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Unaudited condensed consolidated interim results for six months ended 31 March 2017

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Page 1: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Unaudited condensed consolidated interim results

for six months ended 31 March 2017

Page 2: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Financial highlights

In excess of six times cash cover on

A share dividend Interim dividend on A and B shares on track with the forecast as per

circular

12,0%dividend growth to 35,99 cents per B share*

* Compared to the dividends per share over the six months ended 31 March 2016

22,6%loan to value ratio

R477macquisition at an

average yield of 11,85%

Nature of business

Gemgrow is a specialist high yield, high growth Real Estate Investment Trust (“REIT”) holding a diverse portfolio of office, retail and industrial properties. In addition to the 29 properties that it holds directly, as at 31 March 2017, Gemgrow holds a further 100 properties through its wholly-owned subsidiary, Cumulative Properties Limited (“Cumulative”). The combined portfolio comprises 129 properties, located in all nine provinces of South Africa, valued at R4,3 billion.

The company’s main focus is on paying above market-related income returns to its shareholders on a sustainable basis. This is achieved through escalating rentals, satisfactory renewal of leases with existing tenants, renting of vacant space within the property portfolio, managing and reducing, where possible, costs associated with the property portfolio and by acquiring revenue enhancing properties.

Gemgrow Properties Ltd

(previously Synergy Income Fund Limited)(Incorporated in the Republic of South Africa)(Registration number 2007/032604/06)JSE share code: GPA ISIN: ZAE0000223269JSE share code: GPB ISIN: ZAE0000223277(Granted REIT status with the JSE) (“Gemgrow” or “the company” or “the group”)

Page 3: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Synergy Income Fund LImIted (“Synergy”) waS Incorporated aS a pubLIc company on 13 november 2007, and LISted aS a property Loan Stock company on the maIn board oF the JSe under the “reaL eState – reaL eState hoLdIngS and deveLopment” Sector on 14 december 2011. wIth eFFect From 1 JuLy 2013, Synergy converted From a property Loan Stock company to a reIt and accordIngLy changed ItS Sector cLaSSIFIcatIon to the “retaIL reItS” Sector on the JSe.

Synergy listed on the JSE with a portfolio valued at R280 million, subsequently growing to comprise 14 shopping centres valued in excess of R2,4 billion as at 30 September 2016.

With effect from 1 October 2016, Synergy repositioned itself as a specialist high yielding, high growth diversified REIT with a portfolio comprising retail, office and industrial assets, by way of the following inter-conditional steps:

› Synergy acquired the entire issued share capital of Vukile Asset Management Proprietary Limited (“VAM”) from Vukile Property Fund Limited (“Vukile”), resulting in the effective internalisation of Synergy’s asset management function;

› the exchange of Synergy’s entire portfolio of 14 retail properties for a Vukile portfolio of properties comprising 29 high yielding retail, office and industrial assets;

› the acquisition by Synergy of the entire issued share capital of Cumulative, a subsidiary of Arrowhead Properties Limited (“Arrowhead”) that owns 100 high yielding retail, office and industrial assets;

› an amendment of Synergy’s memorandum of incorporation to reflect a revised year-end of 30 September and the payment of quarterly as opposed to six-monthly dividends;

› the reconstitution of Synergy’s board of directors; › Synergy was renamed Gemgrow Properties Limited (“Gemgrow”);

(collectively “the transaction”).

Following the implementation of the transaction, which saw Gemgrow issue 22 945 522 B shares to Vukile and 271 412 267 B shares to the Arrowhead, Arrowhead holds 61,7% of the issued Gemgrow B shares (approximately 55,2% of Gemgrow’s issued share capital) and Vukile holding 29,5% of the Gemgrow B shares (and 27,4% of Gemgrow’s total issued share capital).

In accordance with International Financial Reporting Standards (“IFRS”), income in respect of the respective parts of the transaction have been accounted for from the following effective dates:

› 1 October 2016 for the exchange of Synergy’s entire portfolio of 14 retail properties for the Vukile portfolio of properties comprising 29 high yielding retail, office and industrial assets;

› 25 October 2016 for the effective internalisation of Synergy’s asset management function; › 25 October 2016 for the acquisition by Synergy of the entire issued share capital of Cumulative.

Background

01

Page 4: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

The Vukile asset exchange and Cumulative share acquisition were accounted for as Asset acquisitions, whilst the acquisition of VAM was accounted for as a business combination.

In respect of the acquisition of VAM:

› The purchase consideration for the acquisition of VAM was R160 618 654 settled by the issue of 29 945 522 shares at the ruling price of R7 per share on the date of the transaction.

› The net value of the assets and liabilities acquired on 30 September 2016 amounts to zero, a breakdown of which is reflected as follows:

DescriptionAmounts

(R’000)

Trade and other receivables 3 099Current tax asset 126Cash and cash equivalents 146Total assets 3 371Trade and other payables 3 125Loans from shareholders 102Dividends payable 144Total liabilites 3 371Net assets NIL

› The resultant goodwill was R160 618 654, representing the cost of acquiring the asset management contracts which have since been internalised.

The transaction has resulted in the company owning a reconstituted property portfolio encompassing 129 office, industrial and retail assets with a value of R4,3 billion, vastly different from the 14 retail assets valued at R2,4 billion held prior to the transaction. Consequently, a comparison of the financial results of the company for the first 6 months following the transaction, with the financial results of the company for the same period last year on a like for like basis will not be meaningful.

The circular issued on 26 September 2016, regarding the transaction contained a forecast for the year-ended 30 September 2017 (the “forecast”). The forecast is the relevant financial information for current shareholders of Gemgrow and has been reported on by the independent reporting accountants, Grant Thornton Johannesburg Partnership Chartered Accountants. Shareholders are advised that the distributable income contained in the forecast is expected to be met.

Background continued

02

Page 5: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Commentary

Overview of portfolio › At 31 March 2017, Gemgrow owned 129 properties valued at R4,3 billion, of which retail comprised 14%, office 37% and industrial 49% based on gross lettable area (“GLA”) of the company.

› The average gross monthly rental per m² per sector is R77,93 for retail, R104,26 for office and R41,54 for industrial. › Vacancies reduced from 7,73% to 7,65% during the six months ended 31 March 2017. › The total GLA of the portfolio is 692 510m². During the period, contracted leases in respect of 81 813m² expired and 56 894m² (70%) of this GLA was renewed. Of the remaining 24 919m², a further 14 161m² (57%) was re-let to new tenants. In total 87% of the GLA of leases that expired during the period were renewed to existing tenants or re-let to new tenants.

› The current average lease rental escalations are 8,2%, 8,1% and 8,4% for retail, office and industrial properties respectively. › The overall step up escalation on new leases was 3%. The step up escalations on renewed leases were 7% for retail, 4% for office and negative 1% for industrial. Step up escalations were in line with expectations.

Six month letting reportTotal

(m²)Let(m²)

Vacant(m²)

Let(%)

Vacant(%)

As at 1 October 2016 692 713 639 160 53 553 92,27 7,73Acquisitions — — —Disposals — — —Net adjustments (203) 32 (235)Adjusted totals 692 510 639 192 53 318 92,30 7,70Net gain/(loss) — 354 (354)As at 31 March 2017 692 510 639 546 52 964 92,35 7,65

Income statementThe reason for the period-on-period variance is due to the reconstituted portfolio being vastly different from the portfolio previously owned in the prior year.

Statement of financial position

Investment propertiesThe company owned a portfolio of 129 retail, industrial and office properties valued at R4,3 billion at 31 March 2017, located in all nine provinces in South Africa. The average value per property as at 31 March 2017 was R33,6 million.

Analysis of movement in investment propertyGemgrow portfolio Cumulative portfolio * Total

No. ofbuildings R'000

No. ofbuildings R'000

No. ofbuildings R'000

Balance at the beginning of the period 14 2 451 435 — — 14 2 451 435Acquisitions, additions and fair value adjustments 29 2 434 765 100 1 904 921 129 4 339 686Disposals (14) (2 451 435) — — (14) (2 451 435)Balance at the end of the period 29 2 434 765 100 1 904 921 129 4 339 686

* Gemgrow’s shareholding in Cumulative was 100,0% at 31 March 2017.

The value of investment property has increased from R2,4 billion at 30 September 2016 to R4,3 billion at 31 March 2017. The increase was attributable to an asset exchange of 14 retail assets at R2,4 billion in exchange for 29 retail, office and industrial assets valued at R2,4 billion. The company also acquired a 100% holding in Cumulative, holding 100 properties valued at R1,9 billion, in exchange for the issue of B shares in the company.

03

Page 6: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Commentary continued

Acquisitions and disposalsPost the implementation of the transaction on 1 October 2016, the company made no further acquisitions or disposals during the six month period to 31 March 2017.

Loans to executives pursuant to the transactionDuring the period under review, pursuant to the transaction and for purposes of incentivising certain executives, loans of R162,9 million were issued to these executives. The recipients include the executive directors of Gemgrow. The loans bear interest at a rate equal to the dividend of the company for the period ending 30 September 2017.

Trade and other receivablesTrade receivables, deposits, other receivables and payments in advance increased from R40,5 million to R51,8 million. The balance outstanding has increased from the prior year as a result of the enlarged property portfolio. During the period under review, no bad debts have been written off, while a provision for bad debts of R5,2 million was raised.

Secured financial liabilitiesThe loans of R974 million measured against investment properties of R4,3 billion represents a loan to value of 22,6%. The interest rate swaps of R410 million and the fixed rate loans of R237 million resulted in interest on R647 million of the total R974 million being fixed. This equates to 66,4% of the total borrowings.

The effective interest rate for the six month period ended 31 March 2017 was 9,39%.

MaturityFixed rate %

One-month Jibar margin %

Three-monthJibar margin %

Prime rate margin %

Capital2017

R’000

May 2017 9,14 — — 90 000May 2017 8,36 — — — 146 705May 2017 — 2,30 — — 28 295May 2017 — 1,65 — — 25 043June 2017 — — — minus 1,5 234 990September 2017 — — — minus 1,6 50 000October 2018 — — — minus 1,5 200 674September 2019 — — 2,35 — 139 000September 2019 — — — minus 1,1 59 000Total exposure 973 707

(Excluding loan initiation fees and fair value adjustments on swaps.)

Gemgrow has further entered into interest rate swaps to hedge its exposure to fluctuations in interest rates of its debt as follows:

› an interest rate swap over R60 million until 1 June 2017; › an interest rate swap over R50 million until 1 June 2017; › an interest rate swap over R50 million until 19 February 2019; › an interest rate swap over R40 million until 1 July 2019; › an interest rate swap over R40 million until 1 July 2019; › an interest rate swap over R50 million until 1 September 2019; › an interest rate swap over R40 million until 19 September 2019; and › an interest rate swap over R80 million until 30 September 2019.

04

Page 7: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Commentary continued

Loans to the value of R290 million are expiring on 31 May 2017. The company has agreed with the loan provider to extend the tenure to 31 July 2017, whilst discussions are ongoing to refinance this facility on a long-term basis. In addition, loans to the value of R285 million are expiring by the end of the financial year. Management is in the process of re-negotiating these loans.

ProspectsThe company has secured acquisitions on two transactions to the value of R477 million. The first transaction is a retail portfolio of R330 million situated in Louis Trichardt which was acquired at a 12% forward yield as reported on SENS on 16 May 2017. The second transaction is a diversified portfolio valued at R147 million acquired at an 11,5% forward yield. Both acquisitions are conditional upon the fulfilment of various conditions precedent.

Projected 2017 dividend per shareThe company is on track to meet its dividend forecast that was included in the circular issued to shareholders on 26 September 2016. This projection that the forecast will be met by the company has not been reported on by the independent reporting accountants, Grant Thornton Johannesburg Partnership Chartered Accountants.

31 March 2017 31 March 2016

Dividend per Gemgrow A share (cents) 49,70 47,32Dividend per Gemgrow B share (cents) 35,99 32,16Gemgrow A shares in issue 47 352 203 47 352 203 Gemgrow B shares in issue 400 710 459 106 352 670 Net asset value per A share at reporting date (cents) * 994 1 169Net asset value per B share at reporting date (cents) 814 855

* The net asset value per Gemgrow A share has been calculated on the 60-day volume weighted average trading price as at 31 March 2017 limited to the combined net asset value in accordance with the provisions of Gemgrow’s MOI.

Payment of dividend for the quarter ended 31 March 2017The board of directors (“Board”) has approved a gross dividend (dividend number 2) of 24,84563 cents per A share and 18,14880 cents per B share for the quarter ended 31 March 2017 in accordance with the timetable set out below:

2017

Last date to trade cum distribution Tuesday, 6 JuneShares trade ex distribution Wednesday, 7 JuneRecord date Friday, 9 JunePayment date Monday, 12 June

Share certificates may not be dematerialised or rematerialised between Wednesday, 7 June 2017 and Friday, 9 June 2017, both days inclusive.

The dividend will be transferred to dematerialised shareholders CSDP/ broker accounts on Monday, 12 June 2017. Certificated shareholder’s dividend payments will be paid to certificated shareholder’s bank accounts on Monday, 12 June 2017.

In accordance with Gemgrow’s status as a REIT, shareholders are advised that the dividends meet the requirements of a “qualifying distribution” for the purposes of section 25BB of the Income Tax Act, No. 58 of 1962 (“Income Tax Act”). The dividends on the shares will be deemed to be dividends, for South African tax purposes, in terms of section 25BB of the Income Tax Act.

The dividends received by or accrued to South African tax residents must be included in the gross income of such shareholders and will not be exempt from income tax (in terms of the exclusion to the general dividend exemption, contained in paragraph (aa) of section 10(1)(k)(i) of the Income Tax Act) because they are dividends distributed by a REIT. These dividends are, however, exempt from dividend withholding tax in the hands of South African tax resident shareholders, provided that the South African resident shareholders provided the following forms to their Central Securities Depository Participant (“CSDP”) or broker, as the case may be, in respect of uncertificated shares, or the company, in respect of certificated shares:

a) a declaration that the dividends are exempt from dividends tax; and

b) a written undertaking to inform the CSDP, broker or the company, as the case may be, should the circumstances affecting the exemption change or the beneficial owner cease to be the beneficial owner,

05

Page 8: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Commentary continued

both in the form prescribed by the Commissioner for the South African Revenue Service. Shareholders are advised to contact their CSDP, broker or the company, as the case may be, to arrange for the abovementioned documents to be submitted prior to payment of the dividends, if such documents have not already been submitted.

Dividends received by non-resident shareholders will not be taxable as income and instead will be treated as ordinary dividends which is exempt from income tax in terms of the general dividend exemption in section 10(1)(k)(i) of the Income Tax Act. On 22 February 2017 the dividends withholding tax was increased from 15% to 20% and accordingly, any dividends received by a non-resident from a REIT will be subject to dividend withholding tax at 20%, unless the rate is reduced in terms of any applicable agreement for the avoidance of double taxation (“DTA”) between South Africa and the country of residence of the shareholders. Assuming dividend withholding tax will be withheld at a rate of 20%, the net dividend amount due to non-resident shareholders is 19,87650 cents per A share and 14,51904 cents per B share. A reduced dividend withholding rate in terms of the applicable DTA, may only be relied on if the non-resident shareholder has provided the following forms to their CSDP or broker, as the case may be, in respect of uncertificated shares, or the company, in respect of certificated shares:

a) a declaration that the dividends are subject to a reduced rate as a result of the application of a DTA; and

b) a written undertaking to inform their CSDP, broker or the company, as the case may be, should the circumstances affecting the reduced rate change or the beneficial owner cease to be the beneficial owner,

both in the form prescribed by the Commissioner for the South African Revenue Service. Non-resident shareholders are advised to contact their CSDP, broker or the company, as the case may be, to arrange for the abovementioned documents to be submitted prior to payment of the distribution if such documents have not already been submitted, if applicable.

Shareholders are encouraged to consult their professional advisors should they be in any doubt as to the appropriate action to take.

A ordinary shares in issue at the date of declaration of this dividend: 47 352 203.

B ordinary shares in issue at the date of declaration of this dividend: 400 710 459.

Gemgrow’s income tax reference number: 9068/723/17/1

Events after reporting periodThe 6 000 000 Gemgrow B shares issued to the late Mr Gerald Leissner were sold on 4 April 2017 for a purchase consideration of R41,83 million to settle his loan due to Cumulative amounting to R41,81 million.

Dividend declaration after reporting dateIn line with IAS 10 Events after the Reporting Period, the declaration of the dividends occurred after the end of the reporting period, resulting in a non-adjusting event which is not recognised in the financial statements.

Litigation statementThere are no legal or arbitration proceedings, including any proceedings that are pending or threatened, of which Gemgrow is aware, that may have or have had in the recent past, being the previous six months, a material effect on the group’s financial position.

06

Page 9: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Commentary continued

Basis of preparationThe unaudited condensed consolidated interim results for the six months ended 31 March 2017 have not been reviewed or reported on by the groups’ auditors, Grant Thornton.

The financial statements have been prepared in accordance with the requirements of International Financial Reporting Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, IAS 34: Interim Financial Reporting, the JSE Listings Requirements and the requirements of the Companies Act 71 of 2008. These results have been prepared under the supervision of J Limalia, CA(SA), Gemgrow’s Chief Financial Officer.

The accounting policies adopted are consistent with those applied in the preparation of the financial statements for the year ended 30 September 2016.

By order of the Board 17 May 2017

Directors: Gregory Kinross * (Chairperson), Mark Kaplan (CEO), Alon Kirkel (COO), Junaid Limalia (CFO), Clifford Abrams *, Arnold Basserabie * and Ayesha Rehman *. * Independent non-executive.

All the directors, with the exception of Arnold Basserabie and Mark Kaplan, have been appointed on 22 December 2016. Mr Kaplan was appointed on 13 January 2017 and Mr Basserabie was appointed on 14 February 2017.

Registered office: 2nd Floor, 18 Melrose Boulevard, Melrose Arch, Melrose, Johannesburg, 2196; PO Box 685, Melrose Arch, 2076

Transfer secretaries: Computershare Investor Services Proprietary Limited

Sponsor: Java Capital

Company secretary: CIS Company Secretaries Proprietary Limited

Website: www.gemgrow.co.za

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Page 10: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Condensed consolidated statement of comprehensive income

R’000/Audited

Unaudited for thesix months ended

31 March 2017

Audited for theyear ended

31 March 2016

Audited for thesix months ended

30 September 2016

Rental income 314 907 347 654 181 404Straight-line rental income accrual — 51 845 (16 404)Total revenue 314 907 399 499 165 000Property expenses (125 209) (148 380) (80 010)Administration and corporate costs (5 939) (3 210) (1 708)Net operating profit 183 759 247 909 83 282Changes in fair values 89 (57 474) 64 483Loss on sale of investment properties — — (2 397)Cost of strategic repositioning — — (971)Profit from operations 183 848 190 435 144 397Finance charges (46 407) (84 908) (46 221)Finance income 10 964 1 628 1 229Profit before taxation 148 405 107 155 99 405Taxation — 61 110Profit for the period 148 405 107 216 99 515Other comprehensive income — 609 (3 833)

148 405 107 825 95 682

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Page 11: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Condensed consolidated statement of financial position

R’000/AuditedUnaudited at

31 March 2017Audited at

31 March 2016Audited at

30 September 2016

ASSETSNon-current assets 4 665 294 2 442 539 2 613 Investment property 4 339 685 2 441 574 — Fair value of property portfolio for accounting purposes 4 333 104 2 371 602 — Straight line rental income accrual 6 581 69 972 —Property, plant and equipment 80 — —Loans to executives 162 898 — —Goodwill 160 619 — —Deferred capital expenditure — — 601 Derivative instruments — 622 —Deferred tax asset 2 012 343 2 012 Current assets 159 602 53 055 64 357 Trade and other receivables 51 781 27 298 40 512 Derivative financial instrument — 141 107 Cash and cash equivalents 107 821 25 616 23 738 Non-current assets held for sale — — 2 451 436 Total assets 4 824 896 2 495 594 2 518 406 EQUITY AND LIABILITIESShareholders interest 3 743 124 1 463 357 1 491 493 Stated capital 3 184 042 953 410 942 472 Reserves 559 082 42 021 55 085 Other components of equity — 467 926 493 936 Other non-current liabilities 403 732 976 954 367 406 Secured financial liabilities 398 254 976 016 361 853 Derivative instruments 5 478 938 5 553 Current liabilities 678 040 55 283 659 507 Trade and other payables 103 007 55 283 84 340 Secured financial liabilities 575 033 — 575 047 Derivative instruments — — 120

Total equity and liabilities 4 824 896 2 495 594 2 518 406

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Page 12: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Condensed consolidated statement of changes in equity

R’000Statedcapital

Retainedincome

Othercomponents

of equity Total

Balance at 31 March 2016 953 410 42 021 467 926 1 463 357 Dividends paid — (56 608) — (56 608)Change in fair value of investment properties — (48 078) 48 078 —Transfer from other components of equity — 18 237 (18 237) —Costs of strategic repositioning (10 937) — — (10 937)Other comprehensive income — — — —Revaluation of cash flow hedges — — (3 833) (3 833)Total comprehensive income for the period — 99 515 — 99 515 Balance at 30 September 2016 942 473 55 087 493 934 1 491 494 Issue of shares 2 241 569 — — 2 241 569 Dividends paid — (138 344) — (138 344)Total comprehensive income for the period — 148 405 — 148 405 Balance at 31 March 2017 3 184 042 65 148 493 934 3 743 124

Condensed consolidated statement of cash flows

R’000/Audited

Unaudited forsix months ended

31 March 2017

Audited foryear ended

31 March 2016

Audited forsix months ended

30 September 2016

Net cash utilised from operating activities 37 195 39 701 2 270 Cash generated from operations 210 982 204 466 103 479 Finance charges paid (46 407) (109 461) (45 830)Interest received 10 964 1 628 1 229 Dividends paid (138 344) (56 932) (56 608)Net cash utilised in investing activities (3 048) (25 528) 35 219 Acquisition of investment property (2 966) (25 528) (17 627)Proceeds from disposal of investment property — — 53 447 Deferred capital expenditure — — (601)Acquisition of property, plant and equipment (82) — —Net cash generated from financing activities 49 936 5 423 (39 367)Proceeds from issue of share capital 13 936 — —Cost of conversion of debentures — (1 098) —Proceeds from financial liabilities 36 000 6 521 (39 367)

Net movement in cash and cash equivalents 84 083 19 596 (1 878)Cash and cash equivalents at the beginning of the period 23 738 6 020 25 616 Cash and cash equivalents at the end of the period 107 821 25 616 23 738

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Page 13: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Condensed segmental analysis for the six months ended 31 March 2017

GeographicalThe entity has three reportable segments based on the geographic split of the country which are the entity’s strategic business segments. The entity’s executive directors review internal management reports on a monthly basis and all segments greater than 10% are considered strategic. All segments are in South Africa. There are no single major tenants. The following summary describes the operations in each of the company’s reportable segments.

R’000 GautengKwaZulu-

NatalWestern

Cape Other Total

31 March 2017Contractual rental income 207 107 34 463 46 339 26 998 314 907Straight-line rental income — — — — —Operating and administration costs (78 479) (11 852) (18 457) (22 360) (131 148)Net operating profit 128 628 22 611 27 882 4 638 183 759Finance income 237 33 — 10 694 10 964Finance charges (163) — (84) (46 160) (46 407)Net operating income/(loss) 128 702 22 644 27 798 (30 828) 148 316Changes in fair values — — — 89 89Reportable segment profit before tax 128 702 22 644 27 798 (30 739) 148 405Taxation — — — — —Reportable segment profit after tax 128 702 22 644 27 798 (30 739) 148 405Reportable segment assets 2 761 242 507 760 595 478 960 416 4 824 896Reportable segment liabilities (39 962) (14 751) (10 597) (1 016 462) (1 081 772)

2 721 280 493 009 584 881 (56 046) 3 743 124

SectoralR’000 Commercial Industrial Retail Overheads Total

Contractual rental income 172 677 89 468 52 762 — 314 907Operating and administration costs (65 301) (35 632) (22 981) (7 234) (131 148)Net operating profit 107 376 53 836 29 781 (7 234) 183 759Finance income 182 53 69 10 660 10 964Finance charges (236) (6) — (46 165) (46 407)Net operating income/(loss) 107 322 53 883 29 850 (42 739) 148 316Changes in fair values — — — 89 89Reportable segment profit/(loss) before tax 107 322 53 883 29 850 (42 650) 148 405Taxation — — — — —Reportable segment profit after tax 107 322 53 883 29 850 (42 650) 148 405Reportable segment assets 2 427 301 1 342 556 643 211 411 828 4 824 896Reportable segment liabilities (24 693) (16 826) (50 054) (990 199) (1 081 772)

2 402 608 1 325 730 593 157 (578 371) 3 743 124

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Page 14: Unaudited condensed consolidated interim results · debts have been written off, while a provision for bad debts of R5,2 million was raised. Secured financial liabilities The loans

Reconciliation of earnings to headline earnings

R’000/Audited

Unaudited for thesix months ended

31 March 2017

Audited for theyear ended

31 March 2016

Audited for thesix months ended

30 September 2016

Profit for the period attributable to Gemgrow shareholders 148 405 107 216 99 515Debenture interest — — —Earnings 148 405 107 216 99 515Changes in fair value of investment property — 57 699 (64 483)Loss on sale of investment properties — — 2 397Headline profit attributable to shareholders 148 405 164 915 37 429

Reconciliation of headline earnings to distributable earnings

R’000/Audited

Unaudited for thesix months ended

31 March 2017

Audited for theyear ended

31 March 2016

Audited for thesix months ended

30 September 2016

Headline profit attributable to shareholders 148 405 164 915 37 429Cost of strategic repositioning — — 971Changes in fair values of listed securities and financial instruments (89) — —Straight-line rental income accrual — (51 845) 16 404Amortisation of loan raising costs — 754 391Deferred tax — (61) (110)Gain on the ineffective portion of fair value of derivative financial instruments — (225) —Pre-effective date distribution 19 433 — —Distributable earnings attributable to shareholders 167 749 113 538 55 085Number of A shares in issue 47 352 203 47 352 203 47 352 203Number of B shares in issue 400 710 459 106 352 670 106 352 670Weighted average number of A shares in issue 47 352 203 47 352 203 47 352 203Weighted average number of B shares in issue 400 710 459 106 352 670 106 352 670Basic and diluted earnings per A share (cents) 33,12 69,75 64,74 Basic and diluted earnings per B share (cents) 33,12 69,75 64,74 Headline and diluted headline earnings per A share (cents) 33,12 107,29 24,35Headline and diluted headline earnings per B share (cents) 33,12 107,29 24,35

Note: A statutory headlines earnings per share (HPS) reconciliation has not been performed due to the earnings being equal to headline earnings for the period.

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