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Notes to the Annual Financial Statements 44 INTEGRATED REPORT // 2015 CONTENTS ORGANISATIONAL OVERVIEW 4 BOARD OF DIRECTORS 6 CHAIRMAN’S REPORT 8 CHIEF EXECUTIVE’S REPORT 9 SOCIAL AND ETHICS COMMITTEE REPORT 14 SUSTAINABILITY 16 CORPORATE GOVERNANCE REPORT 20 RISK MANAGEMENT 22 REMUNERATION REPORT 24 ANNUAL FINANCIAL STATEMENTS 26 NOTICE OF ANNUAL GENERAL MEETING 68 FORM OF PROXY 75 FUND PROFILE EQUITES PROPERTY FUND LIMITED is a South African property fund manager and developer focused predominantly on quality industrial assets at the top end of the industrial sector and to a lesser degree office property. The 20 prominent industrial and office properties currently in its portfolio are all in the Western Cape. Major tenants include Simba, Foschini, Execujet, Digistics, Imperial, Puma, UTI (Adidas), Avery Dennison, Courier-IT, Kuehne & Nagel AG, NGK Ceramics, Dole USA and Barloworld. Equites is structured as a Real Estate Investment Trust (REIT) and is internally managed. INTEGRATED REPORT 2015 // 1 “ THIS REPORT REFLECTS A SOLID BEGINNING FOR A GROUP THAT HAS SET ITS SIGHTS ON MAKING ITS MARK IN THE SOUTH AFRICAN LISTED PROPERTY SPACE.” LEON CAMPHER CHAIRMAN 18 – 22 MONTREAL, AIRPORT INDUSTRIA, CAPE TOWN (TENANT: COURIER-IT) 2 // INTEGRATED REPORT 2015 INTEGRATED REPORT 2015 // 3 ORGANISATIONAL OVERVIEW Through the merger of the portfolios of three independent Western Cape-based industrial property developers, Equites Property Fund Limited (“Equites”) successfully listed on the JSE on 18 June 2014. • Equites owns 17 industrial and 3 office buildings totalling 137,663m2 of gross lettable area • Total portfolio value of R1.4 billion with weighted average escalations of 8.1% • R650 million capital raised through a substantially oversubscribed private placement • Total distributions to shareholders since listing of R69.9 million, exceeding the pre-listing forecast by R3.4 million (5.1%) • The dividend per share of 61,3 cents equals a distribution yield of 8.2% for the 9 months to 28 February 2015, marginally exceeding the pre-listing forecast • A share price growth of 28.5% since listing on 18 June 2014 to the end of the reporting year • A total return to shareholders of more than 36.6% (48.8% on annualised) since listing • Delivery on all forecasted transactions in the pre-listing statement • Post-listing acquisitions totalling R118.8 million were concluded and implemented • R150 million development lease for new The Foschini Group distribution centre in Midrand SHARE PRICE (CENTS) 18 June 2014 – 28 February 2015 1 300 1 250 1 200 1 150 1 100 1 050 1000 4 // INTEGRATED REPORT 2015 Expiring Monthly 2% 2020 and later Expiring 37% 2016 68.9% 12% Expiring 2017 of gross lettable 10% LEASE EXPIRY PROFILE BY area let to blue REVENUE Expiring chip tenants. 2018 15% Vacant, 0.8% Other local Expiring tenants and 2019 sole proprietors, 24% 13,4% Smaller international and national tenants, 61% 16,9% TENANT PROFILE BY GROSS LETTABLE AREA of lease revenue Large nationals, expires in 2019 large listed and government, 68,9% and later. “ Our business is all about consistently delivering on our undertakings and exceeding expectations and we are pleased to confirm that we have achieved all our objectives since listing” EQUITES EXECUTIVE TEAM FROM LEFT TO RIGHT: BRAM GOOSSENS (CFO), ANDREA TAVERNA-TURISAN (CEO), RIAAN GOUS (COO) Andrea Taverna-Turisan (CEO), 12 May 2015 INTEGRATED REPORT 2015 // 5 BOARD OF DIRECTORS BOARD OF DIRECTORS STANDING: JOHNNY CULLUM, RIAAN GOUS, ANDREA TAVERNA-TURISAN, BRAM GOOSSENS, GIANCARLO LANFRANCHI AND KEVIN DREYER SEATED: NAZEEM KHAN, LEON CAMPHER AND RUTH BENJAMIN-SWALES Independent non-executive directors Leon Campher (67) Nazeem Khan (59) Ruth Benjamin-Swales (52) CHAIRMAN BSc (QS) (University of Natal), MAQS, PrQS, A.AArb CA (SA) (University of Cape Town) BEcon (Stellenbosch) Nazeem Khan attended the University of Ruth is currently a senior policy advisor Leon is the CEO of Association for Natal (Durban) where he obtained a at ASISA, where she is responsible as the Savings and Investment South Africa BSc (QS) degree. He has been in the CEO for the ASISA Foundation and the (“ASISA”) and was appointed into profession for the past 35 years and has ASISA Enterprise Development Fund, this role on 1 October 2008. ASISA varied experience in all aspects of property and serves on the ASISA Transformation represents all the life offices, fund development. He is currently a director Board Committee and the Financial managers, mutual funds, fund platforms, of the national firm Bham Tayob Khan Sector Charter Council. and multi managers in South Africa. Matunda (BTKM) Quantity Surveyors with offices throughout South Africa. Ruth is a University of Cape Town Starting in 1973, Leon spent 13 years graduate who qualified as a CA(SA) in with Old Mutual as an investment analyst Nazeem is a non-executive director at 1989. She was an audit partner with and portfolio manager. In 1985 he left Brimstone Investment Corporation Ernst & Young from 2002 to 2012, Old Mutual to form Syfrets Managed Limited and also serves as the chairman where she was responsible for a portfolio Assets where he was portfolio manager of Brimstone Investment Corporation of clients primarily in the education and and CEO. In 1993 Leon left Syfrets and Limited Audit committee. public sectors. Since qualifying, Ruth has was one of the founding members of served her profession on a number of Coronation where he was CEO of councils and boards including SAICA Coronation Fund Managers and Executive and as president of the Independent Director of Coronation Holdings Limited Board for Auditors (IRBA). She has also which was listed on the JSE. served on a number of audit and risk committees in the public sector. Leon serves on the boards of Sun International Limited and Brimstone Investment Corporation Limited. 6 // INTEGRATED REPORT 2015 Non-independent non-executive directors Giancarlo Lanfranchi (46) co-developing and acquiring numerous Johnny is also extensively involved in DEPUTY CHAIR properties. Most recently, in a joint renewable energy generation in South DipArch (CPUT) venture with Redefine Properties Limited, Africa and his company, Mulilo the Swish Property Group successfully Renewable Energy Proprietary Limited, Giancarlo is the CEO and founder of the completed a R600 million mixed use has been one of the most successful Swish Property Group, a prominent development (sporting the first players in the renewable energy sector. Western Cape based property Doubletree by Hilton Hotel in Africa), development and investment group which in a previously marginalized area of Cape has successfully implemented brownfield Town, contributing to the revitalization Kevin Dreyer (53) and greenfield developments in excess of of the now popular Woodstock. R2.5 billion over the past 15 years. Kevin runs the development arm of the Giancarlo has a passion for uplifting Cape Town International Airport based undesirable locations and the Swish Johnny Cullum (53) consortium and is also a major share- Property Group has won numerous BEng (Civil) (Stellenbosch), Pr Eng holder in the property portfolio of the NHBRC awards, Swish was also accredited Cape Town International Airport based for the best Brownfield’s re-development Johnny is a qualified Civil Engineer and a consortium. He has substantial knowledge and development initiatives in South partner in CSV Construction, one of the of the Western Cape industrial property Africa in 2007, 2008 and 2009 as well as Western Cape’s biggest diversified civil sector and has negotiated and the CNBC award in 2006 for Best High contracting companies. He has extensive implemented several significant Rise Development in Africa. industrial property knowledge and his transactions in the airport node. property owning companies are the Giancarlo has also built up a prestigious primary landlord in and around the Cape Kevin also owns Automotion Airport portfolio of industrial, retail and Town International Airport. Parking Proprietary Limited, which commercial properties by developing, renders valet parking services at the Cape Town International Airport. Executive directors Andrea Taverna-Turisan (46) (CEO) Riaan Gous (49) (COO) Bram Goossens (37) (CFO) BSc (Honours) (Mathematics and Management) BA (Law) LLB (Stellenbosch) BCom (Hons), PGDA (University of Cape Town), CA (SA) (Kings College, London) Riaan graduated with BA (Law) and LLB Bram completed his tertiary education Andrea graduated with a BSc Hons degrees from the University of at the University of Cape Town and degree in Mathematics and Management Stellenbosch after which he joined one completed his articles with PwC in Cape from King’s College, London. He of SA’s leading law firms, Hofmeyr, Town where he was later admitted as a emigrated to South Africa in 1995 and Herbstein Gihwala Inc (now known as partner. During more than 12 years with initially worked as a Commercial Property DLA Cliffe Dekker Hofmeyr Inc). As a PwC he gained wide ranging experience Broker at McCreedy Friedlander in director of the firm Riaan practised in with retail, property and industrial clients, Bellville. He was one of the founding the commercial department with a both in South Africa and internationally. members of Rialto Foods, a food import strong focus on mergers and acquisitions business, in April 1998 and was and property transactions. In 2001 He was responsible for some of PwC’s instrumental in growing this business Riaan joined the Arabella Group as an key clients in the Western Cape including into the Italian food importer of choice executive director where he was Shoprite Holdings Limited. He was also of Woolworths. intimately involved in the development the audit partner for Tradehold Limited – and operational phases of the Arabella a property company listed on the JSE In 2006, Andrea sold his shares in property portfolio. with a portfolio of commercial properties Rialto and started specialising in the in the UK. development of distribution warehouses During 2011, Riaan joined Andrea and for his own account. He formed Chiluan Giancarlo in their property businesses in Holdings Proprietary Limited through anticipation of the Equites listing.
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