162 18 087 522 15 898 530 Total equity and liabilities Amount R’million 400 200 300 300 1 200 Interest rate caps expiry Jun 2018 Jun 2019 Jun 2020 Jun 2021 Average cap rate 5,90% 7,38% 7,54% 7,92% 7,06% Amount R'000 (781 944) (222 779) (2 799) 7 310 989 500 794 6 804 261 Variable rate instruments Loans to BEE partners Loans to development partners Cash and cash equivalents Interest-bearing borrowings Capital commitments contracted for Total interest rate derivatives 6 000 000 88,2% Percentage hedged The all-in weighted average cost of funding of Resilient was 7,75% at 31 December 2013 and the average hedge term was 4,4 years. 11 SUMMARY OF FINANCIAL PERFORMANCE Dec 2013 Distribution per linked unit (cents) Units in issue Property operations Net asset value* Interest-bearing debt to asset ratio** Units in issue Consolidated Net asset value* Interest-bearing debt to asset ratio** Units in issue Jun 2013 Dec 2012 # Jun 2012 # 159,59 293 339 070 136,23 289 544 070 134,93 285 744 070 120,74 280 536 070 R44,36 R41,75 R34,51 R30,55 34,0% 293 339 070 26,5% 289 544 070 26,6% 285 744 070 28,3% 280 536 070 R44,36 R41,75 R33,92 R30,13 34,0% 293 339 070 26,5% 289 544 070 27,9% 274 933 259 29,9% 269 725 259 *Net asset value includes total equity attributable to equity holders and linked debentures. **he interest-bearing debt to asset ratio is calculated by dividing total interest-bearing T borrowings by total assets. #o comply with financial reporting requirements the group will account for entities T that do not form part of its operations, do not operate under its operating policies and whose businesses, risk profiles and debt levels are not comparable with its own. Disclosure under “Property operations” excludes Eagle’s Eye Investments Proprietary Limited (“BEE SPV”). O n 27 June 2006 10 810 811 linked units were issued to BEE SPV and Resilient is standing surety for the funding obligations of BEE SPV in acquiring these units. In terms of IFRS the issue did not take place and the essence of the transaction was that the BEE shareholders received a right/option to acquire linked units in Resilient at a future date at a predetermined price. As a consequence, the issue of linked units has been eliminated in the preparation of the financial statements. T his BEE transaction matures in three equal tranches on 30 June 2014, 30 June 2015 and 30 June 2016. Due to the positive equity in this scheme and the minimal residual risk resulting from Resilient’s surety, the board has taken the view that the units are in issue and has therefore reversed the effect of the option/right in the June 2013 financial statements and deconsolidated BEE SPV. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Net rental and related revenue Recoveries and contractual rental revenue Straight-lining of rental revenue adjustment Rental revenue Property operating expenses Distributable income from investments 13 PROSPECTS Distributions are forecast to increase by between 17% and 19% for the 2014 financial year. The forecast assumes exchange rates of R13,75 and R10,00 to the Euro and US Dollar respectively. The growth is further based on the assumptions that a stable macro-economic environment will prevail, no major corporate failures will occur and that tenants will be able to absorb the recovery of rising utility costs and municipal rates. Budgeted rental income was based on contractual escalations and market related renewals. This forecast has not been audited or reviewed by Resilient’s auditors. By order of the board Des de Beer Managing director Johannesburg 5 February 2014 Nick Hanekom Financial director Reviewed for the six months ended Dec 2013 R'000 450 804 667 702 16 296 683 998 (233 194) Audited for the six months ended Jun 2013 R'000 406 620 614 250 11 387 625 637 (219 017) Audited for the year ended Dec 2012 R'000 793 777 1 140 230 51 115 1 191 345 (397 568) 172 108 113 775 210 718 502 861 35 421 1 290 287 760 185 1 955 550 1 061 731 Fair value gain on investment property and investments Fair value gain on investment property Adjustment resulting from straight-lining of rental revenue Fair value gain on investments (16 296) 483 736 (11 387) 541 489 (51 115) 944 934 Fair value loss on BEE instrument Management fees received from PFM Administrative expenses Deconsolidation of BEE SPV Termination fee received from BEE partner Profit on sale of interest in subsidiary Distributable income from associate – 40 676 (46 136) – 54 366 3 990 5 070 – 42 821 (46 755) 6 733 – – – (187 290) 79 065 (78 616) – – – – 1 813 481 2 773 204 (593 383) (289 070) (1 036 608) Finance income Interest from loans Fair value adjustment on interest rate derivatives Interest on linked units issued cum distribution 118 142 46 455 257 488 39 622 93 479 75 975 67 209 216 004 4 478 1 862 3 594 Finance costs Interest on borrowings Capitalised interest Fair value adjustment on interest rate derivatives Interest to linked debenture holders – interim – final (711 525) (278 649) 35 264 (546 558) (185 231) 33 119 (1 130 087) (365 137) 37 697 – (106 014) (394 446) (325 666) (370 967) NonShare distributable premium reserves R'000 R'000 2 490 931 4 080 328 221 237 Reviewed Balance at Dec 2011 Issue of units Total comprehensive income for the year Transfer to nondistributable reserves Balance at Dec 2012 2 749 Issue of units 38 Recognition of units issued to BEE SPV 108 Derecognition of BEE instrument Total comprehensive income for the period Transfer to nondistributable reserves Balance at Jun 2013 2 895 Issue of 3 795 000 units on 13 Nov 2013 38 Total comprehensive income for the period Transfer to nondistributable reserves Balance at Dec 2013 2 933 Retained earnings R'000 – 1 211 469 Share capital R'000 2 697 52 1 211 469 1 211 469 5 291 797 (1 211 469) – – 8 006 714 176 857 2 712 168 176 819 142 270 Net finance costs 1 183 739 – (468 140) Profit before income tax 590 356 1 524 411 1 736 596 Income tax 136 354 513 090 139 793 337 640 337 640 2 037 501 7 664 353 (2 037 501) – – 10 698 505 2 037 501 3 031 257 178 673 178 711 726 710 3 209 930 726 710 2 037 501 726 710 8 391 063 726 710 247,74 407,33 247,74 407,33 2 037 501 703,69 839,92 703,69 839,92 1 211 469 444,85 700,66 427,87 673,91 RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS AND DISTRIBUTABLE INCOME Reviewed for the six months ended Dec 2013 R'000 Basic earnings (shares) - profit for the period attributable to equity holders – interest to linked debenture holders Basic earnings (linked units) Adjusted for: – fair value gain on investment property – profit on sale of interest in subsidiaries – income tax effect Headline earnings (linked units) Audited for the six months ended Jun 2013 R'000 Audited for the year ended Dec 2012 R'000 726 710 468 140 2 037 501 394 446 1 211 469 696 633 1 194 850 (21 923) (19 125) (3 990) 1 192 1 172 927 2 431 947 1 908 102 (1 494 470) (748 798) – (745 672) (661 218) (1 010 616) – 349 398 937 477 1 246 884 Straight-lining of rental revenue adjustment Fair value gain on investments Fair value loss on BEE instrument Fair value adjustment on interest rate derivatives Interest paid by BEE SPV Income received by BEE SPV Deconsolidation of BEE SPV Income tax effect (16 296) (483 736) – (11 387) (541 489) – (51 115) (944 934) 187 290 (67 209) – – – (137 546) (216 004) – – (6 733) 232 582 92 104 18 315 (27 640) – 175 729 Distributable income Less: distribution declared Income not distributed 468 140 (468 140) – 394 446 (394 446) – 696 633 (696 633) – 240,26 399,85 240,26 187,55 323,78 187,55 202,05 457,86 194,34 399,85 323,78 440,38 Headline earnings per share (cents) Headline earnings per linked unit (cents) Diluted headline earnings per share (cents) Diluted headline earnings per linked unit (cents) Basic earnings per share, basic earnings per linked unit, headline earnings per share and headline earnings per linked unit are based on the weighted average of 293 339 070 (Jun 2013: 289 544 070; Dec 2012: 272 329 259) shares/linked units in issue during the period. Resilient has no dilutionary instruments in issue. For Dec 2012 the diluted earnings per share, diluted earnings per linked unit, diluted headline earnings per share and diluted headline earnings per linked unit were based on the weighted average of 283 140 070 shares/linked units in issue during the year. 726 710 (726 710) – – 11 603 926 consolidated statement of cash flows Reviewed for the six months ended Dec 2013 R'000 Cash and cash equivalents consist of: Current accounts Audited for the six months ended Jun 2013 R'000 Audited for the year ended Dec 2012 R'000 22 234 (771 344) 749 581 11 209 (704 071) 690 162 1 202 471 (2 700) 1 597 1 126 3 826 2 799 1 597 1 126 2 799 Cash (outflow)/inflow from operating activities Cash outflow from investing activities Cash inflow from financing activities Increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 1 597 1 126 (26 214) (2 693 272) 2 720 688 Notes 1 PREPARATION, ACCOUNTING POLICIES AND REVIEW OPINION The condensed reviewed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the information contained in IAS 34: Interim Financial Reporting, the JSE Listings Requirements and the requirements of the South African Companies Act. This report was compiled under the supervision of Nick Hanekom CA(SA), the financial director. The accounting policies adopted are consistent with those applied in the prior periods. The directors are not aware of any matters or circumstances arising subsequent to 31 December 2013 that require any additional disclosure or adjustment to the financial statements. Deloitte Touche has reviewed the financial information set out in this report. The review was conducted in accordance with ISRE 2410: Review of Interim Financial Information performed by the Independent Auditor of the Entity. Their unmodified review report is available for inspection at Resilient’s registered address. 2 INTANGIBLE ASSET The intangible asset relates to the management contract of PFM, the management company of Capital, and is carried at cost. 3 Lease expiry profile (not reviewed) Based on Based on contractual rentable rental area revenue 2,7% 8,4% 8,0% 14,9% 18,2% 13,7% 15,8% 9,4% 11,1% 14,6% 17,1% 36,3% 29,8% 100,0% 100,0% Lease expiry Vacant Jun 2014 Jun 2015 Jun 2016 Jun 2017 Jun 2018 Jun 2018 4 SEGMENTAL ANALYSIS Reviewed for the six months ended Dec 2013 R’000 1 211 469 Total comprehensive income for the period Basic earnings per share (cents) Basic earnings per linked unit (cents) Diluted earnings per share (cents) Diluted earnings per linked unit (cents) 2 037 501 Non-distributable reserves comprise those profits and losses that are not distributable to unitholders and are made up of revaluation adjustments on investment property, investment property held for sale and investments, the share of post-acquisition reserves of associates, straight-lining adjustments and other non-distributable balances. (525 127) Profit for the period attributable to equity holders Total R'000 6 573 956 221 289 (2 585) 13 910 Profit before net finance costs 12 BROAD-BASED BLACK ECONOMIC EMPOWERMENT Following repeated representations, particulary from the Thohoyandou shareholders, Resilient agreed to the early disposal of the Resilient linked units held by the Amber Peek Proprietary Limited (“Amber Peek”) BBBEE initiative in December 2013. The shareholders of Amber Peek are Aquarella Investments 553 Proprietary Limited (26%), Celtic Rose Investments 10 Proprietary Limited (26%) and The Resilient Education Trust (“The Trust”) (48%). Aquarella Investments 553 Proprietary Limited is owned by 50 black business people from Thohoyandou whilst Celtic Rose Investments 10 Proprietary Limited is owned by nine black business people from Johannesburg. The Trust is a charitable trust established for the promotion of black education and is a registered public benefit organisation. Resilient’s consent was conditional on an early termination fee of R54,4 million, being 10% of the proceeds. The units were acquired by The Trust with finance provided by Resilient at a price of R53,10 per Resilient linked unit. The fee received was fully offset by the cost of interest rate cap premiums expensed. Consolidated statement of changes in equity Rental revenue Retail Profit before net finance costs Retail Corporate Total Audited for the six months ended Jun 2013 R’000 Audited for the year ended Dec 2012 R’000 683 998 625 637 1 191 345 469 929 713 810 1 183 739 1 155 418 658 063 1 813 481 1 804 393 968 811 2 773 204 5 PAYMENT OF INTERIM DISTRIBUTION The board has approved and notice is hereby given of an interim distribution (distribution no 22) of 159,59 cents per linked unit for the six months ended 31 December 2013. In accordance with Resilient’s status as a REIT, linked unitholders are advised that the distribution meets the requirements of a “qualifying distribution” for the purposes of section 25BB of the Income Tax Act, No. 58 of 1962 (“Income Tax Act”). Accordingly, qualifying distributions received by local tax residents must be included in the gross income of such linked unitholders (as a non-exempt dividend in terms of section 10(1)(k)(aa) of the Income Tax Act), with the effect that the qualifying distribution is taxable as income in the hands of the linked unitholder. These qualifying distributions are, however, exempt from dividend withholding tax in the hands of South African tax resident linked unitholders, subject to provision of the required declarations to the unitholders’ Central Securities Depository Participant (“CSDP”) or broker, as the case may be, in respect of uncertificated linked units, or the company, in respect of certificated linked units. Qualifying distributions received by non-resident linked unitholders will not be taxable as income and instead will be treated as ordinary dividends but which are exempt in terms of the usual dividend exemptions per section 10(1)(k) of the Income Tax Act. It should be noted that until 31 December 2013 qualifying distributions received by non-residents were not subject to dividend withholding tax. From 1 January 2014, any qualifying distribution received by a non-resident from a REIT will be subject to dividend withholding tax at 15%, unless the rate is reduced in terms of any applicable agreement for the avoidance of double taxation between South Africa and the country of residence of the linked unitholder. Assuming dividend withholding tax will be withheld at a rate of 15%, the net amount due to non-resident linked unitholders will be 135,6515 cents per linked unit. Local tax resident linked unitholders as well as non-resident linked unitholders are encouraged to consult their professional advisors should they be in any doubt as to the appropriate action to take. The distribution is payable to Resilient linked unitholders in accordance with the timetable set out below: Last date to trade cum distribution Friday, 21 February 2014 Units trade ex distribution Monday, 24 February 2014 Record date Friday, 28 February 2014 Payment date Monday, 3 March 2014 Linked unit certificates may not be dematerialised or rematerialised between Monday, 24 February 2014 and Friday, 28 February 2014, both days inclusive. In respect of dematerialised linked unitholders, the distribution will be transferred to the CSDP accounts/broker accounts on Monday, 3 March 2014. Certificated linked unitholders’ distribution payments will be posted on or about Monday, 3 March 2014. Resilient income tax reference number: 9579269144 Directors JJ Njeke (chairman); Des de Beer*; Thembi Chagonda; Andries de Lange*; Marthin Greyling; Nick Hanekom*; Bryan Hopkins; Johann Kriek*; Spiro Noussis; Umsha Reddy; Barry van Wyk (*executive director) Changes to the board of directors There were no changes to the board of directors since 6 August 2013, the date of the previous results announcement. Company secretary Rajeshree Sookdeyu Registered address 4th Floor Rivonia Village, Rivonia Boulevard, Rivonia, 2191 Transfer secretaries Link Market Services South Africa Proprietary Limited 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 Sponsor Java Capital www.resilient.co.za

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