Grit Real Estate Income Group (GR1T)
Abridged unaudited interim results 31/12/2023
28-Feb-2024 / 07:00 GMT/BST
GRIT REAL ESTATE
INCOME GROUP LIMITED
(Registered in Guernsey)
(Registration number:
68739)
LSE share code: GR1T
SEM share codes (dual currency
trading): DEL.N0000 (USD) / DEL.C0000 (MUR)
ISIN: GG00BMDHST63
LEI:
21380084LCGHJRS8CN05
("Grit" or the "Company" or the "Group")
|
|
ABRIDGED
UNAUDITED CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER
2023
Grit Real Estate Income Group
Limited, a leading Pan-African real estate company focused on
investing in, developing and actively managing a diversified
portfolio of assets underpinned by predominantly US Dollar and Euro
denominated long-term leases with high quality multi-national
tenants, today announces its results for the six months ended 31
December 2023.
Bronwyn Knight,
Chief Executive Officer of Grit Real Estate Income Group Limited,
commented:
“Grit’s strategy continues to focus
on quality real estate assets with strong ESG credentials and long
leases in hard currency to a resilient and diverse multinational
customer base across the African continent. Evidence of the Grit
2.0 strategy and asset recycling, away from non-core sectors and
into resilient and impact focused real estate, is increasingly
becoming visible in our results and is expected to accelerate in
the coming years. We are delivering on our cost control targets and
are demonstrating disciplined capital allocation through our debt
reduction targets and selected risk mitigated development
opportunities and are today pleased to announce the resumption of
dividends paid from cash operating earnings.”
Financial and
Portfolio highlights
|
6 Months
ended
31 Dec
2023
|
6 Months
ended
31 Dec
2022
|
Increase/
Decrease
|
Adjusted EPRA earnings per
share2
|
US$1.03 cps
|
US$1.02 cps
|
+1.0%
|
Distributable earnings per
share1
|
US$2.07 cps
|
US$2.56 cps
|
-19.1%
|
Dividend per share
|
US$1.50 cps
|
US$2.00 cps
|
-25.0%
|
Property portfolio net operating
income from continuing operations (proportionate9)
|
US$29.7m
|
US$25.7m
|
+15.6%
|
EPRA cost ratio (including
associates) 3
|
14.5%
|
12.7%
|
+1.8 ppts
|
Net finance costs
|
US$18.2m
|
US$16.5m
|
+10.3%
|
Revenue earned from multinational
tenants7
|
79.0%
|
85.9%
|
-6.9 ppts
|
Income produced in hard
currency8
|
95.0%
|
92.4%
|
+2.6 ppts
|
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
Increase/
Decrease
|
EPRA NRV per
share2
|
US$68.1 cps
|
US$72.8 cps
|
-6.4%
|
Group LTV
|
47.6%
|
44.8%
|
+2.8 ppts
|
Total Income Producing
Assets4
|
US$847.9m
|
US$862.0m
|
-1.6%
|
Contractual rental
collected
|
93.9%
|
108.4%
|
-14.5 ppts
|
WALE5
|
4.7 years
|
4.4 years
|
+0.3 years
|
EPRA portfolio occupancy
rate6
|
95.5%
|
93.6%
|
+1.9 ppts
|
Grit proportionately owned lettable
area (“GLA”)
|
301,306m2
|
298,962m2
|
+2,344m2
|
Weighted average annual contracted
rent escalations
|
3.1%
|
3.0%
|
+0.1 ppts
|
Summarised
results commentary:
•
|
The Board is pleased to announce
the resumption of the payment of dividends and has today declared
US$1.50 cents per share ordinary dividend from cash operating
earnings (Distributable earnings).
|
•
|
We benefit from having built a
business focused on quality real estate assets with strong ESG
credentials and long leases to a resilient and diverse customer
base that comprises more than 79% of strong multinational and
investment grade tenants. Contractual lease escalations, which are
predominantly inflation-linked, and new assets producing income,
have contributed to growth in NOI in this reporting period and into
the future. We now have 33 assets across 7 sectors with 95.0% of
our leases in hard currency providing a strong foundation to our
income generation and a resilient platform from which to pursue
growth opportunities through active management, sector focused
development substructures and external revenue generation from our
professional services.
|
•
|
For the purposes of these interim
financials, Gateway Real Estate Africa Limited (“GREA”) and Africa
Property Development Managers Limited (“APDM”) have been accounted
for as joint ventures. Post recent amendments to the shareholders’
agreements, which now result in Grit exercising control over both
GREA and APDM, the Board considers 1 January 2024 the most
appropriate date to commence consolidation.
|
•
|
EPRA net reinstatement value
(“NRV”) per share of US$68.1 cents per share (30
June 2023: US$72.8 cents per share), is predominantly driven by a
-2.7% fair value adjustment made on investment properties during
the period, which was partially offset by increased capex and asset
investment. This culminated in an overall decrease of 1.0% in the
group’s proportionate share of property values (including GREA
associates).
|
•
|
Property portfolio net operating
income (Grit proportionate ownership) increased 0.6%. Excluding the
impact of disposals (Beachcomber and LLR from the prior year), NOI
from continuing operations increased 15.6% and the Grit 2.0
recycling strategy is becoming increasingly evident within the
composition of Group NOI. Diplomatic housing, healthcare and data
centre segments have replaced earnings disposed of in the
hospitality segment.
|
•
|
Group Administrative costs reduced
15.4% in the six months to 31 December 2023 and remains on track to
achieve the US$4.0 million cost reduction target (-19%) for the
full year to 30 June 2024.
|
•
|
Group WACD increased to 9.62%,
resulting in a US$1.5 million increase (+8.2%) in finance costs for
the six-month period. The Group has interest rate hedges amounting
to US$200 million worth of notional debt. In addition, the Company is targeting to reduce
the most expensive debt balances, and post consolidation,
amalgamate individual GREA facilities within the current
syndication.
|
•
|
Final regulatory
approvals for the unwinding of the Drive in Trading Black
empowerment structure (“DiT”)
have been received (see prior announcements). The Company will take direct
ownership of its proportionate number of DiT Security Shares in
exchange for making the US$17.5 million Guarantee Agreement payment
to the GEPF by 30 March 2024, the implementation of which is
currently under review.
|
Post period
end
•
|
On 16 February 2024, shareholders
approved the disposal of interests in Bora Africa and Acacia
Estates to GREA, which will form part of Grit’s equity contribution
to the GREA $100 million recapitalisation that is expected to
conclude in March 2024. The disposal of properties at or close to
book value achieves the Board’s strategy of additional asset
recycling and further reinforces the Group’s audited net asset
value. By concluding the GREA capital raise with these proceeds,
the Group (including GREA) receives a cash injection of US$48.5
million from the PIC’s subscription at NAV. This equity will
initially be utilised to reduce the Group’s higher cost debt. Over
the medium term these funds are expected to be redrawn and
invested by
GREA, upon careful capital
allocation assessment, into risk mitigated and accretive
development projects that are expected to meaningfully contribute
to ESG impact, accelerated NAV growth and fee income generation to
the Group as is contemplated under the Grit 2.0
strategy.
|
Notes
1
|
Various alternative performance
measures (APMs) are used by management and investors, including a
number of European Public Real Estate Association ("EPRA") metrics,
Distributable Earnings, Total Income Producing Assets and Property
portfolio net operating income. APMs are not a substitute, and not
necessarily better for measuring performance than statutory IFRS
results and where used, full reconciliations are
provided.
|
2
|
Explanations of how EPRA figures
and Distributable earnings per share are derived from IFRS are
shown in note 16.
|
3
|
Based on EPRA cost to income ratio
calculation methodology which includes the proportionately
consolidated effects of associates and joint ventures.
|
4
|
Includes controlled Investment
properties with Subsidiaries, Investment Property owned by
Associates and Joint Ventures, other assets owned by associates and
joint ventures, deposits paid on Investment properties and other
investments, property plant and equipment, intangibles, and related
party loans.
|
5
|
Weighted average lease expiry
(“WALE”).
|
6
|
Property occupancy rate based on
EPRA calculation methodology - Includes associates and joint
ventures.
|
7
|
Forbes 2000, Other Global and pan
African tenants.
|
8
|
Hard (US$ and EUR) or pegged
currency rental income.
|
9
|
Property net operating income
(“NOI”) is an APM’s and is derived from IFRS revenue and NOI
adjusted for the results of associates and joint ventures and
further includes the results of the GREA associates. A full
reconciliation is provided in the financial review section below.
In deriving the property net operating income from ongoing
operations, the net operating income related to Beachcomber hotels
and the LLR (which were disposed of in FY2023) were excluded from
the comparative number in order to provide a comparative for only
the ongoing operations.
|
FOR FURTHER
INFORMATION, PLEASE CONTACT:
Grit Real Estate
Income Group Limited
|
|
Bronwyn Knight, Chief Executive
Officer
|
+230 269 7090
|
Darren Veenhuis, Investor
Relations
|
+44 779 512 3402
|
|
|
CavendishCapital
Markets Limited – UK Financial Adviser
|
|
James King/Teddy Whiley (Corporate
Finance)
|
+44 20 7220 5000
|
Justin Zawoda-Martin / Daniel
Balabanoff / Pauline Tribe (Sales)
|
+44 20 3772 4697
|
Perigeum Capital
Ltd – SEM Authorised Representative and Sponsor
|
|
Shamin A. Sookia
|
+230 402 0894
|
|
|
Capital Markets
Brokers Ltd – Mauritian Sponsoring Broker
|
|
Elodie Lan Hun Kuen
|
+230 402 0280
|
NOTES:
Grit Real Estate Income Group
Limited is the leading Pan-African real estate company focused on
investing in, developing and actively managing a diversified
portfolio of assets in carefully selected African countries
(excluding South Africa). These high-quality assets are underpinned
by predominantly US$ and Euro denominated long-term leases with a
wide range of blue-chip multi-national tenant covenants across a
diverse range of robust property sectors. The Company is committed
to delivering strong and
sustainable income for shareholders, with the potential for income
and capital growth. The Company holds its primary listing on the
Main Market of the London Stock Exchange (LSE: GR1T and a secondary
listing on the Stock Exchange of Mauritius (SEM:
DEL.N0000).
Further information on the Company
is available at www.grit.group.
Directors:
Peter Todd (Chairman), Bronwyn
Knight (Chief Executive Officer) *, Gareth Schnehage (Chief
Financial Officer) *, David Love+, Catherine
McIlraith+, Jonathan
Crichton+, Cross Kgosidiile, Lynette Finlay + and Nigel
Nunoo+.
(* Executive Director)
(+
independent Non-Executive
Director)
Company
secretary: Intercontinental
Fund Services Limited
Registered office
address: PO Box 186, Royal
Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1
4HP
Registrar and
transfer agent (Mauritius):
Intercontinental Secretarial Services Limited
SEM authorised
representative and sponsor:
Perigeum Capital Limited
UK Transfer
secretary: Link Assets
Services Limited
Mauritian
Sponsoring Broker: Capital
Markets Brokers Limited
This notice is
issued pursuant to the FCA Listing Rules, SEM Listing Rule 15.24
and the Mauritian Securities Act 2005. The Board of the Company
accepts full responsibility for the accuracy of the information
contained in this communiqué.
A Company
presentation for all investors and analysts via live webcast and
conference call
The Company will
host a live webcast and conference call on Wednesday, 28 February
2024 at 13:00 Mauritius time / 09:00 UK time / 11:00 SA time via
the Investor Meet Company platform, with the presentation being
open to all existing and potential shareholders.
Pre-registration is advised
via:
https://www.investormeetcompany.com/grit-real-estate-income-group-limited/register-investor
Investors who already follow
Grit Real Estate Income Group Limited on the Investor Meet Company
platform will automatically be invited. A playback will
be accessible on-demand within 48 hours via the Company
website: https://grit.group/financial-results/
CHIEF EXECUTIVE
OFFICER’S STATEMENT
Introduction
Grit is a prominent, woman-led real
estate platform providing property investment and associated real
estate services across the African continent. The Group recognises
its role in transforming the design of buildings and developments
for long-term sustainability and focuses on impact, energy
efficiency and carbon reduction across the portfolio. Additionally,
the Group prides itself on achieving more than 40% of women in
leadership positions and the significant support it provides to
local communities in Africa through extensive CSR and upliftment
programs.
The Board continues to target a
simplification of the Group’s structure, operations and financial
reporting and has made significant progress over the last 18
months. For associate accounted properties, where we’ve had limited
opportunity for obtaining controlling interests, we’ve disposed of
these and redirected the capital to assets that we can control. The
sale of our interests in LLR and the Beachcomber hotel portfolios,
at or close to book value, allowed us to redeploy capital to the
acquisition of controlling interests in GREA and APDM, whose
results will be consolidated from 1 January 2024. The Grit 2.0
recycling strategy is becoming increasingly evident within the
composition of Group net operating income with Diplomatic housing,
Healthcare and Data center segments replacing earnings that were
disposed of from LLR and Hospitality. The impact of both the
consolidated acquisitions and the newly completed developments
contributing for the full financial year are expected to result in
meaningful growth in IFRS revenue over the coming reporting
cycles.
Although the Group achieved the
Board’s 20% asset recycling target, we expect to continue rotating
the portfolio away from non-core asset segments and will target
further asset disposals in the coming years.
The final stage of the Group
simplification involves grouping property assets into logical
industry subsidiaries and positioning these within the Group for
optimal funding, growth, and value creation. The move of Bora
Africa (the Group’s industrial asset portfolio) and Acacia estates
(diplomatic housing) to GREA, furthers this strategy and has
facilitated a US$48 million cash equity injection to GREA from our
co-investor, PIC. These recapitalisation proceeds will be directed
towards debt reduction and pipeline developments in the diplomatic
housing, industrial and healthcare sectors which will, amongst
others, generate additional income consistent with the Grit 2.0
strategy.
Sustainability of
the Group’s business model
We benefit from having built a
business focused on quality real estate assets with strong ESG
credentials and long leases to a resilient and diverse customer
base that comprises more than 79% of strong multinational and
investment grade tenants. NOI from ongoing operations grew by 15.6%
in the six months to 31 December 2023, with contractual lease
escalations, which are predominantly inflation-linked, and new
assets producing NOI contributing to the growth. We now have 33
assets across 7 sectors with 95.0% of our leases in hard currency
providing a strong foundation to our income generation and a
resilient platform from which to pursue growth opportunities
through active management, sector focused development substructures
and external revenue generation from our professional services. We
recognised US$6.8 million of
other income in the period predominantly related to development
revenues earned in APDM.
Significant adjustments in global
interest rates have however caused sharp increases in our overall
cost of capital in the near term, which continue to impact our
financial results. We actively manage our interest rate risk, but
with several hedges maturing over the period, our weighted average
cost of debt further increased in the period to 9.62% (discussed in
greater detail in the treasury section below). We note that central
banks are expected to start lowering interest rates later this
calendar year, which should go some way to alleviating the current
funding cost pressures, however the Group will additionally target
settling more expensive facilities to lower overall funding
costs.
The Board is keenly focused on
improving total returns to shareholders and is currently targeting
the following key actions:
-
Continued focus on NOI growth and
strong cash collections from the high-quality property portfolio
including refocusing the portfolio towards resilient and impact
sectors.
-
A rationalisation of shared
functions post the
acquisition of GREA and APDM and assessment of the optimal
structure of corporate head office functions going forward. We are
pleased to report substantial progress on the US$4 million cost
reduction target for the financial year 2024 and remain on track to
deliver the c19% cost-saving target for the full year.
-
A US$4.1million annualised cost
savings in net finance costs from reduction in debt, refinancing
existing facilities and inclusion of GREA assets into the existing
syndicated facility
-
The execution of development
pipeline by GREA consistent with the Grit 2.0 strategy and
generating additional income from property related
services.
GREA &
APDM update
The
Group concluded the acquisition of a majority interest in GREA and
APDM in 2023, resulting in a combined direct and indirect interest
of 54.22% in GREA and 78.95% in APDM. GREA and APDM were treated as
joint ventures in the financial statements for the full year
results to 30 June 2023 and again for the six months ended 31
December 2023. Following final amendments to the Shareholders
Agreement, both will now be fully consolidated with effect from 1
January 2024.
In
addition to GREA’s existing income producing portfolio, the PIC
will inject $48 million of cash equity as part of the recently
announced GREA $100 million recapitalisation which will facilitate
GREA’s pipeline of development opportunities in its focus
sectors:
1.
Bora Africa, a specialist
industrial real estate vehicle, was established on 24 October 2023
when 5 Grit owned industrial assets namely Imperial, Bollore, Orbit
and three industrial land assets were transferred to the newly
established entity. Post the recent shareholder approval Bora will
shortly become a wholly owned subsidiary of GREA, who will oversee
the realisation of the development pipeline. The International
Finance Corporation, a division of the World Bank, has approved a
US$30 million subordinated notes issue by Bora Africa to fund
future pipeline and impact focused real estate
acquisitions.
-
Diplomatic Holdings Africa Ltd ("DH Africa"), a wholly owned
subsidiary of GREA, has been established as a specialist property
platform investing in diplomatic housing and other sovereign-backed
property assets in Africa. DH Africa currently holds four
diplomatic housing assets, which were internally developed or
purchased, and has several future developments which are either
under consideration or in the process of being
negotiated.
Update on the
2023 Annual General Meeting vote
At the Annual General Meeting of
the Company held on 18 December 2023, ordinary resolution 10
received the support of 71.4% of shareholder votes. The Company has
subsequently undertaken an engagement exercise with shareholders to
discuss this voting outcome, including a consultation with some of
the Company’s major shareholders on 17 January 2024 to understand
their position and perspectives. The perspectives of our major
shareholders are highly valued and have been reported to the
Board.
Changes to the
Board of Directors
Sir Sam Jonah reached retirement
age recently and accordingly withdrew himself from re-election at
the annual general meeting, that was held on the 18 December 2023.
The Board would like to express its gratitude to Sir Sam for his
meaningful contribution to Grit over the years and wishes him well
for the future, and for his retirement.
The Board welcomes Mr Nigel Nunoo,
who was appointed as an independent Non-Executive Director, with
effect from 19 December 2023. He has also been appointed as a
member of the Remuneration Committee.
Leon van de Moortele, the Group CFO
and member of the Board, who has been on medical leave since 19
December 2023, resigned from the Board today. The Board would like
to express their gratitude to Leon for the integral role he has
played in the company since its inception and his immense
dedication to navigating the complex landscape in the Pan Africa
business environment.
The Board today appoints Gareth
Schnehage as replacement Chief Financial Officer and welcomes him
to the Board of directors. Gareth is a Chartered Accountant with
over 15 years of leading roles at multinational corporations,
including extensive experience operating in African jurisdictions
and executing asset backed debt financing solutions.
Outlook
The Group continues to focus on
growing income from its portfolio of high-quality, income producing
properties and from the implementation of its Grit 2.0 revenue
strategy. The Board will continue to target the reduction of
administrative costs and implementing strategies to reduce LTV and
weighted average cost of debt to defend and grow its distributable
earnings and NAV growth.
Presentation of
financial results
The consolidated financial
statements have been prepared in accordance with IFRS as issued by
the IASB. Alternative performance measures (APMs) have also been
provided to supplement the IFRS financial statements as the
Directors believe that this adds meaningful insight into the
operations of the Group and how the Group is managed. European
Public Real Estate Association (“EPRA”) Best Practice
Recommendations have been adopted widely throughout this report and
are used within the business when considering the operational
performance of our properties. Full reconciliations between IFRS
and EPRA figures are provided in notes 16a to 16b. Other APMs used
are also reconciled below.
“Grit Proportionate Interest"
income statement, presented below, is a management measure to
assess business performance and is considered meaningful in the
interpretation of the financial results. Grit Proportionate
Interest Income Statement (including “Distributable Earnings”) are
alternative performance measures.
Distributable Earnings is utilised
to determine the maximum amount of operational earnings that would
be available for distribution as dividend to equity holders in any
financial period. This factors the various company specific impacts
of operating across several diverse jurisdictions across Africa and
the investments’ legal structures of externalising cash from these
regions. The IFRS statement of comprehensive income is adjusted for
the component income statement line items of properties held in
joint ventures and associates. This measure, in conjunction with
adjustments for non-controlling interests (for properties
consolidated by Grit, but part owned by minority partners), form
the basis of the Group’s distributable earnings build up, which is
alternatively shown in Note 16b “Distributable
earnings”.
Distributable earnings for the six
months are underpinned by NOI, fee income performance and improved
administrative cost control. The higher weighted average cost of
debt has however impacted the results and resulted in a decline of
distributable earnings of 19.1% (Distributable EPS HY24 $2.07cps vs
HY23 $2.56cps).
|
IFRS YTD
|
Extracted from
Associates
|
GRIT
Proportionate Income statement
|
Split NCI
|
GRIT Economic
Interest
|
YTD Distributable
earnings
|
|
US$'000
|
US$'000
|
US$’000
|
US$'000
|
US$'000
|
US$'000
|
Gross rental income
|
28,429
|
4,931
|
33,360
|
(4,622)
|
28,738
|
28,272
|
Property operating
expenses
|
(4,953)
|
(644)
|
(5,597)
|
1,211
|
(4,386)
|
(3,255)
|
Net operating
profit
|
23,476
|
4,287
|
27,763
|
(3,411)
|
24,352
|
25,017
|
Other income
|
108
|
6,745
|
6,853
|
(12)
|
6,841
|
6,637
|
Administration expenses
|
(7,929)
|
(3,945)
|
(11,874)
|
165
|
(11,709)
|
(10,541)
|
Net impairment charge on financial
assets
|
979
|
445
|
1,424
|
(382)
|
1,042
|
-
|
Profit / (loss)
from operations
|
16,634
|
7,532
|
24,166
|
(3,640)
|
20,526
|
21,113
|
Fair value adjustment on investment
properties
|
(19,954)
|
(403)
|
(20,357)
|
3,534
|
(16,823)
|
-
|
Fair value adjustment on
other financial asset
|
(235)
|
-
|
(235)
|
-
|
(235)
|
-
|
Fair value adjustment on derivative
financial instruments
|
(4,041)
|
-
|
(4,041)
|
-
|
(4,041)
|
-
|
Share-based payment
|
(100)
|
-
|
(100)
|
-
|
(100)
|
-
|
Share of profits from
associates
|
5,378
|
(5,378)
|
-
|
-
|
-
|
-
|
Gain on derecognition of loans and
other receivables
|
1
|
-
|
1
|
-
|
1
|
-
|
Foreign currency (losses) /
gains
|
(2,499)
|
(53)
|
(2,552)
|
297
|
(2,255)
|
-
|
Other transaction costs
|
(567)
|
-
|
(567)
|
-
|
(567)
|
-
|
Profit / (loss)
before interest and taxation
|
(5,383)
|
1,698
|
(3,685)
|
191
|
(3,494)
|
21,113
|
Interest income
|
1,514
|
1,618
|
3,132
|
(1)
|
3,131
|
3,131
|
Finance costs -
Intercompany
|
-
|
-
|
-
|
1,786
|
1,786
|
1,089
|
Finance charges
|
(19,691)
|
(2,470)
|
(22,161)
|
1,337
|
(20,824)
|
(18,361)
|
Profit / (loss)
before taxation
|
(23,560)
|
846
|
(22,714)
|
3,313
|
(19,401)
|
6,972
|
Current tax
|
(218)
|
(56)
|
(274)
|
80
|
(194)
|
(194)
|
Deferred tax
|
2,751
|
(949)
|
1,802
|
(129)
|
1,673
|
-
|
Profit / (loss)
after taxation
|
(21,027)
|
(159)
|
(21,186)
|
3,264
|
(17,922)
|
6,778
|
NCI of associates through
OCI
|
-
|
159
|
159
|
(159)
|
-
|
-
|
Total
comprehensive income / (loss)
|
(21,027)
|
-
|
(21,027)
|
3,105
|
(17,922)
|
6,778
|
VAT credits
|
|
|
|
|
|
3,176
|
Distributable
earnings
|
|
|
|
|
|
9,954
|
Financial and
Portfolio summary
The property portfolio has
continued to trade well with both leasing activity and new assets
contributing to the revenue from ongoing operations growth in the
period. The Grit Proportionate Gross rental income movements are
made up by the following:
Sector
|
Revenue
HY2023
|
Change in
ownership1
|
Other
movements2
|
Revenue
HY2024
|
%
Change
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Retail
|
8,981
|
260
|
1,009
|
10,250
|
14.1%
|
Hospitality
|
5,192
|
(2,879)
|
664
|
2,977
|
-42.7%
|
Office
|
8,903
|
19
|
128
|
9,050
|
1.7%
|
Industrial
|
3,141
|
15
|
(67)
|
3,089
|
-1.7%
|
Data Centres
|
383
|
214
|
30
|
627
|
63.7%
|
Healthcare
|
-
|
-
|
634
|
634
|
100.0%
|
Corporate Accommodation
|
6,719
|
465
|
925
|
8,109
|
20.7%
|
LLR portfolio
|
1,090
|
(1,090)
|
-
|
-
|
-100.0%
|
Corporate
|
626
|
-
|
215
|
841
|
34.3%
|
TOTAL
|
35,035
|
(2,996)
|
3,538
|
35,577
|
1.5%
|
Subsidiaries
|
26,914
|
-
|
1,515
|
28,429
|
5.6%
|
Associates
|
7,340
|
(3,461)
|
1,052
|
4,931
|
-32.8%
|
SUBTOTAL
|
34,254
|
(3,461)
|
2,567
|
33,360
|
-2.6%
|
GREA Associates 3
|
781
|
465
|
971
|
2,217
|
183.9%
|
TOTAL
|
35,035
|
(2,996)
|
3,538
|
35,577
|
1.5%
|
1
|
Change in ownership relate to the
increase in effective shareholding in GREA from 35.01% during H1
FY2023 to 54.22% during H1 FY2024 as well as the impact of the
disposal of Beachcomber Hotels International and Letlole La Rona
Limited during the previous financial year.
|
2
|
Other movements relate to the
impact of development assets brought into operation, leasing
activities and the impact of foreign exchange.
|
3
|
GREA associates include the
Diplomatic housing units located in Ethiopia and Kenya.
|
Retail
sector: Recovery in revenue
performance of AnfaPlace Mall contributed to the 14% year-on-year
increase in retail segment revenue with the leasing activity to the
Hudson Group in the prior period annualising in these results. Anfa
remains positioned for disposal and vacancy increases in January
2024 are expected to reduce by the end of 2Q 2024. The Zambian
portfolio (Kafubu, Makuba and Cosmopolitan Mall) continue to trade
well despite the volatility experienced in the Zambian Kwacha over
the past six months, re-enforcing the Boards belief in the
“services and convenience focused” retail offering as a sustainable
format for the African continent.
Hospitality
sector: Excluding the
impacts of BHI from the base (which was disposed of in 2023), the
hospitality sector enjoyed reported revenue growth of 28.7%.
Tamassa enjoyed its first EBITDA participation contributing to
lease income since the Covid pandemic, while NOI growth on the Club
Med resort was directly attributable to returns earned on the
increased capital spend on the asset.
Office
sector: The office sector is
benefiting from contributions from newly completed assets
(Precinct, Adumhah Place and Eneo) now in the portfolio. This was
supported by positive leasing activity in the Ghanaian and
Mozambique portfolios which has contributed to the revenue growth
from this segment.
Corporate
accommodation sector: The
sector exposures comprise the newly amalgamated DH Africa (consular
accommodation) and the VDE compound let to Vulcan, with the segment
reflecting the implementation of the Grit 2.0 asset recycling
strategy. The DH Africa assets reported a 13.8% growth in revenue
driven by Rosslyn Grove (Kenya) and Elevation (Ethiopia), both
newly developed compounds let predominantly to the US government,
contributing for the full reporting period. Lease renewal
discussions are currently underway for VDE corporate accommodation
compound expiring May 2024.
Bora Africa
(Light Industrial) & Data Centre sectors: Post the move of Bora to GREA, the Group
expects to combine the data sector segment within Light
Industrial. On
a combined basis the sector is demonstrating strong demand
fundamentals and positive outlook. Despite isolated tenant delays
in rental payments, which are being addressed, we remain confident
in the performance of the combined industrial and data centre
sectors.
Healthcare
sector: The Artemis Curepipe
Clinic was completed in May 2023, and is now contributing for the
full period. The hospital is tenanted to Falcon Healthcare Group
Ltd on a 15-year lease and supported with further credit
enhancement guarantees. The hospital has traded ahead of plan with
the first ever open-heart surgery on the island of Mauritius
performed there recently.
The Grit Proportionate Income
Statement is further split to produce a Grit NOI analysis by sector
as follows:
Sector
|
Opex
HY2024
|
Opex
HY2023
|
Movement
|
NOI
HY2024
|
NOI
HY2023
|
Movement
|
|
US$'000
|
USD'000
|
%
|
US$'000
|
US$'000
|
%
|
Retail
|
(3,573)
|
(3,205)
|
11.5%
|
6,677
|
5,776
|
15.6%
|
Hospitality
|
-
|
-
|
-
|
2,977
|
5,192
|
-42.7%
|
Office
|
(1,402)
|
(1,046)
|
34.0%
|
7,648
|
7,857
|
-2.7%
|
Industrial
|
(131)
|
(119)
|
10.1%
|
2,958
|
3,022
|
-2.1%
|
Data Centres
|
-
|
-
|
-
|
627
|
383
|
63.7%
|
Healthcare
|
(3)
|
|
100.0%
|
631
|
|
100.0%
|
Corporate Accommodation
|
(1,284)
|
(1,249)
|
2.8%
|
6,825
|
5,470
|
24.8%
|
LLR portfolio
|
-
|
(93)
|
-100.0%
|
-
|
997
|
-100.0%
|
Corporate3
|
565
|
237
|
138.0%
|
1,405
|
863
|
62.8%
|
TOTAL
|
(5,829)
|
(5,475)
|
6.5%
|
29,748
|
29,560
|
0.6%
|
Subsidiaries
|
(4,953)
|
(4,797)
|
3.3%
|
23,476
|
22,117
|
6.1%
|
Associates
|
(644)
|
(578)
|
11.4%
|
4,287
|
6,762
|
-36.6%
|
SUBTOTAL
|
(5,597)
|
(5,375)
|
4.1%
|
27,763
|
28,879
|
-3.9%
|
GREA Associates2
|
(232)
|
(100)
|
132.0%
|
1,985
|
681
|
191.5%
|
TOTAL
|
(5,829)
|
(5,475)
|
6.5%
|
29,748
|
29,560
|
0.6%
|
Income producing
assets
Composition of
income producing assets
|
31 Dec
2023
|
30 Jun
2023
|
|
US$'m
|
US$'m
|
Investment properties
|
615.8
|
628.8
|
Investment properties included
within ‘Investment in associates and joint ventures’
|
130,7
|
126.1
|
|
746.5
|
754.9
|
Deposits paid on investment
properties
|
4.8
|
5.9
|
Other assets included within
Investments in associates (excluding investment
property)
|
66,1
|
71.0
|
Other investments, property, plant
& equipment, Intangibles & related party loans
|
30.5
|
30.2
|
Total income
producing assets
|
847.9
|
862.0
|
Property
valuations
Reported property
values based on Grit’s proportionate share of the total property
portfolio (including joint ventures and GREA associates) decreased
by 1.02% in the period primarily due to negative fair value
movements of US$21.2 million on the property portfolio (-2.7%) as
well as the impact of foreign exchange movements amounting to
US$2.7 million. This was offset by capital expenditure on the Club
Med Skirring Resort development and developments in progress under
the GREA portfolio with a combined capital spend of US$11.4
million.
Sector
|
Property
Value
30 Jun
2023
|
Foreign exchange
movement
|
Developments and
refurbishment
|
Other
movements
|
Fair value
movement
|
Property
Value
31 Dec
2023
|
Total Valuation
Movement
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
%
|
Retail
|
212,711
|
(4,250)
|
-
|
466
|
(6,507)
|
202,420
|
(4.84%)
|
Hospitality
|
79,992
|
1,210
|
5,703
|
-
|
(2,365)
|
84,540
|
5.69%
|
Office
|
215,444
|
-
|
-
|
1,577
|
(3,186)
|
213,835
|
(0.75%)
|
Light industrial
|
79,450
|
-
|
-
|
186
|
(1,248)
|
78,388
|
(1.34%)
|
Data Centres
|
14,390
|
|
-
|
62
|
20
|
14,472
|
0.57%
|
Healthcare
|
12,227
|
125
|
-
|
1,485
|
(834)
|
13,003
|
6.35%
|
Corporate Accommodation
|
157,772
|
390
|
-
|
(627)
|
(7,824)
|
149,711
|
(5.11%)
|
GREA under construction
|
16,241
|
(3)
|
5,726
|
1,071
|
771
|
23,806
|
46.58%
|
Other
|
-
|
(122)
|
-
|
127
|
-
|
5
|
100.00%
|
TOTAL
|
788,227
|
(2,650)
|
11,429
|
4,347
|
(21,173)
|
780,180
|
(1.02%)
|
Subsidiaries
|
628,777
|
1,117
|
5,703
|
136
|
(19,954)
|
615,779
|
(2.07%)
|
Associates
|
126,104
|
(4,156)
|
5,726
|
3,420
|
(403)
|
130,691
|
3.64%
|
SUBTOTAL
|
754,881
|
(3,039)
|
11,429
|
3,556
|
(20,357)
|
746,470
|
(1.11%)
|
GREA Associates
|
33,346
|
389
|
-
|
791
|
(816)
|
33,710
|
1.09%
|
TOTAL
|
788,227
|
(2,650)
|
11,429
|
4,347
|
(21,173)
|
780,180
|
(1.02%)
|
Additional
income
US$6.8 million was recognised as
other income within the associate line in the period, predominantly
related to property development revenues earned in APDM.
Cost
control
In October 2023, the Board
committed to a net US$4.0 million reduction in reported
administrative costs. By December 2023, the Group has achieved
US1.4 million reduction in administrative costs and remains on
track to achieve the US$4.0 million target reduction by June
2024.
By 31 December 2023 annualised
ongoing administrative costs as a percentage of total income
producing assets equated to 1.9%, decreasing from 2.2% in the prior
year. The overall reduction in administrative costs was driven by
the cost optimisation initiatives implemented by the group and from
integration benefits expected from the GREA and APDM
acquisitions.
Administrative
costs
|
31 December
2023
|
31 December
2022
|
Movement
|
Movement
|
|
US$'000
|
US$'000
|
US$'000
|
%
|
Ongoing administrative
costs
|
7,929
|
9,377
|
(1,448)
|
-15.4
|
Transaction costs
|
-
|
31
|
(31)
|
-100.0
|
Total
administrative expenses
|
7,929
|
9,408
|
(1,479)
|
-15.7
|
Material finance
cost increases
The Group’s weighted average cost
of debt increased to 9.6% at the end of December 2023 from 7.5% at
the end of December 2022, which contributed to the 10.4% increase
in net finance costs during the period. The increase in funding
costs is partially shielded by annual contractual lease escalations
over the property portfolio which are predominantly linked to US
consumer price inflation. The Group has hedging instruments in
place amounting to US$200 million to mitigate the impact of
interest fluctuations.
Net finance
costs
|
31 December
2023
|
31 December
2022
|
Movement
|
Movement
|
|
US$'000
|
US$'000
|
US$'000
|
%
|
Finance costs as per statement of
profit or loss
|
19,691
|
18,210
|
1,481
|
8.1%
|
Less: Interest income as per
statement of profit or loss
|
(1,514)
|
(1,738)
|
224
|
-12.9%
|
Net finance costs
- IFRS
|
18,177
|
16,472
|
1,705
|
10.4%
|
Interest rate
risk exposure and management
The exposure to interest rate
risk at 31 December 2023 is
summarised below, and the table highlights the value of the Group’s
interest-bearing borrowings that are exposed to the base rates
indicated:
Lender
|
|
TOTAL
|
SOFR
|
EURIBOR
|
PLR1
|
FIXED
|
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
Standard Bank Group
|
|
269,972
|
220,837
|
49,135
|
-
|
-
|
State Bank of Mauritius
|
|
38,802
|
-
|
37,939
|
863
|
-
|
Investec Group
|
|
33,938
|
-
|
33,938
|
-
|
-
|
Nedbank Group
|
|
15,635
|
15,635
|
-
|
-
|
-
|
Housing Finance
Corporation
|
|
4,204
|
-
|
-
|
-
|
4,204
|
NCBA Kenya
|
|
29,484
|
29,484
|
-
|
-
|
-
|
Private Equity
|
|
4,725
|
-
|
-
|
-
|
4,725
|
International Finance
Corporation
|
|
16,100
|
16,100
|
-
|
-
|
-
|
TOTAL EXPOSURE –
IFRS
|
|
412,860
|
282,056
|
121,012
|
863
|
8,929
|
Less: Hedging instruments in
place
|
|
(200,000)
|
(200,000)
|
-
|
-
|
-
|
Less: Partner loans offsetting
group exposure
|
|
(21,034)
|
(21,034)
|
-
|
-
|
-
|
NET EXPOSURE
(AFTER HEDGING AND OTHER MITIGATING INSTRUMENTS) - IFRS
|
|
191,826
|
61,022
|
121,012
|
863
|
8,929
|
Notes
1 PLR –
Mauritius Prime Lending Rate
Including the impact of hedges and
back-to-back partner loans, the Group is 78.4% hedged on its US$
SOFR exposure but remains largely unhedged to movements in EURIBOR
and the Mauritian prime lending rate.
On 16 October 2023, interest rate
hedges over US$100.0 million notional, which gave protection
against LIBOR rates above 1.58% to 1.85%, matured. The Group
re-instated a new US$100.0 million notional interest rate hedge
from this date, with a new protection level above 4.75% against
SOFR 3-month rates. This higher level was a material contributor to
the increased WACD
A sensitivity of the Group’s
expected WACD to further movements in base rates are summarised
below:
All
debt
|
|
|
WACD
|
Movement vs
current WACD
|
At 31 December 2023 (including hedges)
|
|
|
9.62%
|
|
At 28 February 2024 (including hedges)
|
|
|
9.56%
|
0.00bps
|
+50bps
|
|
|
9.78%
|
0.22bps
|
+25bps
|
|
|
9.67%
|
0.11bps
|
-50bps
|
|
|
9.34%
|
(0.22bps)
|
-100bps
|
|
|
9.03%
|
(0.53bps)
|
-200bps
|
|
|
8.32%
|
(1.24bps)
|
Interest-bearing
borrowings movements
As at 31 December 2023, the Group had a total of
US$411.7 million in interest bearing borrowings outstanding as
compared to a total of US$396.7 million that was outstanding at the
end of the comparative period. The increase in these balances was
largely driven by the impact of net proceeds of interest-bearing
borrowings during the period that amounted to US$12.8 million
during the period as more fully described below.
Movement in
reported interest-bearing borrowings for the period
(subsidiaries)
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
|
US$'000
|
US$'000
|
Balance at the beginning of the
period
|
396,735
|
425,066
|
Proceeds of interest
bearing-borrowings
|
40,691
|
324,459
|
Loan reduced through disposal of
subsidiary
|
-
|
(19,404)
|
Loan acquired through asset
acquisition
|
-
|
4,369
|
Loan issue costs
incurred
|
(936)
|
(7,355)
|
Amortisation of loan issue
costs
|
1,625
|
3,368
|
Foreign currency translation
differences
|
1,759
|
3,561
|
Interest accrued
|
(301)
|
2,798
|
Debt settled during the
year
|
(27,862)
|
(340,127)
|
As at period
end
|
411,711
|
396,735
|
The following debt transactions
were concluded during the period under review:
•
|
Movement in the Grit Services
Limited corporate facility with NCBA Bank Kenya amounting to c.
US$12.0 million increase.
|
•
|
Refinance of Tamassa by Mara Delta
Properties Mauritius Limited, through State Bank of Mauritius
amounting to c.US$13.2 million.
|
|
Settlement of State Bank of
Mauritius corporate facility held by Grit Real Estate Income Group
Limited amounting to c.US$10.0 million.
|
•
|
Maubank corporate facility held by
Freedom Asset Management Limited of US$0.7 million was settled
during the period.
|
•
|
US$3.1 million was settled on the
RCF facility held by Girt Services Limited with the SBSA led
syndication during the period.
|
•
|
Amortisation of the Investec
facility linked to AnfaPlace Mall amounting to EUR1.5
million.
|
For more meaningful analysis, a
further breakdown is provided below to better reflect debt related
to non-consolidated associates and joint ventures. As at
31 December 2023, the Group had a
total of US$476.9 million in interest-bearing borrowings
outstanding, comprised of US$412.9 million in subsidiaries (as
reported in IFRS balance sheet) and US$64.0 million proportionately
consolidated and held within its associates and joint
ventures.
|
31 December
2023
|
30 June
2023
|
|
Debt in
Subsidiaries
|
Debt in
associates
|
Total
|
|
Debt in
Subsidiaries
|
Debt in
associates
|
Total
|
|
|
USD’000
|
USD’000
|
USD’000
|
%
|
USD’000
|
USD’000
|
USD’000
|
%
|
Standard Bank Group
|
269,972
|
30,626
|
300,598
|
63.04%
|
269,147
|
28,881
|
298,028
|
65.18%
|
State Bank of Mauritius
|
38,802
|
14,320
|
53,122
|
11.14%
|
35,361
|
2,769
|
38,130
|
8.34%
|
Investec Group
|
33,938
|
-
|
33,938
|
7.12%
|
34,722
|
-
|
34,722
|
7.59%
|
Absa Group
|
-
|
14,157
|
14,157
|
2.97%
|
-
|
14,157
|
14,157
|
3.10%
|
Afrasia Bank Limited
|
-
|
17
|
17
|
0.00%
|
-
|
21
|
21
|
0.00%
|
Nedbank Group
|
15,635
|
-
|
15,635
|
3.28%
|
15,635
|
7,772
|
23,407
|
5.12%
|
Maubank
|
-
|
-
|
-
|
0.00%
|
712
|
-
|
712
|
0.16%
|
Housing Finance
Corporation
|
4,204
|
-
|
4,204
|
0.88%
|
4,369
|
-
|
4,369
|
0.96%
|
SBI (Mauritius) Ltd
|
-
|
1,987
|
1,987
|
0.42%
|
-
|
2,078
|
2,078
|
0.45%
|
Cooperative Bank of
Oromia
|
-
|
2,894
|
2,894
|
0.61%
|
-
|
3,303
|
3,303
|
0.72%
|
NCBA Bank Kenya
|
29,484
|
-
|
29,484
|
6.18%
|
17,500
|
-
|
17,500
|
3.83%
|
Private Equity
|
4,725
|
-
|
4,725
|
0.99%
|
4,725
|
-
|
4,725
|
1.03%
|
International Finance
Corporation
|
16,100
|
-
|
16,100
|
3.38%
|
16,100
|
-
|
16,100
|
3.52%
|
TOTAL BANK
DEBT
|
412,860
|
64,001
|
476,861
|
100.00%
|
398,271
|
58,981
|
457,252
|
100.00%
|
Interest accrued
|
7,424
|
|
|
|
7,725
|
|
|
|
Unamortised loan issue
costs
|
(8,573)
|
|
|
|
(9,261)
|
|
|
|
As at 30
June
|
411,711
|
|
|
|
396,735
|
|
|
|
Group
LTV
The Group LTV as at 31 December 2023 is 47.6% as compared to
44.8% at 30 June 2023. The increase in Group LTV is due to an
increase in the overall net debt position and a reduction in
investment property values driven by fair value movements processed
during the period.
Net Asset Value
and EPRA Net Realisable Value
Further reconciliations and details
of EPRA earnings per share and other metrics are provided in notes
16a to 16b.
NET REINSTATEMENT
VALUE (“NRV”) EVOLUTION
|
US$'000
|
US$
cps
|
June 2023 as reported – IFRS
NRV
|
300,650
|
62.60
|
Derivative financial
instruments
|
789
|
0.20
|
Deferred Tax on
Properties
|
48,217
|
10.00
|
EPRA NRV at 30
Jun 2023
|
349,656
|
72.80
|
Cash Profits
|
7,325
|
1.53
|
Portfolio valuations
|
(20,357)
|
(4.24)
|
Other fair value
adjustments
|
(4,276)
|
(0.89)
|
Other non-cash items (including
non-controlling interest)
|
1,298
|
0.27
|
Movement in Foreign Currency
Translation reserve
|
(3,685)
|
(0.77)
|
Movement other equity
instruments
|
(2,798)
|
(0.58)
|
EPRA NRV at 31
Dec 2023
|
327,163
|
68.12
|
Deferred Tax on
Properties
|
(46,921)
|
(9.78)
|
Derivative financial
instruments
|
(4,394)
|
(0.91)
|
IFRS NRV at 31
Dec 2023
|
275,848
|
57.43
|
Dividend
An interim dividend per share of
US$1.50 cents has been declared for the six-month period ending 31
December 2023, paid from distributable cash earnings.
Bronwyn
Knight
Chief Executive Officer
|
28 February 2024
PRINCIPAL RISKS
AND UNCERTAINTIES
Grit has a detailed risk management
framework in place that is reviewed annually and duly approved by
the Risk Committee and the Board. Through this risk management
framework, the Company has developed and implemented appropriate
frameworks and effective processes for the sound management of
risk.
The principal risks and
uncertainties facing the Group as at 30 June 2023 are set out on
pages 54 to 57 of the 2023 Integrated Annual Report together with
the respective mitigating actions and potential consequences to the
Group’s performance in terms of achieving its objectives. These
principal risks are not an exhaustive list of all risks facing the
Group but are a snapshot of the Company’s main risk profile as at
year end.
The Board has reviewed the
principal risks and existing mitigating actions in the context of
the second half of the current financial year. The Board believes
there has been no material change to the risk categories and are
satisfied that the existing mitigation actions remain appropriate
to manage them.
STATEMENT OF
DIRECTORS RESPONSIBILITIES IN RESPECT OF THE FINANCIAL
STATEMENTS
The directors confirm that the
abridged consolidated half year financial statements have been
prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as
issued by the International Accounting Standards Board (“IASB”) and
that the half year management report includes a fair review of the
information required by the Disclosure Guidance and Transparency
Rules (“DTR”) 4.2.7R and DTR 4.2.8R, namely:
•
|
Important events that have occurred
during the first six months and their impact on the abridged set of
half year unaudited financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
|
•
|
Material related party transactions
in the first six months and a fair review of any material changes
in the related party transactions described in the last Annual
Report.
|
The maintenance and integrity of
the Grit website are the responsibility of the
directors.
Legislation in
Guernsey governing the preparation and dissemination of financial
statements may differ from the legislation in other jurisdictions.
The directors of the Group are listed in its Annual Report for the
year ended 30 June 2023. A list of current directors is maintained
on the Grit website: www.grit.group.
On behalf of the Board
Bronwyn
Knight
|
Chief Executive Officer
|
ABRIDGED
CONSOLIDATED STATEMENT OF INCOME STATEMENT
|
|
Unaudited
six months
ended
31 Dec
2023
|
Unaudited
six months
ended
31 Dec
2022
|
|
Notes
|
US$'000
|
US$'000
|
Gross property income
|
9
|
28,429
|
26,914
|
Property operating
expenses
|
|
(4,953)
|
(4,797)
|
Net property
income
|
|
23,476
|
22,117
|
Other income
|
|
108
|
120
|
Administrative expenses
|
|
(7,929)
|
(9,408)
|
Net reversal on financial
assets
|
|
979
|
903
|
Profit from
operations
|
|
16,634
|
13,732
|
Fair value adjustment on investment
properties
|
|
(19,954)
|
3,139
|
Fair value adjustment on other
financial liability
|
|
(235)
|
-
|
Fair value adjustment on other
financial asset
|
|
-
|
47
|
Fair value adjustment on derivative
financial instruments
|
|
(4,041)
|
(1,007)
|
Share-based payment
expense
|
|
(100)
|
(413)
|
Loss on extinguishment of
loans
|
|
-
|
(1,166)
|
Share of profits from associates
and joint ventures
|
3
|
5,378
|
12,008
|
Loss on disposal of interest in
associate
|
|
-
|
(295)
|
Loss on derecognition of loans and
other receivables
|
|
1
|
-
|
Foreign currency losses
|
|
(2,499)
|
(3,381)
|
Other transaction costs
|
|
(567)
|
-
|
(Loss)/ Profit
before interest and taxation
|
|
(5,383)
|
22,664
|
Interest income
|
10
|
1,514
|
1,738
|
Finance costs
|
11
|
(19,691)
|
(18,210)
|
(Loss)/ Profit
for the period before taxation
|
|
(23,560)
|
6,192
|
Taxation
|
|
2,533
|
(2,587)
|
(Loss)/ Profit
for the period after taxation
|
|
(21,027)
|
3,605
|
|
|
|
|
(Loss)/ Profit
attributable to:
|
|
|
|
Equity shareholders
|
|
(18,542)
|
4,741
|
Non-controlling
interests
|
|
(2,485)
|
(1,136)
|
|
|
(21,027)
|
3,605
|
|
|
|
|
Basic and diluted earnings per
share (cents)
|
13
|
(3.85)
|
0.98
|
ABRIDGED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
Unaudited
six months
ended
31 Dec
2023
|
Unaudited
six months
ended
31 Dec
2022
|
|
US$'000
|
US$'000
|
(Loss)/ Profit for the
year
|
(21,027)
|
3,605
|
Exchange differences on translation
of foreign operations
|
508
|
(257)
|
Share of other comprehensive
expense of associates and joint ventures
|
(4,164)
|
(1,207)
|
Other comprehensive expense that
may be reclassified to profit or loss
|
(3,656)
|
(1,464)
|
Total
comprehensive (expense)/ income relating to the period
|
(24,683)
|
2,141
|
|
|
|
Total
comprehensive (expense)/ income attributable to:
|
|
|
Owners of the parent
|
(22,227)
|
3,495
|
Non-controlling
interests
|
(2,456)
|
(1,354)
|
|
(24,683)
|
2,141
|
ABRIDGED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
Unaudited as
at
31 Dec
2023
|
Audited as
at
30 Jun
2023
|
Unaudited as
at
31 Dec
2022
|
|
Notes
|
US$'000
|
US$'000
|
US$'000
|
Assets
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Investment properties
|
2
|
615,779
|
628,777
|
609,016
|
Deposits paid on investment
properties
|
2
|
4,799
|
5,926
|
10,867
|
Property, plant, and
equipment
|
|
4,094
|
4,490
|
2,095
|
Intangible assets
|
|
308
|
433
|
561
|
Other investments
|
|
3
|
-
|
1
|
Investments in associates and joint
ventures
|
3
|
196,870
|
197,094
|
212,317
|
Related party loans
receivable
|
|
129
|
92
|
1,313
|
Other loans receivable
|
4
|
21,332
|
21,005
|
-
|
Derivative financial
instruments
|
|
-
|
91
|
-
|
Trade and other
receivables
|
5
|
3,500
|
3,448
|
1,829
|
Deferred tax
|
|
13,176
|
12,578
|
12,698
|
Total non-current
assets
|
|
859,990
|
873,934
|
850,697
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Trade and other
receivables
|
5
|
22,333
|
18,578
|
31,760
|
Current tax receivable
|
|
3,585
|
3,389
|
2,070
|
Related party loans
receivable
|
|
882
|
751
|
988
|
Other loans receivable
|
4
|
-
|
-
|
34,477
|
Derivative financial
instruments
|
|
18
|
1,828
|
3,003
|
Cash and cash
equivalents
|
|
6,776
|
9,207
|
12,580
|
Total current
assets
|
|
33,594
|
33,753
|
84,878
|
Total
assets
|
|
893,584
|
907,687
|
935,575
|
|
|
|
|
|
Equity and
liabilities
|
|
|
|
|
Total equity
attributable to ordinary shareholders
|
|
|
|
|
Ordinary share capital
|
|
535,694
|
535,694
|
535,694
|
Treasury shares reserve
|
|
(16,306)
|
(16,306)
|
(16,212)
|
Foreign currency translation
reserve
|
|
(4,074)
|
(389)
|
(5,666)
|
Accumulated losses
|
|
(239,466)
|
(218,349)
|
(180,515)
|
Equity
attributable to owners of the Company
|
|
275,848
|
300,650
|
333,301
|
Preference share capital
|
6
|
32,615
|
31,596
|
30,577
|
Perpetual preference
notes
|
7
|
28,606
|
26,827
|
26,289
|
Non-controlling
interests
|
|
(27,948)
|
(25,456)
|
(25,675)
|
Total
equity
|
|
309,121
|
333,617
|
364,492
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Redeemable preference
shares
|
|
13,308
|
12,849
|
12,840
|
Proportional shareholder
loans
|
|
33,259
|
35,733
|
40,989
|
Interest-bearing
borrowings
|
8
|
355,149
|
318,453
|
371,549
|
Lease liabilities
|
|
700
|
3,335
|
750
|
Derivative financial
instruments
|
|
1,412
|
1,425
|
2,976
|
Related party loans
payable
|
|
8,507
|
7,195
|
1,454
|
Deferred tax liability
|
|
49,805
|
51,933
|
51,480
|
Total non-current
liabilities
|
|
462,140
|
430,923
|
482,038
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Interest-bearing
borrowings
|
8
|
56,562
|
78,282
|
38,268
|
Lease liabilities
|
|
3,140
|
1,265
|
589
|
Trade and other payables
|
|
43,658
|
46,366
|
31,269
|
Current tax payable
|
|
365
|
717
|
1
|
Derivative financial
instruments
|
|
3,001
|
1,284
|
-
|
Related party loans
payable
|
|
-
|
-
|
1
|
Other financial
liabilities
|
|
13,593
|
13,358
|
16,983
|
Bank overdrafts
|
|
2,004
|
1,875
|
1,934
|
Total current
liabilities
|
|
122,323
|
143,147
|
89,045
|
Total
liabilities
|
|
584,463
|
574,070
|
571,083
|
Total equity and
liabilities
|
|
893,584
|
907,687
|
935,575
|
ABRIDGED
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
Unaudited
six months
ended
31 Dec
2023
|
Unaudited
six months
ended
31 Dec
2022
|
|
Notes
|
US$'000
|
US$'000
|
Cash generated
from operations
|
|
|
|
(Loss) / profit
for the year before taxation
|
|
(23,560)
|
6,192
|
Adjusted
for:
|
|
|
|
Depreciation and
amortisation
|
|
766
|
282
|
Interest income
|
10
|
(1,514)
|
(1,738)
|
Share of profits from associates
and joint ventures
|
3
|
(5,378)
|
(12,008)
|
Finance costs
|
11
|
19,691
|
18,210
|
IFRS 9 charges/
(credits)
|
|
(1)
|
(481)
|
Foreign currency losses
|
|
2,499
|
3,381
|
Straight-line rental income
accrual
|
|
(166)
|
(186)
|
Amortisation of lease
premium
|
|
114
|
708
|
Share based payment
expense
|
|
100
|
413
|
Loss on disposal of interest in
associate
|
|
-
|
295
|
Loss on extinguishment on
loan
|
|
-
|
1,166
|
Fair value adjustment on investment
properties
|
2
|
19,954
|
(3,139)
|
Fair value adjustment on other
financial liability
|
|
235
|
(47)
|
Fair value adjustment on derivative
financial instruments
|
|
4,041
|
1,007
|
Other transaction costs
|
|
567
|
-
|
|
|
17,348
|
14,055
|
Changes to
working capital
|
|
|
|
Movement in trade and other
receivables
|
|
1,527
|
(1,815)
|
Movement in trade and other
payables
|
|
(10,920)
|
248
|
Cash generated
from operations
|
|
7,955
|
12,488
|
Taxation paid
|
|
(385)
|
(1,814)
|
Net cash
generated from operating activities
|
|
7,570
|
10,674
|
|
|
|
|
Cash (utilised
in)/ generated from investing activities
|
|
|
|
Acquisition of, and additions to
investment properties
|
2
|
(7,000)
|
(2,875)
|
Deposits received/ (paid) on
investment properties
|
2
|
1,188
|
(2,558)
|
Additions to property, plant, and
equipment
|
|
(102)
|
(184)
|
Additions to intangible
assets
|
|
(52)
|
-
|
Acquisition of associates and joint
ventures
|
|
-
|
(19,440)
|
Proceeds from partial disposal of
associates and joint ventures
|
|
-
|
5,102
|
Dividends and interest received
from associates and joint ventures
|
|
-
|
21,337
|
Interest received
|
|
-
|
1,739
|
Proceeds from partial disposal of
investment in subsidiaries
|
|
-
|
1
|
Related party loans
received
|
|
-
|
1,488
|
Other loans advanced
|
|
-
|
(2,189)
|
Proportional shareholder loans
repayments from associates and joint ventures
|
3
|
1,382
|
1,507
|
Proceeds from proportional
shareholder loans
|
|
-
|
14,273
|
Other loans repayment
received
|
|
-
|
4,378
|
Net cash
(utilised in)/ generated from investing activities
|
|
(4,584)
|
22,579
|
Proportional shareholder loans
repaid
|
|
(2,135)
|
-
|
Receipt from derivative
instrument
|
|
2,126
|
-
|
Ordinary dividends paid
|
|
-
|
(7,377)
|
Perpetual preferences note dividend
paid
|
|
-
|
(1,228)
|
Proceeds from interest bearing
borrowings
|
8
|
40,691
|
280,707
|
Settlement of interest-bearing
borrowings
|
8
|
(27,862)
|
(293,325)
|
Finance costs
|
|
(17,765)
|
(17,137)
|
Loan issue costs
incurred
|
|
-
|
(7,939)
|
Payments of leases
|
|
(300)
|
(70)
|
Net cash utilised
in financing activities
|
|
(5,245)
|
(46,369)
|
Net movement in
cash and cash equivalents
|
|
(2,259)
|
(13,116)
|
Cash at the beginning of the
year
|
|
7,332
|
24,146
|
Effect of foreign exchange
rates
|
|
(301)
|
(384)
|
Total cash and
cash equivalents at the end of the period
|
|
4,772
|
10,646
|
|
|
|
|
Total cash and
cash equivalents comprise of:
|
|
|
|
Cash and cash
equivalents
|
|
6,776
|
12,580
|
Less: Bank overdrafts
|
|
(2,004)
|
(1,934)
|
Total cash and
cash equivalents at the end of the period
|
|
4,772
|
10,646
|
CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
|
Ordinary share
capital
|
Treasury shares
reserve
|
Foreign currency
translation reserve
|
Antecedent
Dividend reserve
|
Accumulated
losses
|
Preference share
capital
|
Perpetual
preference notes
|
Non-controlling
interests
|
Total
Equity
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
Balance as at 1
July 2022
|
535,694
|
(16,212)
|
(5,191)
|
-
|
(177,990)
|
29,558
|
25,741
|
(22,224)
|
369,376
|
Profit / (loss) for the
year
|
-
|
-
|
-
|
-
|
(23,631)
|
-
|
-
|
(1,942)
|
(25,573)
|
Other comprehensive income for the
year
|
-
|
-
|
1,436
|
-
|
86
|
-
|
-
|
311
|
1,833
|
Total comprehensive income /
(expense)
|
-
|
-
|
1,436
|
-
|
(23,545)
|
-
|
-
|
(1,631)
|
(23,740)
|
Share based payments
|
-
|
-
|
-
|
-
|
354
|
-
|
-
|
-
|
354
|
Share of other changes in equity of
joint venture
|
-
|
-
|
-
|
-
|
7,474
|
-
|
-
|
-
|
7,474
|
Ordinary dividends
declared
|
-
|
-
|
-
|
-
|
(19,188)
|
-
|
-
|
-
|
(19,188)
|
Treasury shares
|
-
|
(94)
|
-
|
-
|
-
|
-
|
-
|
-
|
(94)
|
Preferred dividend accrued on
perpetual notes
|
-
|
-
|
-
|
-
|
(3,529)
|
-
|
1,086
|
-
|
(2,443)
|
Preferred dividend accrued on
preference shares
|
-
|
-
|
-
|
-
|
(2,038)
|
2,038
|
-
|
-
|
-
|
Transaction with non-controlling
interests without change in control
|
-
|
-
|
-
|
-
|
(796)
|
-
|
-
|
796
|
-
|
Reclassification of foreign
currency translation reserve on sale of interest in
subsidiary
|
-
|
-
|
75
|
-
|
-
|
-
|
-
|
-
|
75
|
Acquisition of subsidiary with own
equity shares
|
-
|
-
|
-
|
-
|
(604)
|
-
|
-
|
-
|
(604)
|
Acquisition of additional interest
in joint venture with own equity shares
|
-
|
-
|
-
|
-
|
(884)
|
-
|
-
|
-
|
(884)
|
Reclassification of foreign
currency translation reserve on sale of associates
|
-
|
-
|
3,291
|
-
|
-
|
-
|
-
|
-
|
3,291
|
Dividends distributable to
non-controlling shareholders
|
-
|
-
|
-
|
-
|
2,397
|
-
|
-
|
(2,397)
|
-
|
Balance as at 30
June 2023 (audited)
|
535,694
|
(16,306)
|
(389)
|
-
|
(218,349)
|
31,596
|
26,827
|
(25,456)
|
333,617
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1
July 2022
|
535,694
|
(16,212)
|
(5,191)
|
-
|
(177,990)
|
29,558
|
25,741
|
(22,224)
|
369,376
|
Profit / (Loss) for the
period
|
-
|
-
|
-
|
-
|
4,741
|
-
|
-
|
(1,136)
|
3,605
|
Other comprehensive expense for the
period
|
-
|
-
|
(1,246)
|
-
|
-
|
-
|
-
|
(218)
|
(1,464)
|
Total comprehensive (expense) /
income
|
-
|
-
|
(1,246)
|
-
|
4,741
|
-
|
-
|
(1,354)
|
2,141
|
Share based payments
|
-
|
-
|
-
|
-
|
413
|
-
|
-
|
-
|
413
|
Share of other changes in equity of
associate
|
-
|
-
|
-
|
-
|
2,620
|
-
|
-
|
-
|
2,620
|
Reclassification of foreign
currency translation reserve on part sale of interests in
associate
|
-
|
-
|
771
|
-
|
-
|
-
|
-
|
-
|
771
|
Preferred dividend accrued on
preference shares
|
-
|
-
|
-
|
-
|
(1,019)
|
1,019
|
-
|
-
|
-
|
Preferred dividend accrued on
perpetual notes
|
-
|
-
|
-
|
-
|
(1,779)
|
-
|
548
|
-
|
(1,231)
|
Ordinary dividends paid
|
-
|
-
|
-
|
-
|
(9,599)
|
-
|
-
|
-
|
(9,599)
|
Transaction with non-controlling
interests without change in control
|
-
|
-
|
-
|
-
|
(299)
|
-
|
-
|
300
|
1
|
Dividends distributable to
non-controlling shareholders
|
-
|
-
|
-
|
-
|
2,397
|
-
|
-
|
(2,397)
|
-
|
Balance as at 31
December 2022 (unaudited)
|
535,694
|
(16,212)
|
(5,666)
|
-
|
(180,515)
|
30,577
|
26,289
|
(25,675)
|
364,492
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1
July 2023
|
535,694
|
(16,306)
|
(389)
|
-
|
(218,349)
|
31,596
|
26,827
|
(25,456)
|
333,617
|
Loss for the period
|
-
|
-
|
-
|
-
|
(18,542)
|
-
|
-
|
(2,485)
|
(21,027)
|
Other comprehensive (expense) /
income for the period
|
-
|
-
|
(3,685)
|
-
|
-
|
-
|
-
|
29
|
(3,656)
|
Total comprehensive
expense
|
-
|
-
|
(3,685)
|
-
|
(18,542)
|
-
|
-
|
(2,456)
|
(24,683)
|
Share based payments
|
-
|
-
|
-
|
-
|
100
|
-
|
-
|
-
|
100
|
Preferred dividend accrued on
perpetual notes
|
-
|
-
|
-
|
-
|
(1,779)
|
-
|
1,779
|
-
|
-
|
Preferred dividend accrued on
preference shares
|
-
|
-
|
-
|
-
|
(1,019)
|
1,019
|
-
|
-
|
-
|
Other movement in equity
|
-
|
-
|
-
|
-
|
123
|
-
|
-
|
(36)
|
87
|
Balance as at 31
December 2023 (unaudited)
|
535,694
|
(16,306)
|
(4,074)
|
-
|
(239,466)
|
32,615
|
28,606
|
(27,948)
|
309,121
|
NOTES TO THE
FINANCIAL STATEMENTS
1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies
applied in the preparation of this abridged consolidated financial
statements are set out below.
1.1 Basis
of preparation
The unaudited abridged consolidated
financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as issued by the
IASB, interpretations issued by the IFRS Interpretations Committee
(IFRIC); the Financial Pronouncements as issued by Financial
Reporting Standards Council and the LSE and SEM Listings Rules. The
unaudited abridged consolidated financial statements have been
prepared on the going-concern basis and were approved for issue by
the Board on 27 February 2024.
Going
Concern
The directors are required to
consider an assessment of the Group's ability to continue as a
going concern when producing the interim abridged unaudited
consolidated financial statements.
The Directors are of the opinion
that after reconsideration of the items highlighted in the
Integrated Annual Report published on 31st
October 2023 (see page 91), the
risks assessed are being managed and the Group continues to perform
within the parameters of the going concern models prepared. The
directors therefore concluded that it remains appropriate to
prepare the financial statements on a going concern
basis.
Functional and
presentation currency
The abridged unaudited consolidated
half year financial statements are prepared and are presented in
United States Dollars (US$). Amounts are rounded to the nearest thousand,
unless otherwise stated. Some of the underlying subsidiaries and
associates have functional currencies other than the US$. The
functional currency of those entities reflects the primary economic
environment in which they operate.
Presentation of
alternative performance measures
The Group presents certain
alternative performance measures on the face of the income
statement. Revenue is shown on a disaggregated basis, split between
gross rental income and the straight-line rental income accrual.
Additionally, if applicable, the total fair value adjustment on
investment properties is presented on a disaggregated basis to show
the impact of contractual receipts from vendors separately from
other fair value movements. These are non-IFRS measures and
supplement the IFRS information presented. The directors believe
that the presentation of this information provides useful insight
to users of the financial statements and assists in reconciling the
IFRS information to industry wide EPRA metrics.
1.2 Segmental
reporting
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker
is a person or group that is responsible for allocating resources
and assessing the performance of the operating segments. The Group
has chosen the board as its chief operating decision-maker as it is
the board that makes the Group's strategic decisions. Each
operating entity has its own segmental and geographical allocation,
and it is not allocated to more than one sector. Depreciation and
amortization are not shown separately due to the immaterial nature
thereof.
1.3 Significant
accounting judgements, estimates and assumptions
The preparation of these abridged
consolidated half year financial statements in conformity with IFRS
requires the use of accounting estimates which by definition will
seldom equal the actual results. Management also needs to exercise
judgement in applying the group's accounting policies. Estimates
and judgements are continually evaluated. They are based on
historical experience and other factors, including expectation of
future events that may have a monetary impact on the entity and
that are believed to be reasonable under the
circumstances.
Significant
Judgements
In the process of applying the
Group’s accounting policies, management has made the following
judgements.
Historical
significant judgements which continue to affect the financial
statements
Unconsolidated
structured entity
Drive in Trading (DiT), a B-BBEE
consortium, secured a facility of US$33.4 million from the Bank of
America N.A (UK Branch) (“BoAML”) to finance its investment in
Grit. The BoAML facility was granted to DiT after South Africa’s
Government Employees Pension Fund (GEPF), represented by Public
Investment Corporation SOC Limited (“PIC”), provided a guarantee to
BoAML in the form of a Contingent Repurchase Obligation (“CRO”) for
up to US$35 million. The terms of the CRO oblige PIC to acquire the
loan granted to DiT should DiT default under the BoAML
facility.
In order to facilitate the above,
the Group agreed to de-risk 50% of PIC’s US$35 million exposure to
the CRO, by granting PIC a guarantee whereby should BoAML enforce
the CRO, the Group would indemnify PIC for up to 50% of the losses,
capped at US$17.5 million, following the sale of the underlying
securities, being the shares held by DiT in Grit.
Given the unusual structure of the
transaction, the Group has determined that DiT has limited and
predetermined activities and can be considered a structured entity
under IFRS 12 as the design and purpose of DiT was to fund Grit
rights issue and at the same time enable Grit to obtain B-BBEE
credentials.
As the Group does not have both,
power to direct the activities of DiT and an exposure to variable
returns, the Group has exercised judgement on not to consolidate
DiT but instead treat it as an unconsolidated structured entity due
to DiT being a related party.
Freedom
Asset Management (FAM) as a subsidiary
The Group has considered Freedom
Asset Management (FAM) to be its subsidiary for consolidation
purposes due to the Group’s implied control of FAM, as the Group
has ability to control the variability of returns of FAM and has
the ability to affect returns through its power to direct the
relevant activities of FAM. The Group does not own any interest in
FAM however it has exposure to returns from its involvement in
directing the activities of FAM.
Grit
Executive Share Trust (GEST) as a subsidiary
The Group has considered Grit
Executive Share Trust (GEST) to be its subsidiary for consolidation
purposes due to the Group’s implied control of GEST, as the Group’s
ability to appoint the majority of the trustees and to control the
variability of returns of GEST. The Group does not own any interest
in GEST but is exposed to the credit risk and losses of (GEST) as
the Group shall bear any losses sustained by GEST and shall be
entitled to receive and be paid any profits made in respect of the
purchase, acquisition, sale or disposal of unawarded shares in the
instance where shares revert back to GEST.
Grit
Executive Share Trust II (GEST II) as a subsidiary
During the financial year 2023,
Grit Executive Share Trust II has been incorporated to act as trust
for the new long term incentive plan of the Group. The trust will
hold Grit shares to service the new scheme when the shares will
vest to the employees in the future. The corporate set-up of GEST
II is like GEST and the Group has considered the latter to be a subsidiary
due to the implied control that the Group has over it.
New significant
judgements made during the current reporting period
African
Development Managers Limited (“APDM”) accounted for as joint
venture
The shareholders of APDM signed an
amended shareholder agreement that changes the shareholder rights
that existed in the legacy shareholder agreement. The most notable
change to the agreement is that future decisions that are taken by
the Investment Committee of APDM will require a simple majority to
be implemented as compared to a seventy-five-percent threshold that
was previously required. The Group has the right to appoint four
out of seven members to the investment committee. Following the
implementation of the amended shareholder agreement the Group can
exercise control over the Investment Committee of APDM.
APDM was previously accounted for
as a joint venture by the Group, despite having a majority
shareholding in APDM. In preparing the abridged consolidated
financial statements as at 31 December 2023, the directors
exercised judgement in determining APDM accounting treatment and
concluded that APDM continue to be treated as a joint venture for
the reporting period ended 31 December 2023, with consolidation
being adopted with effect from 1 January 2024, which is deemed to
be the date on which the rights associated with the changes made to
the amended shareholder agreement, and which transfers control to
the Group, being implemented.
Gateway Real
Estate Africa Limited (“GREA”) accounted for as joint
venture
The shareholders of GREA signed an
amended shareholder agreement that changes the shareholder rights
that existed in the legacy shareholder agreement. The most notable
change to the agreement is that future decisions that are taken by
the Board of Directors of GREA will require a simple majority to be
implemented as compared to a seventy-five-percent threshold that
was previously required. The changes in the shareholder agreement
provide for the Group to appoint four out of seven board members.
Following the implementation of the amended shareholder agreement
the Group can exercise control over the GREA board of
directors.
GREA was previously accounted for
as a joint venture by the Group, despite having a majority
shareholding in GREA. In preparing the abridged consolidated
financial statements as at 31 December 2023, the directors
exercised judgement in determining GREA’s accounting treatment and
concluded that GREA continue to be treated as a joint venture for
the reporting period ended 31 December 2023, with consolidation
being adopted with effect from 1 January 2024, which is deemed to
be the date on which the rights associated with the changes made to
the amended shareholder agreement, and which transfers control to
the Group, being implemented.
Significant
Estimates
The principal areas where such
estimations have been made are:
Fair value
of investment properties
The fair value of investment
properties is determined using a combination of the discounted cash
flows method and the income capitalisation valuation method, using
assumptions that are based on market conditions existing at the end
of the relevant reporting date. For further details on the
valuation method, judgements and assumptions made, refer to note
2.
Taxation
Judgements and estimates are
required in determining the provision for income taxes due to the
complexity of legislation. There are many transactions and
calculations for which the ultimate tax determination is uncertain
during the ordinary course of business. The Group recognises
liabilities for anticipated tax inspection issues in the
jurisdictions in which it operates based on estimates of whether
additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recorded,
such differences will impact the income tax and deferred tax
provisions in the year in which such determination is
made.
The Group recognises the net future
tax benefit related to deferred income tax assets to the extent
that it is probable that the deductible temporary differences will
reverse in the foreseeable future. Assessing the recoverability of
deferred tax assets requires the Group to make significant
estimates related to expectations of future taxable income.
Estimates of future taxable income are based on forecast cash flows
from operations and the application of existing tax laws in each
relevant jurisdiction. To the extent that future cash flows and
taxable income differ significantly from estimates, the ability of
the Group to realise the net deferred tax assets recorded at the
end of the reporting period could be impacted.
2. INVESTMENT
PROPERTIES
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
|
US$'000
|
US$'000
|
Net carrying
value of properties
|
615,779
|
628,777
|
|
|
|
Movement for the
year excluding straight-line rental income accrual, lease incentive
and right of use of land
|
|
|
Investment property at the
beginning of the year
|
611,854
|
588,229
|
Transfer from associate on step up
to subsidiary
|
-
|
11,036
|
Reduction in property value on
asset acquisition
|
-
|
(1,207)
|
Other capital expenditure and
construction
|
7,000
|
13,683
|
Foreign currency translation
differences
|
(38)
|
4,221
|
Revaluation of properties at end of
year
|
(19,954)
|
(4,108)
|
As at period
end
|
598,862
|
611,854
|
|
|
|
Reconciliation to
consolidated statement of financial position and
valuations
|
|
|
Carrying value of investment
properties excluding right of use of land, lease incentive and
straight-line income accrual
|
598,862
|
611,854
|
Right of use of land
|
6,565
|
6,599
|
Lease incentive
|
3,169
|
3,311
|
Straight-line rental income
accrual
|
7,183
|
7,013
|
Total valuation
of properties
|
615,779
|
628,777
|
Lease incentive
asset included in investment property
In accordance with IFRS 16, rental
income is recognised in the Group income statement on a
straight-line basis over the lease term. This includes the effect
of lease incentives given to tenants. The Group has granted lease
incentives to tenants (in the form of rent-free periods). The
result is a receivable balance included within investment property
in the balance sheet as those are balances that must be considered
when reconciling to valuation figures to prevent double counting of
assets. This balance is subject to impairment testing under IFRS 9
using the simplified approach to expected credit loss of IFRS
9.
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
|
US$'000
|
US$'000
|
Lease incentive receivables before
impairment
|
3,714
|
3,856
|
Impairment of lease incentive
receivables
|
(545)
|
(545)
|
Net lease
incentive included within investment property
|
3,169
|
3,311
|
Summary of
valuations by reporting date
|
Most recent
independent valuation date
|
Valuer (for the
most recent valuation)
|
Sector
|
Country
|
As at
31 Dec
2023
US$'000
|
As at
30 Jun
2023
US$'000
|
Commodity House Phase I
|
31-Dec-23
|
Directors' valuation
|
Office
|
Mozambique
|
54,209
|
54,094
|
Commodity House Phase II
|
31-Dec-23
|
Directors' valuation
|
Office
|
Mozambique
|
19,494
|
19,727
|
Hollard Building
|
31-Dec-23
|
Directors' valuation
|
Office
|
Mozambique
|
20,676
|
20,847
|
Vodacom Building
|
31-Dec-23
|
Directors' valuation
|
Office
|
Mozambique
|
51,870
|
53,362
|
Zimpeto Square
|
31-Dec-23
|
Directors' valuation
|
Retail
|
Mozambique
|
3,344
|
3,303
|
Bollore Warehouse
|
31-Dec-23
|
Directors' valuation
|
Light industrial
|
Mozambique
|
10,104
|
10,770
|
Anfa Place Mall
|
31-Dec-23
|
Directors' valuation
|
Retail
|
Morocco
|
67,302
|
73,357
|
Tamassa Resort
|
31-Dec-23
|
Directors' valuation
|
Hospitality
|
Mauritius
|
55,955
|
54,674
|
VDE Housing Compound
|
31-Dec-23
|
Directors' valuation
|
Corporate accommodation
|
Mozambique
|
45,052
|
50,238
|
Imperial Distribution
Centre
|
31-Dec-23
|
Directors' valuation
|
Light industrial
|
Kenya
|
20,019
|
20,210
|
Mara Viwandani
|
31-Dec-23
|
Directors' valuation
|
Light industrial
|
Kenya
|
2,330
|
2,330
|
Buffalo Mall
|
31-Dec-23
|
Directors' valuation
|
Retail
|
Kenya
|
10,275
|
11,036
|
Mall de Tete
|
31-Dec-23
|
Directors' valuation
|
Retail
|
Mozambique
|
13,478
|
13,675
|
Acacia Estate
|
31-Dec-23
|
Directors' valuation
|
Corporate accommodation
|
Mozambique
|
70,949
|
73,120
|
5th Avenue
|
31-Dec-23
|
Directors' valuation
|
Office
|
Ghana
|
15,785
|
16,066
|
Capital Place
|
31-Dec-23
|
Directors' valuation
|
Office
|
Ghana
|
20,480
|
20,470
|
Mukuba Mall
|
31-Dec-23
|
Directors' valuation
|
Retail
|
Zambia
|
59,937
|
60,040
|
Orbit Complex
|
31-Dec-23
|
Directors' valuation
|
Light industrial
|
Kenya
|
39,293
|
39,470
|
Tatu Warehouse- Tip 1
|
31-Dec-23
|
Directors' valuation
|
Light industrial
|
Kenya
|
6,642
|
6,670
|
Club Med Cap Skirring
Resort
|
31-Dec-23
|
Directors' valuation
|
Hospitality
|
Senegal
|
28,585
|
25,318
|
Total
valuation of investment properties directly held by the
Group
|
|
615,779
|
628,777
|
Deposits paid on Imperial
Distribution Centre Phase 2
|
|
|
|
|
1,249
|
2,376
|
Deposits paid on Capital Place
Limited
|
|
|
|
|
3,550
|
3,550
|
Total
deposits paid on investment properties
|
|
4,799
|
5,926
|
Total
carrying value of property portfolio including deposits
paid
|
|
620,578
|
634,703
|
|
|
|
|
|
|
|
Investment
properties held within associates and joint ventures - Group
share
|
|
|
Kafubu Mall - Kafubu Mall Limited
(50%)
|
31-Dec-23
|
Directors' valuation
|
Retail
|
Zambia
|
9,782
|
12,865
|
CADS II Building - CADS Developers
Limited (50%)
|
31-Dec-23
|
Directors' valuation
|
Office
|
Ghana
|
12,310
|
12,300
|
Cosmopolitan Shopping Centre -
Cosmopolitan Shopping Centre Limited (50%)
|
31-Dec-23
|
Directors' valuation
|
Retail
|
Zambia
|
27,439
|
27,570
|
Gateway Real Estate
Africa1
Ltd (51.48%)
|
31-Dec-23
|
Director’s valuation/ Knight
Frank
|
Other Investments
|
Mauritius
|
81,160
|
73,369
|
Total of
investment properties acquired through associates and joint
ventures
|
130,691
|
126,104
|
|
Total
portfolio
|
751,269
|
760,807
|
|
|
|
Functional
currency of total property portfolio
|
|
|
United States Dollars
|
|
|
|
|
587,315
|
592,263
|
Euros
|
|
|
|
|
84,540
|
79,992
|
Moroccan Dirham
|
|
|
|
|
67,302
|
73,357
|
Kenyan Shilling
|
|
|
|
|
2,330
|
2,330
|
Zambian Kwacha
|
|
|
|
|
9,782
|
12,865
|
Total
portfolio
|
|
|
|
|
751,269
|
760,807
|
1
Independent valuation was performed
at 31 December 2023 by Knight Frank for DH1 Elevation and DH3
Rosslyn Grove using the discounted cash flow method.
All valuations that are performed
in the functional currency of the relevant property company are
converted to United States Dollars at the effective closing rate of exchange. All valuations
have been undertaken in accordance with the RICS Valuation
Standards that were in effect at the relevant valuation date and are
further compliant with International Valuation Standards and
International Financial Reporting Standards. All of the investment
properties except for DH1 Elevation and DH3 Rosslyn Grove were
internally valued using Director’s valuation. The discounted cash
flow method was used for all buildings and all land parcels were
valued using the comparable method.
3. INVESTMENTS IN
ASSOCIATES AND JOINT VENTURES
The following entities have been
accounted for as associates and joint ventures in the current and
comparative consolidated financial statements using the equity
method:
|
|
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
Name of joint
venture
|
Country
|
% Held
|
US$'000
|
US$'000
|
Kafubu Mall
Limited1
|
Zambia
|
50.00%
|
9,468
|
12,531
|
Cosmopolitan Shopping Centre
Limited1
|
Zambia
|
50.00%
|
27,370
|
27,495
|
CADS Developers
Limited1
|
Ghana
|
50.00%
|
4,187
|
4,482
|
Africa Property Development
Managers Ltd1
|
Mauritius
|
78.95%
|
31,653
|
29,073
|
Gateway Real Estate Africa
Ltd1
|
Mauritius
|
51.48%
|
124,192
|
123,513
|
Carrying value of
joint ventures
|
|
|
196,870
|
197,094
|
|
|
|
|
|
1
|
The percentage of ownership
interest during the period ended 31 December 2033 did not
change.
|
All investments in joint ventures
are private entities and do not have quoted prices
available.
Reconciliation to
carrying value in joint ventures
|
Kafubu Mall
Limited
|
Africa Property
Development Managers Ltd
|
Gateway Real
Estate Africa Ltd
|
CADS Developers
Limited
|
Cosmopolitan
Shopping Centre Limited
|
Total
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
Balance at the beginning of the
year
|
12,531
|
29,073
|
123,513
|
4,482
|
27,495
|
197,094
|
Profit / (losses) from associates
and joint ventures
|
1,487
|
2,580
|
735
|
(240)
|
816
|
5,378
|
Revenue
|
538
|
-
|
2,757
|
300
|
1,211
|
4,806
|
Property operating expenses and
construction costs
|
(87)
|
-
|
(266)
|
(60)
|
(232)
|
(645)
|
Admin expenses and
recoveries
|
(7)
|
(2,764)
|
711
|
(3)
|
(4)
|
(2,067)
|
Other income
|
-
|
4,911
|
-
|
-
|
-
|
4,911
|
Net impairment charge on financial
assets
|
-
|
-
|
445
|
-
|
-
|
445
|
Unrealised foreign exchange
gains/(losses)
|
-
|
468
|
(395)
|
(1)
|
33
|
105
|
Transaction costs
|
-
|
2
|
-
|
-
|
-
|
2
|
Interest income
|
-
|
-
|
1,398
|
-
|
1
|
1,399
|
Finance charges
|
(4)
|
(67)
|
(1,617)
|
(482)
|
-
|
(2,170)
|
Fair value movement on investment
property
|
1,074
|
-
|
(1,325)
|
6
|
(157)
|
(402)
|
Fair value adjustment on other
financial asset
|
-
|
-
|
-
|
-
|
-
|
-
|
Current tax
|
(27)
|
-
|
6
|
-
|
(36)
|
(57)
|
Deferred tax
|
-
|
30
|
(979)
|
-
|
-
|
(949)
|
Repayment of proportionate
shareholders loan
|
(386)
|
-
|
-
|
(55)
|
(941)
|
(1,382)
|
Consolidation
elimination
|
-
|
-
|
(56)
|
-
|
-
|
(56)
|
Foreign currency translation
differences
|
(4,164)
|
-
|
-
|
-
|
-
|
(4,164)
|
Carrying value of
joint ventures- 31 December 2023
|
9,468
|
31,653
|
124,192
|
4,187
|
27,370
|
196,870
|
4. OTHER LOANS
RECEIVABLE
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
|
US$'000
|
US$'000
|
African Property Investments
Limited
|
21,034
|
21,034
|
Drift (Mauritius) Limited
2
|
8,966
|
8,637
|
Drift (Mauritius) Limited
3
|
-
|
2
|
Pangea 2 Limited
|
6
|
6
|
IFRS 9 - Impairment on financial
assets (ECL)
|
(8,674)
|
(8,674)
|
As at period
end
|
21,332
|
21,005
|
|
|
|
Classification of other
loans:
|
|
|
Non-current assets
|
21,332
|
21,005
|
Current assets
|
-
|
-
|
As at period
end
|
21,332
|
21,005
|
5. TRADE AND
OTHER RECEIVABLES
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
|
US$'000
|
US$'000
|
Trade receivables
|
13,961
|
12,733
|
Total allowance for credit losses
and provisions
|
(4,695)
|
(5,682)
|
IFRS 9 - Impairment on financial
assets (ECL)
|
(1,494)
|
(1,496)
|
IFRS 9 - Impairment on financial
assets (ECL) Management overlay on specific provisions
|
(3,201)
|
(4,186)
|
Trade receivables
– net
|
9,266
|
7,051
|
Accrued Income
|
2,531
|
2,603
|
Loan interest receivable
|
75
|
-
|
Deposits paid
|
16
|
77
|
VAT recoverable
|
9,271
|
10,293
|
Purchase price adjustment
account
|
961
|
961
|
Deferred expenses and
prepayments
|
6,717
|
3,695
|
IFRS 9 - Impairment on other
financial assets (ECL)
|
(3,470)
|
(3,470)
|
Rental guarantees
receivable
|
-
|
52
|
Sundry debtors
|
466
|
764
|
Other receivables
|
16,567
|
14,975
|
As at period
end
|
25,833
|
22,026
|
|
|
|
Classification of
trade and other receivables:
|
|
|
Non-current assets
|
3,500
|
3,448
|
Current assets
|
22,333
|
18,578
|
As at period
end
|
25,833
|
22,026
|
6. PREFERENCE
SHARE CAPITAL
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
|
US$'000
|
US$'000
|
Opening balance
|
31,596
|
29,558
|
Preference shares dividend
accrued
|
1,019
|
2,038
|
As at period
end
|
32,615
|
31,596
|
7. PERPETUAL
PREFERENCE NOTES
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
|
US$'000
|
US$'000
|
Opening balance
|
26,827
|
25,741
|
Preferred dividend
accrued
|
1,779
|
3,529
|
Preferred dividend paid
|
-
|
(2,443)
|
As at period
end
|
28,606
|
26,827
|
Perpetual
Preference Note
The Group, through its wholly owned
subsidiary, Grit Services Limited, has issued perpetual preference
note to two investors Ethos Mezzanine Partners GP Proprietary
Limited and Blue Peak Private Capital GP. The total cash proceeds
received from the two investors for the issuance of the perpetual
note amounted to US$31.5million.
Included below are salient features
of the notes:
•
|
The Note has a cash coupon of 9%
per annum and a 4% per annum redemption premium. The Group at its
sole discretion may elect to capitalise cash coupons.
|
•
|
Although perpetual in tenor, the
note carries a material coupon step-up provision after the fifth
anniversary that is expected to result in economic maturity and
redemption by the Group on or before that date.
|
•
|
The Note may be voluntarily
redeemed by the Group at any time, although there would be
call-protection costs associated with doing so before the third
anniversary.
|
•
|
The Note, if redeemed in cash by
the Group, can offer the noteholders an additional return of not
more than 3% per annum, linked to the performance of Grit ordinary
shares over the duration of the Note.
|
•
|
The noteholders have the option to
convert the outstanding balance of the note into Grit equity
shares. If such option is exercised by the noteholders, the number
of shares to be issued shall be calculated based on a pre-defined
formula as agreed between both parties in the note subscription
agreement.
|
The Group has classified
eighty-five percent of the instrument as equity because for this
portion of the instrument, the Group always will have an
unconditional right to avoid delivery of cash to the noteholders.
The remaining fifteen percent of the instrument has been classified
as debt and included as part of interest-bearing borrowings. The
debt portion arises because the note contains terms that can give
the noteholders the right to ask for repayment of fifteen percent
of the outstanding amount of the notes on the occurrence of some
future events that are not wholly within the control of the Group.
The directors believe that the probability that those events will
happen are remote but for classification purposes, because the
Group does not have an unconditional right to avoid delivering cash
to the noteholders on fifteen percent of the notes, this portion of
the instrument has been classified as liability.
The accrued dividend on the equity
portion of the note has been recognised as a deduction into equity,
that is a reduction of retained earnings.
8.
INTEREST-BEARING BORROWINGS
The following debt transactions
were concluded during the period under review:
•
|
Increase in the Grit Services
Limited corporate facility with NCBA Bank Kenya amounting to c.
US$12.0 million used as an equity bridge.
|
•
|
Refinance of Tamassa by Mara Delta
Properties Mauritius Limited, through State Bank of Mauritius
amounting to c.US$13.2 million.
|
|
Partial settlement of State Bank of
Mauritius corporate facility held by Grit Real Estate Income Group
Limited amounting to c.US$10.0 million.
|
•
|
Maubank facility held by Freedom
Asset Management Limited of US$0.7 million was settled during the
period.
|
•
|
US$3.1 million was settled on the
RCF facility held by Girt Services Limited and linked to the SBSA
led syndication during the period.
|
•
|
Amortisation of the Investec
facility linked to AnfaPlace Mall amounting to US$1.1
million.
|
|
|
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
|
US$'000
|
US$'000
|
Non-current
liabilities
|
355,149
|
318,453
|
Current
liabilities
|
56,562
|
78,282
|
As at period end
|
411,711
|
396,735
|
|
|
|
Currency of the
interest-bearing borrowings (stated gross of unamortised loan issue
costs)
|
|
|
United States Dollars
|
290,985
|
294,114
|
Euros
|
121,011
|
103,132
|
Mauritian Rupees
|
863
|
1,025
|
|
412,859
|
398,271
|
Interest accrued
|
7,424
|
7,725
|
Unamortised loan issue
costs
|
(8,572)
|
(9,261)
|
As at period
end
|
411,711
|
396,735
|
|
|
|
Movement for the
period
|
|
|
Balance at the beginning of the
year
|
396,735
|
425,066
|
Proceeds of interest
bearing-borrowings
|
40,691
|
324,459
|
Loan reduced through disposal of
subsidiary
|
-
|
(19,404)
|
Loan acquired through asset
acquisition
|
-
|
4,369
|
Loan issue costs
|
(936)
|
(7,355)
|
Amortisation of loan issue
costs
|
1,625
|
3,368
|
Foreign currency translation
differences
|
1,759
|
3,561
|
Interest accrued
|
(301)
|
2,798
|
Debt settled during the
year
|
(27,862)
|
(340,127)
|
As at period
end
|
411,711
|
396,735
|
Analysis of
facilities and loans in issue
|
|
|
As at
31 Dec
2023
|
As at
30 Jun
2023
|
Lender
|
Borrower
|
Initial
facility
|
US$'000
|
US$'000
|
Financial
institutions
|
|
|
|
|
Standard Bank South
Africa
|
Commotor Limitada
|
US$140.0m
|
140,000
|
140,000
|
Standard Bank South
Africa
|
Zambian Property Holdings
Limited
|
US$70.4m
|
64,400
|
64,400
|
Standard Bank South
Africa
|
Grit Services Limited
|
€33m
|
30,752
|
31,698
|
Standard Bank South
Africa
|
Grit Services Limited
|
US$3.6m
|
-
|
3,633
|
Standard Bank South
Africa
|
Capital Place Limited
|
US$6.2m
|
6,200
|
6,200
|
Standard Bank South
Africa
|
Casamance Holdings
Limited
|
€6.5m
|
7,295
|
7,198
|
Standard Bank South
Africa
|
Grit Accra Limited
|
US$6.4m
|
8,400
|
8,400
|
Standard Bank South
Africa
|
Casamance Holdings
Limited
|
€7.0m
|
-
|
7,618
|
Standard Bank South
Africa
|
Casamance Holdings
Limited
|
Eur 11m
|
11,088
|
-
|
Standard Bank South
Africa
|
Grit Services Limited
|
US$ 1.8m
|
1,837
|
-
|
Total
Standard Bank Group
|
|
|
269,972
|
269,147
|
State Bank of Mauritius
|
Mara Delta Properties Mauritius
Limited
|
€12m
|
13,273
|
-
|
State Bank of Mauritius
|
Mara Delta Properties Mauritius
Limited
|
€22.3m
|
24,666
|
24,336
|
State Bank of Mauritius
|
Grit Real Estate Income Group
Limited
|
Equity Bridge US$20.0m
|
-
|
10,000
|
State Bank of Mauritius
|
Mara Delta Properties Mauritius
Limited
|
RCF Mur 72m
|
863
|
1,025
|
Total
State Bank of Mauritius
|
|
|
38,802
|
35,361
|
Investec South Africa
|
Freedom Property Fund
SARL
|
€36.0m
|
33,938
|
31,571
|
Investec South Africa
|
Freedom Property Fund
SARL
|
US$8.7m
|
-
|
2,722
|
Investec Mauritius
|
Grit Real Estate Income Group
Limited
|
US$0.5m
|
-
|
430
|
Total
Investec Group
|
|
|
33,938
|
34,723
|
Maubank Mauritius
|
Freedom Asset Management
|
€4.0m
|
-
|
711
|
Total
Maubank
|
|
|
-
|
711
|
Nedbank South Africa
|
Warehously Limited
|
US$8.6m
|
8,635
|
8,635
|
Nedbank South Africa
|
Grit Real Estate Income Group
Limited
|
US$7m
|
7,000
|
7,000
|
Nedbank South Africa
|
Capital Place Limited
|
US$6.2m
|
-
|
-
|
Total
Nedbank South Africa
|
|
|
15,635
|
15,635
|
NCBA Bank Kenya
|
Grit Services Limited
|
US$30m
|
29,484
|
17,500
|
Total NCBA
Bank Kenya
|
|
|
29,484
|
17,500
|
Ethos Private Equity
|
Grit Services Limited
|
US$2.4m
|
2,475
|
2,475
|
Blue Peak Private Equity
|
Grit Services Limited
|
US$2.2m
|
2,250
|
2,250
|
Total Private
Equity
|
|
|
4,725
|
4,725
|
International Finance
Corporation
|
Stellar Warehousing and Logistics
Limited
|
US$16.1m
|
16,100
|
16,100
|
Total
International Finance Corporation
|
|
|
16,100
|
16,100
|
Housing Finance
Corporation
|
Buffalo Mall Naivasha
Limited
|
US$4.85m
|
4,204
|
4,369
|
Total
Housing Finance Corporation
|
|
|
4,204
|
4,369
|
Total loans in issue
|
|
|
412,860
|
398,271
|
plus: interest accrued
|
|
|
7,424
|
7,725
|
less: unamortised loan issue
costs
|
|
|
(8,573)
|
(9,261)
|
As at period
end
|
|
|
411,711
|
396,735
|
Fair value of borrowings is not
materially different to their carrying value amounts since interest
payable on those borrowings are either close to their current
market rates or the borrowings are of short-term in
nature.
9.
GROSS PROPERTY INCOME
|
Six months
ended
31 Dec
2023
|
Six months
ended
31 Dec
2022
|
|
US$'000
|
US$'000
|
Contractual rental
income
|
23,752
|
22,600
|
Retail parking income
|
878
|
856
|
Straight-line rental income
accrual
|
166
|
186
|
Other rental income (Lease
incentives)
|
(260)
|
(58)
|
Gross rental
income
|
24,536
|
23,584
|
Asset management fees
|
717
|
526
|
Recoverable property
expenses
|
3,176
|
2,804
|
Total gross
property income
|
28,429
|
26,914
|
10. INTEREST
INCOME
|
Six months
ended
31 Dec
2023
|
Six months
ended
31 Dec
2022
|
|
US$'000
|
US$'000
|
Interest on loans to
partners
|
1,400
|
1,653
|
Interest on loans to related
parties
|
53
|
7
|
Interest on property deposits
paid
|
61
|
-
|
Other Interest
|
-
|
78
|
Total interest
income
|
1,514
|
1,738
|
11. FINANCE
COSTS
|
Six months
ended
31 Dec
2023
|
Six months
ended
31 Dec
2022
|
|
US$'000
|
US$'000
|
Interest-bearing borrowings -
financial institutions
|
16,429
|
15,061
|
Early settlement charges
|
-
|
46
|
Amortisation of loan issue
costs
|
1,625
|
2,307
|
Preference share
dividends
|
499
|
462
|
Interest on lease
liabilities
|
164
|
16
|
Interest on loans to proportional
shareholders
|
913
|
275
|
Interest on bank
overdraft
|
61
|
43
|
Total finance
costs
|
19,691
|
18,210
|
12.
Segmental reporting
Consolidated
segmental analysis
The Group reports on a segmental
basis in terms of geographical location and type of property.
Geographical location is split between Botswana, Senegal, Morocco,
Mozambique, Zambia, Kenya, Ghana and Mauritius. In terms of type of
property, the Group has investments in the hospitality, retail,
office, light industrial and corporate accommodation
sectors.
|
Senegal
|
Morocco
|
Mozambique
|
Zambia
|
Kenya
|
Ghana
|
Mauritius
|
Total
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
Geographical
location 31 December 2023
|
|
|
|
|
|
|
|
|
Reportable
segment profit and loss
|
|
|
|
|
|
|
|
|
Gross rental income
|
1,079
|
4,075
|
13,274
|
2,809
|
2,701
|
1,734
|
2,592
|
28,264
|
Straight-line rental income
accrual
|
23
|
85
|
(138)
|
-
|
308
|
(112)
|
(1)
|
165
|
Gross property
income
|
1,102
|
4,160
|
13,136
|
2,809
|
3,009
|
1,622
|
2,591
|
28,429
|
Property operating
expenses
|
-
|
(2,149)
|
(2,310)
|
(333)
|
(238)
|
(196)
|
273
|
(4,953)
|
Net property
income
|
1,102
|
2,011
|
10,826
|
2,476
|
2,771
|
1,426
|
2,864
|
23,476
|
Other income
|
-
|
-
|
26
|
-
|
-
|
-
|
82
|
108
|
Administrative expenses
|
(98)
|
(172)
|
(565)
|
(12)
|
(79)
|
(247)
|
(6,756)
|
(7,929)
|
Net impairment (charge) / credit on
financial assets
|
-
|
961
|
27
|
-
|
(9)
|
-
|
-
|
979
|
Profit / (loss)
from operations
|
1,004
|
2,800
|
10,314
|
2,464
|
2,683
|
1,179
|
(3,810)
|
16,634
|
Fair value adjustment on investment
properties
|
(2,905)
|
(6,245)
|
(9,733)
|
(118)
|
(1,346)
|
(150)
|
543
|
(19,954)
|
Fair value adjustment on other
financial liability
|
-
|
-
|
-
|
-
|
-
|
-
|
(235)
|
(235)
|
Fair value adjustment on
derivatives financial instruments
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,041)
|
(4,041)
|
Share based payment
expense
|
-
|
-
|
-
|
-
|
-
|
-
|
(100)
|
(100)
|
Share of profits / (losses) from
associates and joint ventures
|
-
|
-
|
-
|
2,303
|
-
|
(240)
|
3,315
|
5,378
|
Loss on derecognition of loans and
other receivables
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
1
|
Foreign currency gains /
(losses)
|
(18)
|
(500)
|
20
|
76
|
(491)
|
(61)
|
(1,525)
|
(2,499)
|
Other transaction costs
|
-
|
-
|
(4)
|
-
|
-
|
-
|
(563)
|
(567)
|
Profit / (loss)
before interest and taxation
|
(1,919)
|
(3,945)
|
597
|
4,725
|
846
|
728
|
(6,415)
|
(5,383)
|
Interest income
|
-
|
-
|
-
|
-
|
-
|
-
|
1,514
|
1,514
|
Finance costs
|
(105)
|
(1,693)
|
(7,906)
|
-
|
(1,721)
|
(919)
|
(7,347)
|
(19,691)
|
Profit / (loss)
for the year before taxation
|
(2,024)
|
(5,638)
|
(7,309)
|
4,725
|
(875)
|
(191)
|
(12,248)
|
(23,560)
|
Taxation
|
-
|
(161)
|
2,318
|
(82)
|
489
|
(71)
|
40
|
2,533
|
Profit / (loss) for the year after
taxation
|
(2,024)
|
(5,799)
|
(4,991)
|
4,643
|
(386)
|
(262)
|
(12,208)
|
(21,027)
|
Reportable
segment assets and liabilities
|
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
Investment properties
|
28,585
|
67,302
|
289,176
|
59,936
|
78,559
|
36,265
|
55,956
|
615,779
|
Deposits paid on investment
properties
|
-
|
-
|
-
|
-
|
-
|
-
|
4,799
|
4,799
|
Property, plant and
equipment
|
-
|
(2)
|
136
|
-
|
6
|
18
|
3,936
|
4,094
|
Intangible assets
|
-
|
-
|
-
|
-
|
-
|
-
|
308
|
308
|
Other investments
|
-
|
-
|
-
|
-
|
-
|
-
|
3
|
3
|
Investment in associates and joint
ventures
|
-
|
-
|
-
|
36,838
|
-
|
4,186
|
155,846
|
196,870
|
Related party loans
receivable
|
-
|
-
|
-
|
-
|
-
|
-
|
129
|
129
|
Other loans receivable
|
-
|
-
|
-
|
-
|
-
|
-
|
21,332
|
21,332
|
Trade and other
receivables
|
-
|
3,500
|
-
|
-
|
-
|
-
|
-
|
3,500
|
Deferred tax
|
-
|
1,470
|
7,201
|
-
|
590
|
2,312
|
1,603
|
13,176
|
Total non-current
assets
|
28,585
|
72,270
|
296,513
|
96,774
|
79,155
|
42,781
|
243,912
|
859,990
|
Current
assets
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
1,248
|
1,457
|
4,703
|
-
|
7,205
|
762
|
6,958
|
22,333
|
Current tax receivable
|
-
|
14
|
1,030
|
-
|
927
|
1,314
|
300
|
3,585
|
Related party loans
receivable
|
-
|
-
|
-
|
-
|
-
|
-
|
882
|
882
|
Derivative financial
instruments
|
-
|
-
|
-
|
-
|
-
|
-
|
18
|
18
|
Cash and cash
equivalents
|
184
|
789
|
3,094
|
183
|
188
|
105
|
2,233
|
6,776
|
Total
assets
|
30,017
|
74,530
|
305,340
|
96,957
|
87,475
|
44,962
|
254,303
|
893,584
|
Liabilities
|
|
|
|
|
|
|
|
|
Total liabilities
|
1,518
|
51,761
|
193,890
|
6,785
|
36,955
|
40,716
|
252,838
|
584,463
|
Net
assets
|
28,499
|
22,769
|
111,450
|
90,172
|
50,520
|
4,246
|
1,465
|
309,121
|
|
Other
Investments
|
Hospitality
|
Retail
|
Office
|
Light
industrial
|
Corporate
Accommodation
|
Corporate
|
Total
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
Type of property
31 December 2023
|
|
|
|
|
|
|
|
|
Reportable
segment profit and loss
|
|
|
|
|
|
|
|
|
Gross property
income
|
-
|
2,977
|
8,080
|
7,675
|
3,089
|
5,892
|
716
|
28,429
|
Property operating
expenses
|
-
|
-
|
(2,997)
|
(1,153)
|
(122)
|
(1,055)
|
374
|
(4,953)
|
Net property
income
|
-
|
2,977
|
5,083
|
6,522
|
2,967
|
4,837
|
1,090
|
23,476
|
Other income
|
-
|
-
|
-
|
-
|
-
|
26
|
82
|
108
|
Administrative expenses
|
-
|
(265)
|
(274)
|
(366)
|
(120)
|
(259)
|
(6,645)
|
(7,929)
|
Net impairment (charge) / credit on
financial assets
|
-
|
-
|
1,007
|
(2)
|
(26)
|
-
|
-
|
979
|
Profit/(loss)
from operations
|
-
|
2,712
|
5,816
|
6,154
|
2,821
|
4,604
|
(5,473)
|
16,634
|
Fair value adjustment on investment
properties
|
-
|
(2,365)
|
(7,252)
|
(2,083)
|
(1,248)
|
(7,006)
|
-
|
(19,954)
|
Fair value adjustment on other
financial liability
|
-
|
-
|
-
|
-
|
-
|
-
|
(235)
|
(235)
|
Fair value adjustment on
derivatives financial instruments
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,041)
|
(4,041)
|
Share based payment
expense
|
-
|
-
|
-
|
-
|
-
|
-
|
(100)
|
(100)
|
Share of profits / (losses) from
associates and joint ventures
|
3,315
|
-
|
2,303
|
(240)
|
-
|
|
-
|
5,378
|
Loss on derecognition of loans and
other receivables
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
1
|
Net impairment (charge) / credit on
financial assets
|
-
|
-
|
28
|
6
|
-
|
-
|
(34)
|
-
|
Foreign currency gains /
(losses)
|
-
|
(568)
|
(467)
|
(89)
|
(443)
|
46
|
(978)
|
(2,499)
|
Other transaction costs
|
-
|
-
|
-
|
(3)
|
-
|
(1)
|
(563)
|
(567)
|
Profit/(loss)
before interest and taxation
|
3,315
|
(221)
|
428
|
3,745
|
1,130
|
(2,357)
|
(11,423)
|
(5,383)
|
Interest income
|
-
|
-
|
-
|
-
|
-
|
-
|
1,514
|
1,514
|
Finance costs
|
-
|
(1,866)
|
(1,982)
|
(8,817)
|
(1,434)
|
(6)
|
(5,586)
|
(19,691)
|
Profit / (loss)
for the year before taxation
|
3,315
|
(2,087)
|
(1,554)
|
(5,072)
|
(304)
|
(2,363)
|
(15,495)
|
(23,560)
|
Taxation
|
-
|
(58)
|
(268)
|
493
|
753
|
1,515
|
98
|
2,533
|
Profit / (loss)
for the year after taxation
|
3,315
|
(2,145)
|
(1,822)
|
(4,579)
|
449
|
(848)
|
(15,397)
|
(21,027)
|
Reportable
segment assets and liabilities
|
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
Investment properties
|
-
|
84,540
|
154,336
|
182,514
|
78,388
|
116,001
|
-
|
615,779
|
Deposits paid on investment
properties
|
-
|
-
|
-
|
-
|
-
|
-
|
4,799
|
4,799
|
Property, plant and
equipment
|
-
|
-
|
3
|
9
|
-
|
127
|
3,955
|
4,094
|
Intangible assets
|
-
|
-
|
37
|
-
|
-
|
-
|
271
|
308
|
Other investments
|
-
|
-
|
-
|
-
|
-
|
-
|
3
|
3
|
Investment in associates and joint
ventures
|
155,846
|
-
|
36,838
|
4,186
|
-
|
-
|
-
|
196,870
|
Related party loans
receivable
|
-
|
-
|
-
|
-
|
-
|
-
|
129
|
129
|
Other loans receivable
|
-
|
-
|
-
|
-
|
-
|
-
|
21,332
|
21,332
|
Trade and other
receivables
|
-
|
-
|
3,500
|
-
|
-
|
-
|
-
|
3,500
|
Deferred tax
|
-
|
1,525
|
3,947
|
4,591
|
1,003
|
2,032
|
78
|
13,176
|
Total non-current
assets
|
155,846
|
86,065
|
198,661
|
191,300
|
79,391
|
118,160
|
30,567
|
859,990
|
Current
assets
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
-
|
1,630
|
1,619
|
910
|
7,630
|
3,811
|
6,733
|
22,333
|
Current tax receivable
|
-
|
196
|
483
|
1,807
|
898
|
45
|
156
|
3,585
|
Related party loans
receivable
|
-
|
-
|
-
|
-
|
-
|
-
|
882
|
882
|
Derivative financial
instruments
|
-
|
-
|
-
|
-
|
-
|
-
|
18
|
18
|
Cash and cash
equivalents
|
-
|
226
|
1,189
|
1,120
|
153
|
1,878
|
2,210
|
6,776
|
Total
assets
|
155,846
|
88,117
|
201,952
|
195,137
|
88,072
|
123,894
|
40,566
|
893,584
|
Liabilities
|
|
|
|
|
|
|
|
|
Total liabilities
|
-
|
59,327
|
67,425
|
199,467
|
33,049
|
30,148
|
195,047
|
584,463
|
Net
assets
|
155,846
|
28,790
|
134,527
|
(4,330)
|
55,023
|
93,746
|
(154,481)
|
309,121
|
Major
customers
Rental income stemming from the
Total Group represented approximately 10.2% of the Group’s total
contractual rental income for the period, with Vulcan 9.7%, the US
Embassy 8.8%, Vodacom Mozambique 6.7 %, and Tamassa Lux 5.0 %,
making up the top 5 tenants of the Group.
13.
Basic
and diluted earnings per ordinary share
|
Attributable
earnings
|
Weighted average
number of shares
|
Cents per
share
|
|
Six months
ended
31 Dec
2023
|
Six months
ended
31 Dec
2022
|
Six months
ended
31 Dec
2023
|
Six months
ended
31 Dec
2022
|
Six months
ended
31 Dec
2023
|
Six months
ended
31 Dec
2022
|
|
US$'000
|
US$'000
|
Shares
'000
|
Shares
'000
|
US
Cents
|
US
Cents
|
Earnings per share -
Basic
|
(18,542)
|
4,741
|
482,144
|
482,373
|
(3.85)
|
0.98
|
Earnings per share -
Diluted
|
(18,542)
|
4,741
|
482,144
|
482,373
|
(3.85)
|
0.98
|
14.
sUBSEQUENT EVENTS
•
|
On 16 February 2024, shareholders
approved the disposal of interests in Bora Africa and Acacia
Estates to GREA which will form part of Grit’s equity contribution
to the GREA US$100 million recapitalisation that is expected to
conclude in March 2024. The disposal of properties at or close to
book value achieves the Board’s strategy of additional asset
recycling and further reinforces the Group’s audited net asset
value. By concluding the GREA Capital Raise with these proceeds,
the Group (including GREA) receives a cash injection of US$48.5
million from the PIC’s subscription at NAV. This equity will be
initially utilised to reduce the Group’s more expensive debt,
whilst over the medium term is expected to be invested by GREA,
upon careful capital allocation assessment, into risk mitigated and
accretive development projects that are expected to meaningfully
contribute to ESG impact, accelerated NAV growth and fee income
generation to the Group as is contemplated under the Grit 2.0
strategy.
|
15.
CAPITAL COMMITMENTS
•
|
Club Med Senegal redevelopment
EUR20.5 million for the period up to January
2026.
|
•
|
Drive in Trading guarantee
settlement US$17.5 million by March 2024.
|
16.
EPRA
financial metrics
16a. EPRA
earnings
Basis of
Preparation
The directors of GRIT Real Estate
Income Group Limited ("GRIT") ("Directors") have chosen to disclose additional non-IFRS
measures, these include EPRA earnings, adjusted net asset value,
EPRA net asset value, adjusted profit before tax and funds from
operations (collectively "Non-IFRS Financial
Information").
The Directors have chosen to
disclose:
•
|
EPRA earnings to assist in
comparisons with similar businesses in the real estate sector. EPRA
earnings is a definition of earnings as set out by the European
Public Real Estate Association. EPRA earnings represents earnings
after adjusting for fair value adjustments on investment
properties, gain from bargain purchase on associates, fair value
adjustments included under income from associates, ECL provisions,
fair value adjustments on other investments, fair value adjustments
on other financial assets, fair value adjustments on derivative
financial instruments, and non-controlling interest included in
basic earnings (collectively the "EPRA earnings adjustments") and
deferred tax in respect of these EPRA earnings adjustments. The
reconciliation between basic and diluted earnings and EPRA earnings
is detailed in the table below;
|
•
|
EPRA net asset value to assist in
comparisons with similar businesses in the real estate sector. EPRA
net asset value is a definition of net asset value as set out by
the European Public Real Estate Association. EPRA net asset value
represents net asset value after adjusting for net impairment on
financial assets (ECL), fair value of financial instruments, and
deferred tax relating to revaluation of properties (collectively
the "EPRA net asset value adjustments"). The reconciliation for
EPRA net asset value is detailed in the table below;
|
•
|
adjusted EPRA earnings to provide
an alternative indication of GRIT and its subsidiaries' (the
"Group") underlying business performance. Accordingly, it excludes
the effect of non-cash items such as unrealised foreign exchange
gains or losses, straight-line leasing adjustments, amortisation of
right of use land, impairment of loans and deferred tax relating to
the adjustments. The reconciliation for adjusted EPRA earnings is
detailed in the table below; and
|
•
|
total distributable earnings to
assist in comparisons with similar businesses and to facilitate the
Group's dividend policy which is derived from total distributable
earnings. Accordingly, it excludes VAT credit utilised on rentals,
Listing and set-up costs, depreciation, and amortisation, share
based payments, antecedent dividends, operating costs relating to
AnfaPlace Mall’s refurbishment costs, amortisation of lease
premiums and profits withheld/released. The reconciliation for
total distributable earnings is detailed in the table
below.
|
In this note, Grit presents
European Real Estate Association (EPRA) earnings and other metrics which is non-IFRS
financial information.
|
UNAUDITED
31 Dec
2023
|
UNAUDITED
31 Dec
2023
|
UNAUDITED
31 Dec
2022
|
UNAUDITED
31 Dec
2022
|
|
$'000
|
Per Share
(Diluted)
(Cents Per
Share)
|
$'000
|
Per Share
(Diluted)
(Cents Per
Share)
|
EPRA
Earnings
|
2,813
|
0.59
|
2,202
|
0.46
|
Total Company Specific
Adjustments
|
2,151
|
0.44
|
2,737
|
0.56
|
Adjusted EPRA
Earnings
|
4,964
|
1.03
|
4,939
|
1.02
|
Total Company Specific Distribution
Adjustments
|
4,990
|
1.04
|
7,400
|
1.54
|
TOTAL
DISTRIBUTABLE EARNINGS AVAILABLE TO EQUITY PROVIDERS
|
9,954
|
2.07
|
12,339
|
2.56
|
|
|
|
|
|
|
UNAUDITED
31 Dec
2023
|
UNAUDITED
31 Dec
2023
|
AUDITED
30 Jun
2023
|
AUDITED
30 Jun
2023
|
|
$'000
|
Per Share
(Diluted)
(Cents Per
Share)
|
$'000
|
Per Share
(Diluted)
(Cents Per
Share)
|
EPRA NRV
|
327,161
|
68.12
|
349,656
|
72.80
|
EPRA NTA
|
309,372
|
64.41
|
335,918
|
69.94
|
EPRA NDV
|
275,848
|
57.43
|
300,650
|
62.60
|
|
|
|
|
|
Distribution
shares
|
UNAUDITED
31 Dec
2023
|
|
Shares
'000
|
Weighted average
shares in issue
|
495,092
|
Less: Weighted average treasury
shares for the year
|
(15,381)
|
Add: Weighted average shares vested
shares in long term incentive scheme
|
573
|
EPRA
SHARES
|
480,284
|
Less: Vested shares in consolidated
entities
|
(573)
|
DISTRIBUTION
SHARES
|
479,711
|
Grit presents European Real Estate
Association (EPRA) earnings and other metrics which is non-IFRS
financial information.
|
UNAUDITED
31 Dec
2023
|
|
US$'000
|
EPRA Earnings Calculated as
follows:
|
|
Basic Loss
attributable to the owners of the parent
|
(18,542)
|
Add Back:
|
|
- Fair value adjustment on investment
properties
|
19,954
|
- Fair value adjustments included under income
from associates
|
403
|
- Change in value on other financial
asset
|
235
|
- Change in value on derivative financial
instruments
|
4,041
|
- Goodwill written-off
|
340
|
- Acquisition costs not capitalised
|
562
|
- Deferred tax in relation to the
above
|
(1,201)
|
- Non-controlling interest included in basic
earnings
|
(2,979)
|
EPRA
EARNINGS
|
2,813
|
EPRA EARNINGS PER
SHARE (DILUTED) (cents per share)
|
0.59
|
Company specific
adjustments
|
|
- Unrealised foreign exchange gains or losses
(non-cash)
|
2,552
|
- Straight-line leasing and amortisation of
lease premiums (non-cash rental)
|
(476)
|
- Profit or loss on disposal of property, plant
and equipment
|
1
|
- Amortisation of right of use of land
(non-cash)
|
34
|
- Impairment of loan and other
receivables
|
71
|
- Non-controlling interest included
above
|
(278)
|
- Deferred tax in relation to the
above
|
247
|
Total Company
Specific adjustments
|
2,151
|
ADJUSTED EPRA
EARNINGS
|
4,964
|
ADJUSTED EPRA
EARNINGS PER SHARE (DILUTED) (cents per share)
|
1.03
|
COMPANY SPECIFIC
ADJUSTMENTS TO EPRA EARNINGS
1.
|
Unrealised
foreign exchange gains or losses
|
|
The foreign currency revaluation of
assets and liabilities in subsidiaries gives rise to non-cash gains
and losses that are non-cash in nature. These adjustments (similar
to those adjustments that are recorded to the foreign currency
translation reserve) are added back to provide a true reflection of
the operating results of the Group.
|
2.
|
Straight-line
leasing (non-cash rental)
|
|
Straight-line leasing adjustment
and amortised lease incentives under IFRS relate to non-cash
rentals over the period of the lease. This inclusion of such rental
does not provide a true reflection of the operational performance
of the underlying property and are therefore removed from
earnings.
|
3.
|
Amortisation of
intangible asset (right of use of land)
|
|
Where a value is attached to the
right of use of land for leasehold properties, the amount is
amortised over the period of the leasehold rights. This represents
a non-cash item and is adjusted to earnings.
|
4
|
Impairment on
loans and other receivables
|
|
Provisions for expected credit loss
are non-cash items related to potential future credit loss on non-
property operational provisions and is therefore added back to
provide a better reflection of underlying property performance. The
add back excludes and specific provisions for against tenant
accounts.
|
5
|
Non-Controlling
interest
|
|
Any non-controlling interest
related to the company specific adjustments.
|
6.
|
Other deferred
tax (non-cash)
|
|
Any deferred tax directly related
to the company specific adjustments.
|
16b. Company
distribution calculation
|
UNAUDITED
31 Dec
2023
|
|
US$'000
|
Adjusted EPRA
Earnings
|
4,964
|
Company specific distribution
adjustments
|
|
- VAT Credits utilised on rentals
|
3,176
|
- Listing and set-up costs under administrative
expenses
|
5
|
- Depreciation and amortisation
|
834
|
- Share based payments
|
100
|
- Dividends
|
(205)
|
- Right of use imputed leases
|
238
|
- Amortisation of capital funded debt structure
fees
|
1,625
|
- Deferred tax in relation to the
above
|
(848)
|
- Non-controlling interest included
above
|
65
|
Total company
specific distribution adjustments
|
4,990
|
TOTAL
DISTRIBUTABLE EARNINGS (BEFORE PROFITS WITHELD)
|
9,954
|
DISTRIBUTABLE
INCOME PER SHARE (DILUTED) (cents per share)
|
2.07
|
DIVIDEND PER
SHARE (cents share)
|
1.50
|
AVAILABLE FOR
FUTURE DISTRIBUTIONS (cents per share)
|
0.57
|
|
|
COMPANY
DISTRIBUTION NOTES IN TERMS OF THE DISTRIBUTION POLICY
1.
|
VAT credits
utilised on rentals
|
|
In certain African countries, there
is no mechanism to obtain refunds for VAT paid on the purchase
price of the property. VAT is recouped through the collection of
rentals on a VAT inclusive basis. The cash generation through the
utilisation of the VAT credit obtain on the acquisition of the
underlying property is thus included in the operational results of
the property.
|
2.
|
Listing and
set-up costs under administrative expenses
|
|
Costs associated with the new
listing of shares, setup on new companies and structures are
capital in nature and is added back for distribution
purposes.
|
3.
|
Depreciation and
amortisation
|
|
Non-cash items added back to
determine the distributable income.
|
4.
|
Share based
payments
|
|
Non-cash items added back to
determine the distributable income.
|
5.
|
Retirement fund
& PRGF
|
|
Non- cash item held as a
provision.
|
6.
|
Amortisation of
capital funded debt structure fees
|
|
Amortisation of upfront debt
structuring fees.
|
OTHER
NOTES
The abridged unaudited consolidated
financial statements for the six months period ended 31 December
2023 (“abridged unaudited consolidated financial statements”) have
been prepared in accordance with the measurement and recognition
requirements of International Financial Reporting Standards
(“IFRS”), the FCA Listing Rules and the SEM Listing Rules. The
accounting policies are consistent with those of the previous
annual financial statements.
The Group is required to publish
financial results for the six months ended 31 December 2023 in
terms of SEM Listing Rule 15.36A and the FCA Listing Rules. The
Directors are not aware of any matters or circumstances arising
subsequent to the period ended 31 December 2023 that require any
additional disclosure or adjustment to the financial statements.
These abridged unaudited consolidated financial statements were
approved by the Board on 27 February 2024.
Copies of the abridged unaudited
consolidated financial statements, and the statement of direct and
indirect interests of each officer of the Company pursuant to rule
8(2)(m) of the Mauritian Securities (Disclosure Obligations of
Reporting Issuers) Rules 2007, are available free of charge, upon
request at the Company's registered address. Contact Person: Ali
Joomun.
Forward-looking
statements
This document may contain certain
forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Actual outcomes and results may
differ materially from any outcomes or results expressed or implied
by such forward-looking statements.
Any forward-looking statements made
by, or on behalf of, Grit speak only as of the date they are made,
and no representation or warranty is given in relation to them,
including as to their completeness or accuracy or the basis on
which they were prepared. Grit does not undertake to update
forward-looking statements to reflect any changes in its
expectations with regard thereto or any changes in events,
conditions, or circumstances on which any such statement is
based.
Information contained in this
document relating to Grit or its share price, or the yield on its
shares, should not be relied upon as an indicator of future
performance.
Any forward-looking statements and
the assumptions underlying such statements are the responsibility
of the Board of directors and have not been reviewed or reported on
by the Company’s external auditors.
Dissemination of a Regulatory Announcement, transmitted by EQS
Group.
The issuer is solely responsible for the content of this
announcement.
|