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Reviewed Preliminary Results and Cash Dividend for the year ended 31 March 2023

Published: 2023-05-18 09:06:21 ET
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        Investec Property Fund Limited
        PRELIMINARY RESULTS AND CASH DIVIDEND
        FOR THE YEAR ENDED 31 MARCH 2023 AND
        NOTIFICATION OF FINANCIAL ASSISTANCE




INVESTEC PROPERTY FUND LIMITED
Approved as a REIT by the JSE
Incorporated in the Republic of South Africa
Registration number: 2008/011366/06
Share code: IPF
Bond code: INV
ISIN: ZAE000180915
Income tax reference number: 9332/719/16/1
(“IPF” or “the Fund”)



The board of directors of IPF is pleased to announce the results for the year ended 31 March 2023:
HIGHLIGHTS
The 2023 financial year has been characterised by a strategic repositioning of the IPF business; a strong operational
performance from the underlying Fund portfolios; and a volatile global economic and interest rate environment. Against this
backdrop, highlights for the year include:
• Completed several significant strategic transactions which are long-term, value accretive and set the Fund on a clear path for
  future growth.
• Shareholder approval and support obtained for the internalisation of the asset management business.
• Achieved strong operational performances in the South African and European portfolios:
     o The SA portfolio remains stable and achieved growth against a challenging economic backdrop.
     o The European PEL portfolio captured strong growth in contracted rent.
• Results were however, adversely impacted by the global interest rate environment, resulting in an increase in our weighted
  average cost of funding in Europe. European interest rate costs have been capped with limited interest rate risk over the next
  2.5 years.
• Results in line with guidance, recording a decline in DIPS and DPS of 2.8% to 104.64288cps (Mar-22: 107.60945cps) and
  99.41074cps (Mar-22: 102.22898cps), respectively.
• 95% dividend payout ratio maintained.
• The balance sheet remains healthy with temporarily elevated LTV of 43.4%* at March 2023 due to strategic initiatives with
  defined plan to reduce.
• The Fund has low near-term refinancing risk and interest rate risk has been effectively managed.
• Achieved the ESG targets we set for our South African portfolio and will continue to embed these principles across
  our portfolio.

                                                                                                                             Restated
                                                                                                     Reviewed              and audited
                                                                                                     31 March                31 March
                                                                                                         2023                    2022             Movement %

Revenue (ZAR’000)1                                                                                   1 862 747               1 808 007                         3.0%
Operating profit (ZAR’000)2                                                                         1 033 006                1 005 916                         2.7%
Distributable earnings per share (cents)          3
                                                                                                        104.64                    107.61                   (2.8%)
Net asset value per share (ZAR)4                                                                           1 617                   1 696                   (4.6%)
Basic and diluted earnings per share (cents)5                                                             24.22                  128.99                   (81.2%)
Headline and diluted headline earnings per share6                                                         43.70                   177.85                 (75.4%)
1.
      Prior year was restated to include recoveries of municipal costs such as electricity and water recovered from lessees.
2.
      Increase due to improved vacancy rates and a strong performance in the industrial portfolio. In addition, costs and arrears have been well managed.
3.
      Decrease driven by EUR interest rate increases.
4.
      Decrease driven by the revaluation of the property portfolio in SA and Europe.
5. 	
      Decrease as a result of revaluation of the property portfolio in SA and Europe, increase in EUR interest rates and absence of rental guarantee in PEL.
6. 	
      Decrease due to the revaluation of the property portfolio in Europe, increase in EUR interest rates and absence of rental guarantee in PEL.
*
      When adjusted for proceeds received from the sale of the Netherlands Schiphol property that occurred post-year end, LTV is 42%.
                                                                                                  Investec Property Fund Limited
                                             REVIEWED PRELIMINARY RESULTS AND CASH DIVIDEND FOR THE YEAR ENDED 31 MARCH 2023
                                                                                    AND NOTIFICATION OF FINANCIAL ASSISTANCE




FY23 FINAL DIVIDEND
The Fund hereby declares an FY23 final dividend of 48.31977cps (R388.9m) in respect of the twelve months ended 31 March 2023.
This represents a 95% pay-out ratio for H2 FY23’s distributable earnings of 50.86292 cps. This brings the total dividend for FY23
to 99.41074 cps, representing a full year pay-out ratio of 95% for the year’s distributable earnings of 104.64288 cps. The full year
dividend meets the minimum distribution (75%) required to retain REIT status.
In accordance with IPF’s status as a REIT, shareholders are advised that the cash dividend meets the requirements of a
“qualifying distribution” for the purposes of section 25BB of the Income Tax Act, No. 58 of 1962 (“Income Tax Act”). The dividends
on the shares will be deemed to be dividends for South African tax purposes in terms of section 25BB of the Income Tax Act.
Compliance with REIT regulations requires payment of a dividend within 4 months of the Fund’s FY23 year end.
Tax implications for South African resident shareholders
Dividends received by or accrued to South African tax residents must be included in the gross income of such shareholders
and will not be exempt from income tax in terms of the exclusion to the general dividend exemption contained in section
10(1)(k)(i)(aa) of the Income Tax Act because they are dividends distributed by a REIT. These dividends are however exempt
from dividend withholding tax (“Dividend Tax”) in the hands of South African resident shareholders provided that the South
African resident shareholders have provided to the CSDP or broker, as the case may be, in respect of uncertificated Shares,
or the Fund, in respect of certificated Shares, a declaration by the beneficial owner (in such form as may be prescribed by the
Commissioner) that the dividend is exempt from dividends tax in terms of section 64F and a written undertaking (in such form
as may be prescribed by the Commissioner) to forthwith inform the CSDP, broker or the Fund, as the case may be, should the
circumstances affecting the exemption change or if the beneficial owner ceases to be the beneficial owner.
If resident shareholders have not submitted the above-mentioned documentation to confirm their status as South African
residents, they are advised to contact their CSDP, or broker, as the case may be, to arrange for the documents to be submitted
prior to the date determined by the regulated intermediary, or if no date is determined, by the date of payment of the dividend.
Tax implications for non-resident shareholders
Dividends received by non-resident shareholders from a REIT will not be taxable in South Africa as income and instead will be
treated as ordinary dividends which are exempt from income tax in terms of the general dividend exemption in section 10(1)(k)(i)
of the Income Tax Act. It should be noted that up to 31 December 2013 dividends received by non-residents from a REIT were
not subject to Dividend Tax. With effect from 22 February 2017, any dividend received by a non-resident from a REIT are
subject to Dividend Tax at 20%, unless the rate is reduced in terms of any applicable agreement for the avoidance of double
taxation (‘DTA’) between South Africa and the country of residence of the non-resident shareholder. Assuming Dividend Tax
will be withheld at a rate of 20%, the net dividend amount due to non-resident shareholders is 38.65582 cps. A reduced
dividend withholding rate in terms of the applicable DTA may only be relied on if the non-resident shareholder has provided
the following forms to their CSDP or broker, as the case may be, in respect of uncertificated shares, or the Fund, in respect of
certificated shares:
• A declaration by the beneficial owner (in such form as may be prescribed by the Commissioner) that the dividend is subject
  to a reduced rate as a result of the application of the DTA; and
• A written undertaking (in such form as may be prescribed by the Commissioner) to forthwith inform, the CSDP, broker or
  the Fund, as the case may be, should the circumstances affecting the reduced rate change or if the beneficial owner ceases
  to be the beneficial owner.
If applicable, non-resident shareholders are advised to contact the CSDP, broker or the Fund, as the case may be, to arrange
for the above-mentioned documents to be submitted prior to the date determined by the regulated intermediary, or if no date
is determined, by the date of payment of the dividend, if such documents have not already been submitted.
Salient dates relating to the final dividend
Last day to trade in order to receive distribution (cum-dividend)                                             Monday, 12 June 2023
Shares trade ex-dividend                                                                                      Tuesday, 13 June 2023
Record date for shareholders to receive dividend                                                             Thursday, 15 June 2023
Dividend payment date                                                                                         Monday, 19 June 2023

Shares may not be rematerialised or dematerialised between Tuesday, 13 June 2023 and Thursday 15 June 2023, both days
inclusive.
The above dates and times are subject to change. Any change will be released on SENS.
PROSPECTS AND GUIDANCE
The 2024 financial year will mark a turning point in the evolution of the Fund from a property investment business into an international
real estate fund and asset management company. While the longer-term focus will be on the roll out of a capital light fund
management model and exploring development pipeline opportunities in Europe, the immediate focus will be on maintaining the
stability of the current portfolio and enhancing the quality of recurring earnings.

With an underlying quality asset base and a robust balance sheet, IPF has strong foundations for future growth.
                                                                                                   Investec Property Fund Limited
                                              REVIEWED PRELIMINARY RESULTS AND CASH DIVIDEND FOR THE YEAR ENDED 31 MARCH 2023
                                                                                     AND NOTIFICATION OF FINANCIAL ASSISTANCE




South Africa
The South African macroeconomic backdrop remains muted, and the property sector faces many challenges, not limited to rising
municipal costs and an energy crisis which contributes to an increasing cost of occupation. While the South African portfolio has
stabilised and is performing to expectations, it is expected to deliver low growth that is reflective of the operating environment.

Initiatives to reduce our client’s cost of occupation will become increasingly necessary to drive bottom line earnings. With the portfolio
now largely de-risked, the focus will be on maintaining the quality and relevance of the portfolio and accelerating the capital recycling
program, to redeploy into core-plus and value-add opportunities.

Europe
Given the continued tailwinds supporting the sector, growth in contracted rent is expected to continue within the PEL platform, as the
management team actively works to capture ERV growth. In addition, positive medium-term earnings growth will be supported by a
capping out of funding costs for 2.5 years and cost savings initiatives.

Balance sheet
IPF’s balance sheet remains robust with LTV expected to return to a target of 35% in the medium-term. The Fund continues
to proactively recycle capital and has low near-term refinancing risk with interest rate risk appropriately managed. Funding costs are
however, expected to increase as maturing debt is refinanced and re-hedged in the new higher interest rate environment.

Overall fund
The increase in funding costs for the PEL platform during FY23 took place in the second half of the financial year, and whilst these
costs have been capped they are not fully reflected in the full year results. As previously communicated, the acquisition of the
additional 19% interest in PEL is marginally dilutive.

In addition, the refinancing of R6.5bn of debt and related Euro CCS positions were concluded towards the end of FY23 and the full
impact of the higher costs will only be reflected in FY24. A strong operational performance in FY24 is thus expected to be partially
offset by these higher funding costs.

The impact of the management internalisation is expected to be accretive to earnings as previously communicated to market, but
remains subject to Competition Commission approval. As such, the full accretionary impact will not be recognised in FY24.

The rollout of the funds management strategy is expected to create new revenue streams that will further buffer earnings and reduce
LTV. There has been significant market interest in working with the Irongate platform and the management team are actively focused
on growing new strategies and sourcing capital. Together with strategies in Europe and South Africa, this remains a growth vector that
the Fund expects to build to scale over the medium to longer term.

Maintaining the overall quality of our portfolio is important and the level of capex will be managed accordingly. We do anticipate
incurring an ongoing level of capex spend which does drag cashflows and short-term earnings.

Taking the above into account, the Fund expects to deliver low single digit DIPS growth in FY24. The Fund will continue to target
a dividend payout ratio of between 90% to 95%, after taking into account its LTV position, capex funding requirements and and
tax considerations.

The above guidance assumes that current normalised trading conditions will persist and does not consider the impact of any
unforeseen circumstances, potential business failures or the occurrence of any other factors that are beyond the Fund’s control.

FINANCIAL ASSISTANCE
NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT NO 71 OF 2008, AS AMENDED
Shareholders are advised that at the annual general meeting of the Fund held on 02 August 2021, shareholders approved and
passed a special resolution in terms of Section 45 of the Companies Act No 71 of 2008, as amended (the Act) authorising the
Fund to provide financial assistance to among others, related or inter-related companies of the Fund.
Shareholders are hereby notified that in terms of S45(5)(b) of the Companies Act No 71 of 2008, as amended, the board of
directors of the Company authorised the issue of guarantees and suretyships to third parties for finance and other facilities
granted by those third parties to wholly-owned subsidiaries of the Company during the period 1 April 2022 to 31 March 2023.
The board has confirmed that, after considering the reasonable foreseeable financial circumstances of the Company, it is
satisfied that immediately after providing such financial assistance, the Company would satisfy the solvency and liquidity test,
as contemplated in terms of Section 4 of the Act, and that the terms under which such financial assistance was given were fair
and reasonable to the Company.
                                                                                                Investec Property Fund Limited
                                           REVIEWED PRELIMINARY RESULTS AND CASH DIVIDEND FOR THE YEAR ENDED 31 MARCH 2023
                                                                                  AND NOTIFICATION OF FINANCIAL ASSISTANCE




FURTHER INFORMATION
The directors of IPF are responsible for the preparation and fair presentation of this short-form announcement and its contents.
The reviewed preliminary condensed consolidated financial results for the year ended 31 March 2023 have been reviewed by
PricewaterhouseCoopers Inc., who expressed an unmodified review conclusion. A copy of the auditor’s review report is available
for inspection at our registered office together with the financial statements identified in the auditor’s report.
This short-form announcement is a summary of the information and does not contain full or complete details, any investment
decision should be based on the full announcement available at: https://senspdf.jse.co.za/documents/2023/jse/isse/IPF/YE23.pdf
and on the IPF website at: https://www.investecpropertyfund.com/content/dam/international/investec-property/ipf-investor-
relations/IPF_Financial_Results_2023.pdf under “Financial Results”. In addition, copies may be requested via email on:
InvestecPropertyFund@investec.co.za. The full announcement is available on request at: InvestecPropertyFund@investec.co.za
from Thursday, 18 May 2023.
LINK TO RESULTS CALL
The Fund will host a presentation on the reviewed condensed consolidated financial results for the year ended 31 March 2023
via webcast today at 14:00 (SA time). A virtual question and answer session will be accommodated during the presentation.
The webcast can be accessed via the following link: https://www.corpcam.com/IPF18052023
Johannesburg
18 May 2023
Sponsor
Investec Bank Limited