Apexhi Annual Report 2005
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APEXHI ANNUAL REPORT 2005 ONE INVESTMENT • TWO OPPORTUNITIES Contents Nature of business 3 Our track record 4 Vision, mission and objectives 5 Year at a glance 7 Highlights 9 Directors review 10 Directorate and administration 33 Profile of directors 34 Corporate governance 35 Report of the independent auditors 39 Certificate by company secretary 39 Directors report and statement of responsibility 40 Financial statements Balance sheet 42 Income statement 43 Statement of changes in equity 44 Cash flow statement 45 Notes to the financial statements 46 Analysis of unit holders 60 Details of property portfolio 61 Unit holders diary 68 Notice of annual general meeting 69 Notice of debenture holders meeting (A and B debentures) 72 Proxy form (annual general meeting) to the members Perforated Proxy form (A and B debenture holders meeting) Perforated ONE INVESTMENT • TWO OPPORTUNITIES 1 Nature of business LISTED PROPERTY COMPANY ApexHi Properties Limited (ApexHi ) is a property loan stock ( PLS ) company, which listed on the JSE Limited ( JSE ) in the Real Estate sector on 5 March 2001. The company offers investors a high-yielding, professionally managed portfolio of commercial, retail and industrial properties and is currently the third largest listed South African property company on the JSE, with a market capitalisation in excess of R4,0-billion. INNOVATIVE UNIT STRUCTURE ApexHi is the first and only listed property company to offer a unique structure with separately listed A and B units, which provides two investment opportunities, within one property portfolio. The A units are entitled to receive the first 102 cents per unit, per annum, or 45% of the distributable income, whichever is greater. The A units will therefore be entitled to 45% of any annual distribution which exceeds 227 cents per unit. Since their creation in 2001 these units have been ideally suited to investors who require a low risk return. These units have to date shown no income growth but are safe, dependable, predictable and relatively high-yielding. The B units are entitled to the balance of the income once the A unit holders have been paid. These units carry more risk, but have the prospect of greater income distribution, providing those who have an appetite for risk with an attractive income return and yield sweetener . The structure has proved to be extremely successful and has promoted the trading of units, resulting in higher than average liquidity. In addition, because the two units appeal to different investor profiles, ApexHi has managed to attract investors who are risk-averse as well as those who have an appetite for risk. Investors can own either A or B units, or a combination of both, which allows the investment to be matched to individual risk profile and income requirements. ONE INVESTMENT • TWO OPPORTUNITIES 3 Our track record Value of property portfolio Number of properties R’000 Number 5 000 000 300 R4,0 b 244 4 000 000 250 235 209 R3,0 b 200 3 000 000 173 R2,1 b 150 2 000 000 R1,6 b 100 1 000 000 50 R0,3 b 15 0 0 2001 2002 2003 2004 2005 2001 2002 2003 2004 2005 Lettable area Vacancy m2 % 2 500 000 25 2,0 mil 2 000 000 1,9 mil 20 19% ² 1,6 mil m 15% 1 500 000 15 14% 14% ² ² ² 1,2 mil m m m 45 247 11% 1 000 000 10 ² m 242 726 271 610 500 000 5 165 434 0,2 mil 221 208 0 0 2001 2002 2003 2004 2005 2001 2002 2003 2004 2005 Sectoral split by lettable area Gearing as % of property portfolio % % 100 35 31,6% 30,5% 29,7% 84% 30 28,7% 80 25 60 52% 53% 20 47% 44% 40% 13,3% 40 35% 15 25%23% 25%22% 10 20 16% 18% 16% 5 0% 0 0 2001 2002 2003 2004 2005 2001 2002 2003 2004 2005 Office Retail Industrial Market capitalisation Distributable income R’000 R’000 5 000 000 500 000 R4,1 b R409,6 m 4 000 000 400 000 R324,4 m 3 000 000 R2,7 b 300 000 R247,1 m 2 000 000 R1,8 b 200 000 R175,5 m R1,2 b 1 000 000 100 000 R0,3 b R19,6 m 0 0 2001 2002 2003 2004 2005 2001 2002 2003 2004 2005 Units in issue (A and B) Distributions Units Cents 250 000 000 125 120,5 c 120 200 000 000 189 776 988 173 777 398 115 110,75 c 150 000 000 131 058 795 110 106 c 101 450 900 105 100 000 000 102 c 103 c 102 c 102 c 102 c 100 50 000 000 26 171 492 90 0 0 2001 2002 2003 2004 2005 June 2002 June 2003 June 2004 June 2005 A unit B unit 2001 Represents 4 months. 4 ONE INVESTMENT • TWO OPPORTUNITIES Vision, mission and objectives ApexHi s initial property portfolio consisted mainly of office buildings located in the inner cities of Johannesburg, Pretoria and Durban, and the portfolio provided a relatively high yield because of the perceived risk of the portfolio. The company positioned itself as a high yielding income fund which would deliver consistent income to investors through quarterly distributions. The mission of the company has been to significantly grow the size of the property portfolio with revenue enhancing purchases throughout South Africa, to spread the risk evident in the initial portfolio. Risk has been further reduced by balancing exposure to the commercial and retail properties in the portfolio. This has now been achieved: 40% of the portfolio consists of retail space, 44% office space, with the balance in industrial properties. Property fundamentals relating to the profile of properties owned by ApexHi have improved over the past four years. Growth in rentals, the reduction in vacancies, lower inflationary growth in operating costs coupled with continuously reducing interest rates on borrowings have produced growing income distributions per unit. Because of the A and B unit structure, this growth in distribution has all been to the benefit of the B units while increasing the income cover on the A units. ApexHi s better balanced portfolio and improved property fundamentals will enable the company to grow its distribution to unit holders in line with that being shown by similar listed portfolios. The R2,27 per combined unit earnings threshold to be achieved before the A units show income growth will be reached in the coming year. ApexHi s objective in the years ahead will be to grow distributions for both the A and B units. ONE INVESTMENT • TWO OPPORTUNITIES 5 The year at a glance July 2004 ● Sale of Albany Grove for R0,9-million ● Acquisition of Sanlam Centre Vanderbijlpark for ● Sale of Curatio for R14,1-million R40,5-million ● Sale of 78 Fox Street for R39,9-million ● Market capitalisation of R2,79-billion ● Sale of Innes Chambers for R13,0-million ● August 2004 Sale of West End Centre for R1,0-million ● Acquisition of Eerste Rivier City Centre for ● Quarterly distribution of 25,50 cents per A unit, R19,5-million and 29,50 cents per B unit ● Sale of 25% interest in Embankment Park for ● Market capitalisation of R3,59-billion R2,1-million January 2005 September 2004 ● ApexHi gains control of 19% of MICC’s issued ● Acquisition of Turfloop for R16,3-million share capital ● Quarterly distribution of 25,50 cents per A unit, ● Launch of six-months rent free Space-2-Go and 29,0 cents per B unit concept ● Sale of 6 Skietlood for R3,0-million ● Sale of Hollandia House for R0,9-million ● Market capitalisation of R2,98-billion February 2005 October 2004 ● Acquisition of Rivonia Square for R63,0-million ● Acquisition of Kathu Centre for R10,5-million ● Sale of Standard Bank Pinetown Branch for ● Acquisition of Simunye for R18,7-million R2,1-million ● Acquisition of Dikai for R9,3-million ● Sale of 76 Juta Street for R5,3-million ● Acquisition of Nedbank Nelspruit for ● Sale of Medical City for R4,5-million R51,9-million ● Sale of Bosman Building for R4,8-million ● Acquisition of Re A Hola Centre for ● Sale of Rand Central for R6,3-million R32,2-million November 2004 March 2005 ● ● Acquisition of Woolworths, Wynberg for Acquisition of SA Eagle Krugersdorp for R2-million R10,5-million ● ● Acquisition of Besterbrown for R52,6-million Acquisition of Matsamo for R30,4-million ● Acquisition of Witbank Medical Centre for ● Acquisition of Siyabuswa for R13,9-million R24,4-million ● Acquisition of Hammanskraal for R52,2-million ● Acquisition of Sammy Marks Portion 1 for ● Sale of Main Road, Wynberg for R2,3-million R38,1-million ● Sale of Woolworths, Wynberg for R1,9-million ● Acquisition of Berea Centre for R24,0-million ● Sale of Elzella for R1,2-million ● Sale of BSW land for R1,3-million ● Quarterly distribution of 25,50 cents per A unit, and 30,50 cents per B unit December 2004 ● Market capitalisation of R3,75-billion ● Acquisition of ABSA Centurion for R6,5-million ● Acquisition of ABSA Derdepoort for April 2005 R3,1-million ● Acquisition of Devonshire Parking Garage for ● Acquisition of ABSA Hercules for R3,9-million R22,2-million ● Acquisition of ABSA Kotze Street for R3,5-million June 2005 ● Acquisition of ABSA Pretoria West for ● Sale of Edura for R12,9-million R2,9-million ● Quarterly distribution of 25,50 cents per A unit, ● Acquisition of ABSA Silverton for R5,1-million and 31,50 cents per B unit ● Sale of Centurion Value World for R31,5-million ● Market capitalisation of R4,06-billion ONE INVESTMENT • TWO OPPORTUNITIES 7 for the year ended 30 June 2005 Highlights for the year ● ApexHi has delivered growth in distributions for the fourth consecutive year, with distributions totaling R409,6-million, comprising 102,0 cents per A unit and 120,5 cents per B unit for the year.