HYPROP Investments 2015

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INTEGRATED REPORT

for the year ended 30 June 2015

PROPERTY INVESTMENT EXCELLENCE


CONTENTS ABOUT THIS REPORT
1 – 17
1 About this report
2015 in perspective
2 Performance highlights
4 Group profile and strategic focus
6 Chairman’s report
8 Chief executive officer’s report
12 Financial director’s report
16 Five-year review
17 Value added statement

20 – 33
Group overview
20 Hyprop’s business structure
21 Company structure
22 Directorate
24 Embedding sustainability in our business
25 Hyprop capitals
26 Hyprop’s business model
28 Risk management
32 The market in which we operate

36 – 43
Operational review
36 Property portfolio – South Africa

46 – 57 Hyde Park Corner, Johannesburg

Social and ethics review


46 Social and ethics committee report
46 Human capital: Investment and development
51 Intellectual capital More information can be found Further reading can be found
elsewhere in the report online: www.hyprop.co.za
52 Social and relationship capital
53 Natural capital: Environmental impact
This integrated report covers the activities of Hyprop Investments Limited
60 – 67 for the financial year ended 30 June 2015, and follows a similar report for the
Corporate governance year ended 30 June 2014.
60 How we govern and manage our business
Hyprop continues to provide a comprehensive view of the company in one
61 Corporate governance
integrated report, with supplementary information on our website. This
66 Remuneration report
report identifies and explains the material economic, social, governance
and environmental issues facing the group and their impact. We regard this
70 – 75 report as a valuable opportunity to engage with our stakeholder groups and
Annexures respond to issues raised. The report should enable stakeholders to evaluate
70 History Hyprop’s ability to create and sustain value over the short, medium and long
71 Stakeholder engagement term.
72 King III application
Scope and boundary
The reporting on our sustainability initiatives covers the group holding
77 – 151
company and shopping centres in our sub-Saharan Africa portfolio (including
Financial statements South Africa).
78 Independent auditor’s report
79 Financial statements Material changes to the size, structure or ownership of the group during
86 Notes the year included the sales of non-core assets: CapeGate Lifestyle Centre,
CapeGate Value Centre and Stoneridge. Effective 1 July 2014, all investments
152 – IBC in sub-Saharan Africa (excluding South Africa) are held through Hyprop
Investments Mauritius, a wholly owned subsidiary.
Shareholder information
152 Shareholder analysis Reporting principles
IBC Shareholders’ diary The annual financial statements were prepared in accordance with
IBC Distribution details International Financial Reporting Standards (IFRS), the SAICA Financial
IBC Administration Reporting Guides issued by the Accounting Practices Committee and
Separate booklet Financial Reporting Pronouncements issued by the Financial Standards
Council, the JSE Limited Listings Requirements and the South African
Notice of annual general meeting
Companies Act 2008. Accounting policies applied in preparing these financial
statements are consistent with those applied in the audited financial
statements for the prior financial period.
Hyprop Investments Limited
Integrated Report 2015 1

Canal Walk, Cape Town

Hyprop has applied many of the recommendations in the International and sufficiently addresses all material issues, and fairly presents the
Integrated Reporting Committee’s 2013 framework. We have also integrated performance of Hyprop, its subsidiaries, joint ventures and
considered and applied, where practical, the latest guidelines and associates for the period, within the scope set out above.
disclosure standards of the Global Reporting Initiative (GRI G4).
The board has approved this integrated report.
In this reporting period, Hyprop compiled its second submission to
the Carbon Disclosure Project (CDP), a voluntary and comprehensive
international benchmark on environmental reporting, and its second
submission to the Global Real Estate Sustainability Benchmark (GRESB).
Pieter Prinsloo Laurence Cohen Lindie Engelbrecht
Chief executive Financial director Audit committee
Materiality
officer chairman
As detailed on our website, the board has considered matters
deemed material to the business of Hyprop and its stakeholders, and
addressed issues that: Forward-looking statement
Q Have significant direct short, medium and long-term financial This integrated report contains forward-looking statements that, unless
impacts otherwise indicated, reflect our expectations as at 30 June 2015. Actual
Q Are agreed strategic policy items results may differ materially from the group’s expectations if known
Q Are peer-based norms and unknown risks or uncertainties affect its business, or if estimates
Q Are considered social norms, as indicated by current and likely or assumptions prove inaccurate. The group cannot guarantee that any
future regulations, and institutionalised norms and standards. forward-looking statement will materialise and, accordingly, readers
are cautioned not to place undue reliance on these statements. The
Assurance group assumes no obligation to update or revise any forward-looking
Hyprop’s external auditors, Grant Thornton, have audited the financial statement if new information becomes available, other than as
statements for the year ended 30 June 2015. Their unqualified audit stipulated by the JSE Listings Requirements.
report is on page 78. The scope of the audit was limited to information
in the financial statements on pages 82 – 151. In line with best practice,
we take a combined view of our assurance activities to ensure all
material aspects are covered.

Board approval Contact point


The audit committee acknowledges its responsibility on behalf of the We welcome your feedback on this report. Please direct this to:
board to ensure the integrity of the Hyprop integrated report 2015. Viki Jane Watson, Investor relations, +27 11 447 0090 or
The committee has reviewed the report and believes it appropriately [email protected]
Hyprop Investments Limited
2 Integrated Report 2015

PERFORMANCE HIGHLIGHTS
2015 IN PERSPECTIVE

Financial performance
Dividend up Total return Like-for-like
NAV up 95%
15% 59,0% of debt fixed for
to 543 cents 13,4% 5,2 years
per share

Distribution growth

Cents per share


700
15,0%
600 543,0
11,3%
500 6,0% 472
9,9%
400 424
400
13,7% 16,3%
9,5% 13,1%
300 10,4% 9,4% 4,5% 7,5% 262,7 280,3
211 231 241
202 198 213
200
100
0
2012 2013 2014 2015
QFirst half QSecond half QTotal O% growth

Total revenue from Strong performance from Total assets up


investment property Rosebank Mall
7,4% to R28,9 billion
R2,6 billion
up 11,9% Read more on page 12

Corporate activity Sustainability


Proceeds of Clearwater Mall’s solar
photovoltaic plant, generating 1 500kW at peak,
R833 million
from disposal of non-core assets:
has a generating capacity of 2,5GWh per annum

Second submissions to Global Real Estate


CapeGate Lifestyle, CapeGate Value Centre Sustainability Benchmark (GRESB) and Carbon
and Stoneridge applied to reduce debt Disclosure Project (CDP) on environmental,
carbon emissions, social and governance
performance
Hyprop Investments Limited
Integrated Report 2015 3

Operational activity Sub-Saharan Africa


Occupancy levels remain high at Investments in sub-Saharan Africa

98% (excluding South Africa) of

across the portfolio (2014: 97,6%) R2,3 billion


Property costs controlled with
cost-to-income ratio reduced to
The 14 624m2 Achimota Centre in Ghana
opened in October 2015
33,6%
(2014: 34,4%)

Redeveloped Rosebank Mall opened


in October 2014 and immediately
contributed to growth in distributions

Extension to Woolworths store in


Canal Walk completed in June 2015

Tenant mix improved at Hyde Park


Corner’s Cortina Court, hosting
high-end brands including Versace, Upgrades and extensions
Longchamp and Armani ƒ Clearwater Mall’s R37 million upgrade and
extension, housing leading global fashion
brands H&M, River Island and Top Shop, will
open in April 2016
ƒ Somerset Mall’s Woolworths store upgrade
opened in October 2015

Social responsibility
Hyprop Foundation Funded

R380 000 with a further contribution of R100 000 from Hyprop and
stakeholder contribution of R350 000 towards the Stop Hunger Now SA feeding
scheme, ensuring 2 088 learners were fed three times a day for a year

Read more on page 52


Hyprop Investments Limited
4 Integrated Report 2015

GROUP PROFILE AND STRATEGIC FOCUS


2015 IN PERSPECTIVE

Group profile

Hyprop, Africa’s leading specialist shopping centre Real Estate Investment Trust (REIT), operates an
internally managed portfolio of shopping centres in major metropolitan areas across South Africa.
Hyprop also has a growing presence in sub-Saharan Africa, through a joint venture with Attacq
Limited (Attacq) and the Atterbury Group.

The core portfolio consists of premier shopping centres in South to attract new concept and flagship stores, and are preferred locations
Africa, including super regional centre Canal Walk, large regional centres for international brands. These characteristics provide defensive
Clearwater Mall, The Glen Shopping Centre, Woodlands Boulevard, qualities in an economic downturn. In South Africa, our assets are
CapeGate Shopping Centre, Somerset and Rosebank Malls, and regional internally managed by capable, experienced teams. Our hands-on
centre Hyde Park Corner. The portfolio also includes interests in Accra approach allows us to effectively optimise our assets.
Mall and West Hills Mall (both in Accra, Ghana), and Manda Hill Centre
in Lusaka, Zambia. In terms of sustainable growth, we are well placed to capitalise on
African opportunities. Hyprop’s growing presence in sub-Saharan Africa,
Our structure provides a solid foundation for growth. We have in addition to Accra Mall in Accra, Ghana and Manda Hill in Lusaka,
11 prime shopping centres in South Africa, two co-owned. Quality Zambia; now also includes the 27 500m2 West Hills Mall in Accra,
assets, strong contractual lease escalations and a sound balance sheet, Ghana, which opened in November 2014, while construction is now
position Hyprop well to weather the impact of a challenging economic complete at Achimota Mall in Accra, which opened in October 2015.
environment. Our assets dominate in terms of average size, which helps Construction is under way at Kumasi City Mall in Kumasi, and is due for
completion in 2017.

Investment proposition Hyprop’s focus


Hyprop offers investors direct access to high-quality shopping Q Sustainable income growth through contractual rental escalations
centres in sub-Saharan Africa and other emerging markets through Q To improve the shopping centre portfolio through reinvestment,
a transparent investment vehicle focused on income and capital with continuous extensions and refurbishments
growth. Q Sound balance sheet
Q Specialised and experienced internal management.
Each Hyprop shopping centre is distinguished by:
Q Quality, size and location, catering to middle to higher-income
consumers
Q Mix of flagship national and international retail tenants
Q Being the preferred shopping destination in high-density,
metropolitan areas.

Investment profile
Investments Distributable income

Held for sale R1,2 billion Held for sale R104,8 million
Sub-Saharan Africa Properties sold R51,3 million 2,9%
(excluding SA)
4,3% Sub-Saharan Africa 2,4% 5,8%
R2,3 billion
8,2% (excluding SA)
R42,4 million*

87,5% 88,9%

Core South African portfolio Core South African portfolio


R25,0 billion R1,6 billion

* After finance costs


Hyprop Investments Limited
Integrated Report 2015 5

Strategic goals
Achieve sustainable distribution and capital growth
by owning quality shopping centres in sub-Saharan
Africa and other emerging markets

Investments
Sub-Saharan Africa South Africa

Maintain our leading


Diversify geographical spread
retail REIT position

Expand into rest


Invest in South Africa
of sub-Saharan Africa

Developments, Differentiate our position


expansion and acquisitions in a maturing market

Developments,
expansion and acquisitions

Dispose of
non-core assets
Hyprop Investments Limited
6 Integrated Report 2015

CHAIRMAN’S REPORT
2015 IN PERSPECTIVE

The South African listed


property sector produced
a total return of 27% for
the year to 30 June 2015
and the FTSE/JSE REIT index
delivered a return of 22%.

Hyprop’s return for the


same period was

59%
Gavin Tipper, chairman

We live in interesting times. As we anticipate interest rate rises in Despite uncertainties in the global economy and the obvious
the UK and US, Chinese stock markets have fallen, economic news difficulties locally, the domestic property sector has performed
flow from that country is largely negative and its currency has been strongly over an extended period. Many of the listed counters
devalued to support the economy. The devaluation was limited, but produce significant real returns and the sector has seen some of the
conclusions on the impact of lower Chinese demand on world markets consolidation we expected, as well as new listings. The South African
have impacted global growth projections and, more specifically, listed property sector produced a total return of 27% for the year to
emerging market currencies. Some progress has been made in 30 June 2015 and the FTSE/JSE REIT index delivered a return of 22%.
addressing the issues Europe faces, but it is likely to be some time Hyprop’s return for the same period was 59%.
before certain of the more troubled economies in the European Union
are stabilised and interest rates can return to more normal levels. Hyprop’s domestic portfolio performed well during the period. Despite
the pressure on South African consumers, retailers in our centres
The South African economy is stuttering. Growth is too low to address produced strong results and we see pleasing demand for space in the
the chronic unemployment problem. Load shedding and unionised malls. As reported elsewhere, we were able to accommodate some of
labour hinder business’ ability to create jobs and there is an absence this demand through a series of developments in our centres.
of leadership from government. The economy depends heavily on a
relatively small tax base and unless we are able to develop and grow The financial state of certain South African retailers featured
that tax base, the consequent lack of available funding will erode extensively in the press during the year; we have replaced some tenants
even more aspects of what are perceived as normal attributes of with stronger covenants who were waiting for space, and will continue
a functioning economy. to work with those who have not defaulted.

The redevelopment of Rosebank Mall was completed early in the


period and the mall has traded well since opening. We made various
investments in the remainder of our properties and there is an exciting
pipeline of opportunities that will be completed as appropriate to the
properties and our tenants.
Hyprop Investments Limited
Integrated Report 2015 7

The South African market for properties that suit our portfolio is The macro-economic context in which we operate dictates a cautious
limited, with few sales and transactions at high prices where they take outlook and a number of commentators on the listed property sector
place. We disposed of a number of non-core assets during the period are arguing for substantially more muted growth in future than in
and are considering approaches on some remaining non-core assets. recent years. Despite this, we believe our portfolio is well structured
with sufficient tenant depth to produce satisfactory returns over the
The non-South African portfolio performed in line with expectations. medium term.
Manda Hill and the Accra Mall traded well; West Hills Mall in Accra
opened during the period with strong footfall, but lower trading Sustainability
densities than targeted, and the remaining developments are We recognise the importance of a sustainable business and of
proceeding. Although the current weakness in the Ghanaian economy sustainability in the different facets of our business.
has had a minimal effect on our trading malls, we have elected to delay
further developments on existing properties. Our commitment to being a good corporate citizen pervades our
approach to business and we endeavour to act in a responsible,
We will continue to consider acquisitions in Africa and other emerging balanced and commercially sensible manner. As such, we ensure our
markets where assets of appropriate quality become available at business model is sustainable and that it remains relevant to the
acceptable yields. economies we operate in.

Hyprop produced a strong financial performance for the year, with We are conscious of our impact on the environment and have been
the distribution for the second six-month period increasing by 16,3% measuring and mitigating that impact for a number of years. We have
over the comparable period in 2014 and the annual distribution rising made meaningful progress and our process has become increasingly
by 15,0%. Results for the year benefited from increased income from sophisticated, with demanding goals and tight accountability for
Rosebank Mall, the net benefit of income from the Somerset Mall outcomes.
over the lost Sycom income, tight control of operating expenses and
effective management of the interest expense. Transformation is a priority for successful South African businesses.
Hyprop has demonstrated regular improvement in this area and while
The level of foreign shareholding in Hyprop increased substantially our rating will be affected by the new codes and their impact on the
during the period. While this was common to many South African property charter, we will continue to implement initiatives that yield
REITs, it was also influenced by Hyprop’s inclusion in the Morgan sensible and sustainable outcomes.
Stanley Capital International MSCI emerging market index from end-
May 2015. Corporate governance
Hyprop is committed to the highest standards of corporate
Outlook governance. This integrated report sets out details of our governance
Although certain international economic agencies are forecasting structures and the extent to which we comply with relevant codes of
slightly higher levels of growth for South Africa in the medium term, corporate governance and regulatory requirements.
current growth levels are concerning and predicted improvements are
well short of what is required to address the fundamental problems in Board changes
the economy. There were no changes to the board or to its committees during the
review period, other than Mike Lewin taking the chair of the social and
We will continue to invest in our portfolio to ensure our properties ethics committee.
remain destinations of choice for consumers. We have an enviable mix
of retailers and work hard to support their growth in our properties.
Appreciation
Demand for space in our malls remains strong and, with the right
On behalf of the board, I thank our executives, management and staff
investment, these assets should provide attractive returns for the
for their efforts during the year. I also thank our stakeholders for their
foreseeable future, despite constraints in the macro-economy.
support, and my fellow board members for their contributions.
We expect the African portfolio to perform solidly, particularly as
the West Hills Mall gains traction and trading densities improve. We
continue to investigate appropriate opportunities in Africa and other
emerging markets.

Gavin Tipper
Chairman
Hyprop Investments Limited
8 Integrated Report 2015

CHIEF EXECUTIVE OFFICER’S REPORT


2015 IN PERSPECTIVE

Hyprop delivered
excellent investment
returns to shareholders
for the year to 30 June
2015, despite the low GDP
growth in South Africa.

Pieter Prinsloo, chief executive officer

In line with our guidance to the market of a 12% to 15% increase in distributable earnings, 2015 earnings came in at the upper end at 543 cents a share.

Operational performance
Underpinning this higher return to shareholders was a solid operating performance from the core shopping centre portfolio. The occupancy rate
improved to 98,0% (June 2014: 97,6%), reflecting continued demand for quality retail space. Trading density growth improved to 7,4% (2014: 7,0%), with a
significantly stronger performance in the second half of 7,9%. Despite the slightly weaker rent ratio of 7,1% (2014: 6,9%), contractual rental remains very
affordable across the portfolio.

Trading overview
12

10
8,0% 7,8%
8 7,1% 7,4% 7,1%
7,0% 6,8% 6,9% 7,0% 6,9%
2nd half
6 7,9%

4 3,30% 3,4%
2,7%
2,4% 2,0%
2
1st half
6,9%
0
June 2011 June 2012 June 2013 June 2014 June 2015
Q Trading density growth Q Rent ratio (rental as % of turnover) Q
Vacancies
Hyprop Investments Limited
Integrated Report 2015 9

Contractual lease escalation, which is the support base for annual distributable income growth, was maintained at 8,2%. Rental growth on
new leases and renewals slowed to 7,6% (2014: 8,3%) due to the high vacancy and weak demand for space in the office portfolio. Excluding
the office portfolio, rental growth was 8,1%.

Leasing terms
12

10
8,8%
8,0% 8,3% 8,2% 8,2%
8 7,4% 7,6%
6,3%
6
4,3%
4 3,4%

0
2011 2012 2013 2014 2015
QRental growth QContractual escalation

Leasing the financial year. We have taken legal action to recover unpaid rent
2015 was a busy period with 576 leases signed in South Africa, and, depending on the outcome of the court process, this group will
representing 176 350m² (22,6% of total portfolio by rentable area). probably be replaced with new tenants. Most of these stores occupy
Significant focus is placed on the continuous improvement of the prime areas and replacing them with new tenants will not be unduly
tenant mix, and the high renewal profile gave us the ideal opportunity difficult.
to replace weaker tenants. The business failures of the African Bank/
Ellerines Group and the LooknListen group enabled us to relet this Developments
space to much stronger and sought-after tenants. We increased the After a two-year redevelopment period, Rosebank Mall was
size of some local national tenants keen to expand their store sizes successfully relaunched at the end of September 2014, with the
while capitalising on the interest from international brands seeking opening of the Woolworths store as the final phase. The shopping
to establish their presence in South Africa. We concluded leases with centre has won a number of design awards and has traded successfully
international groups like H&M, River Island, Top Shop and introduced since opening.
luxury brands in Hyde Park Corner’s new Cortina Court, including
Versace, Longchamp and Armani. Various refurbishment projects were undertaken during the year,
including:
Much has been reported in the media on the financial stability of
the Edcon Group, which is the largest tenant group in our portfolio Canal Walk Mr Price relocation and introduction of Forever 21.
(page 37). The issues relate mainly to high debt levels in the group Woolworths store extended.
and its ability to provide credit to customers. On closer analysis, the
Somerset Mall Refurbishment of food court with new tenants.
performance of most of the group’s stores in our portfolio – in terms
Extension to the Woolworths store.
of trading density and profitability – ranges from average to good. We
have prepared contingency plans and will closely monitor the situation. Hyde Park Relocation of Dion Wired and introduction of new
luxury brands.
The Platinum Group, with brands Jenni Button, Aca Joe, Hilton Weiner,
Urban Degree and Vertigo, occupied 19 stores or 2 700m² in our Willowbridge Relocation of the Dis-Chem store.
portfolio. This group ran into financial trouble towards the end of CapeGate Refurbishment of food court with new tenants.
Hyprop Investments Limited
10 Integrated Report 2015

CHIEF EXECUTIVE OFFICER’S REPORT continued


2015 IN PERSPECTIVE

Clearwater Mall’s R37 million upgrade and extension is under way We successfully installed the second phase of the solar photovoltaic
and will house leading global fashion brands H&M, River Island and plant at Clearwater Mall in August 2015. The total size of the plant
Top Shop. (phases 1 and 2) is 1 500kW at peak, with generating capacity of 2,5GWh
per annum.
For the financial year 2016, the focus will remain on further
improvement and refurbishments, with R180 million already planned, Given the frequent electricity outages, new generators were installed
while R93 million has been earmarked for equipment replacement. at Hyde Park Corner for full back-up power. After minor further capital
Security for our customers at our shopping centres remains a priority expenditure, all shopping centres in the portfolio will have sufficient
and, in line with our security strategies, additional capital will be spent back-up power.
to ensure we implement up-to-date technology. This cost has been
included in the capital committed for 2016. Sub-Saharan Africa (excluding SA)
The economic environment in Ghana and Zambia deteriorated in 2015,
We continue to pursue a number of masterplan expansion partly due to falling oil and other commodity prices as well as fiscal
opportunities at some of our shopping centres, but implementation and trade deficits. This resulted in depreciating local currencies and
remains subject to planning approvals by local councils and the rising inflation. Both countries also experienced a severe shortage of
commitment of key tenants. electricity, which affected the consumer market. Subsequent to the
implementation of an IMF loan package, the Ghanaian Cedi rebounded
Environmental sustainability by 25%.
Hyprop is committed to implementing sustainable energy-saving
initiatives, where possible. A number of projects to improve energy The performance of the dominant malls like Accra Mall and Manda Hill
efficiency were completed during the year. To date, these have saved has remained resilient, despite the negative impact of the economic
over 14 million kWh with cost savings of some R16 million, through the downturn.
energy-efficient lighting replacement and solar PV projects.

Development properties
Hyprop’s
effective Hyprop’s
Rentable area shareholding effective cost
Centre name m² % USD000 Progress

Achimota Mall (Accra, Ghana) 14 624 28,1 27 101 Opened in October 2015

Kumasi City Mall (Kumasi, Ghana) 18 360 28,1 48 658 Under construction, opening April 2017

Waterfalls Project (Lusaka, Zambia) 9,4 1 031 Land holding

Shareholding
With Hyprop having a 100% free-float market capitalisation, trading volumes in our shares increased significantly during the period, especially in the last
quarter. This followed Hyprop’s inclusion in some of the MSCI emerging market indexes. Rising demand fuelled growth in our share price over the year,
resulting in Hyprop significantly outperforming the SAPY index, as shown below.

Share price performance

1,6
June June
1,5 2015 2014

1,4 % share traded 73,0% 50,4%


% offshore shareholders 25,0% 8,5%
1,3

1,2

1,1

1,0 Q4: 92,8 million*


Q2: 15,3 million* Q3: 41,0 million*
Q1: 28,5 million*
0,9
Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May June
2014 2014 2014 2014 2014 2014 2015 2015 2015 2015 2015 2015
Q
Hyprop Q
SAPY

* Number of shares traded per quarter


Hyprop Investments Limited
Integrated Report 2015 11

A further result was foreign shareholding rising to 25% of total shares in Outlook
issue, as at 30 June 2015. Our focus on owning quality shopping centres, catering for middle
to higher-income consumers, is demonstrating the resilience of our
Top 15 shareholders % growth strategies.
Government Employees Pension Fund 13.9
Against low forecasts for economic growth in South Africa, trading
STANLIB 5.3 conditions are expected to remain constrained in the new financial
year. In line with a proven strategy, Hyprop will maintain its leading
Old Mutual 4.9
position by focusing on the quality of its core portfolio, disposing of
Vanguard 3.3 non-core assets and maintaining our prudent debt management. Given
the maturity of the shopping centre market in South Africa, we will
Investec 3.1 also continue to explore emerging market opportunities to strengthen
MMI Holdings Limited 2.8 our solid pipeline.

Investment Solutions 2.6 Against this background, we forecast growth in distributions of around
10% for the financial year ahead.
Eskom Pension and Provident Fund 2.6

Prudential 2.3 Appreciation


BlackRock 2.3 I thank our board members for their wise counsel and support. Equally,
my appreciation goes to our executive team and all our employees for
Government of Singapore Investment Corporation 2.2 their dedication and hard work, as well as our loyal service providers
and tenants for their continued support.
Sanlam 2.0

Yerranzano Property Investments Limited 2.0

Absa 1.8
Pieter Prinsloo
Public Investment Corporation 1.7 Chief executive officer
Hyprop Investments Limited
12 Integrated Report 2015

FINANCIAL DIRECTOR’S REPORT


2015 IN PERSPECTIVE

Hyprop declared a
dividend of 280,3 cents
per share for the six
months ended 30 June
2015, an increase of 16,3%
on the corresponding
period in 2014. The total
distribution for the year
of 543 cents per share
is 15,0% higher than the
prior period.
Laurence Cohen, financial director

Distributable earnings statement


12 months ended 12 months ended
30 June 2015 30 June 2014
Distributable Distributable
Revenue earnings Revenue earnings
Business segment R000 R000 R000 R000
Canal Walk (80%) 579 188 412 308 545 252 379 254
Clearwater Mall 358 011 245 039 336 499 224 585
Rosebank Mall 234 353 149 665 121 808 63 302
Woodlands Boulevard 231 701 152 821 214 842 142 336
Somerset Mall 231 100 159 387 166 624 116 017
The Glen (75,15%) 218 999 153 796 214 218 143 198
Hyde Park Corner 199 074 130 900 179 905 120 000
CapeGate 167 562 96 472 157 166 91 674
Shopping centres 2 219 988 1 500 388 1 936 314 1 280 366
Atterbury Value Mart 120 286 89 544 112 551 83 714
Willowbridge1 90 746 49 793 85 797 46 232
Somerset Value Mart 23 7841 15 3081 22 692 14 466
Value centres 234 816 154 645 221 040 144 412
Stoneridge2 (90%) 56 275 29 110 67 864 31 042
CapeGate Lifestyle2 32 937 22 178 46 380 31 721
Properties sold 89 212 51 288 114 244 62 763
Total retail 2 544 016 1 706 321 2 271 598 1 487 541
Standalone offices3 73 126 45 866 67 900 42 159
Investment property 2 617 142 1 752 187 2 339 498 1 529 700
Investments in sub-Saharan Africa (excluding SA) 42 368 77 953 35 078
Listed property securities4 37 265 37 265
Word4Word Marketing 25 807 4 243 15 008 3 180
Fund management expenses (62 001) (55 139)
Net interest (417 178) (401 484)
Straight-line rental income accrual 60 085 45 055
Total 2 703 034 1 319 619 2 514 779 1 148 600
1 2 3 4
Held for sale Sold during the 2015 financial year Includes Glenwood, Glenfield and Lakefield – held for sale Sycom units – sold
Hyprop Investments Limited
Integrated Report 2015 13

Hyprop has again presented a solid set of results, maintaining distribution and capital growth well above the sector average.

Hyprop declared a dividend of 280,3 cents per share for the six months ended 30 June 2015, an increase of 16,3% on the corresponding period in 2014.
The total distribution for the year of 543 cents per share is 15,0% higher than the prior year.

Total revenue and distributable earnings from investment property increased by 11,9% and 14,5%, respectively, benefiting from increased income from
Rosebank Mall, the inclusion of income from Somerset Mall (acquired 1 October 2013) for the full year and tight control of operating expenses. Like-for-
like revenue and distributable earnings from investment property increased by 6,5% and 8,1%, respectively.

Rosebank Mall was transferred from development property to investment property on 1 July 2014. The majority of incremental income from the
redevelopment was earned from 1 October 2014.

The property cost-to-income ratio reduced to 33,6% (2014: 34,4%). The total cost-to-income ratio at fund level reduced to 36,0% (2014: 37,3%).

The 3,9% increase in net interest costs for the year was limited by applying the proceeds of non-core asset sales (Stoneridge, and CapeGate Value and
Lifestyle Centres) to repaying debt.

Total arrears at 30 June 2015 were R19,4 million (2014: R19,2 million). This constitutes 0,6% (2014: 0,5%) of rental income. The corresponding allowance for
doubtful debts was R10,7 million (2014: R8,8 million).

Property portfolio
Value per
Value attributable to Hyprop rentable area
Rentable area 30 June 2015 30 June 2014 30 June 2015
Business segment m2 R000 R000 R/m2
Canal Walk (80%) 156 689 6 732 800 6 064 000 53 711
Clearwater Mall 86 081 3 944 000 3 473 000 45 817
Rosebank Mall 80 712 2 495 000 1 849 000 30 912
Somerset Mall 66 354 2 450 000 2 252 000 36 923
The Glen (75,15%) 79 665 2 329 830 2 059 269 38 913
Woodlands Boulevard 71 659 2 296 000 2 196 000 32 041
Hyde Park Corner 38 117 2 009 000 1 769 000 52 706
CapeGate 63 700 1 534 0001 1 738 000 24 082
Shopping centres 642 977 23 790 630 21 400 269 40 816
Atterbury Value Mart 47 785 1 112 000 1 105 000 23 271
Willowbridge4 42 378 622 000 594 000 14 677
Somerset Value Mart 12 546 193 0004 185 000 15 383
Stoneridge2 (90%) 432 000
Value centres 102 709 1 927 000 2 316 000 18 762
Total retail 745 686 25 717 630 23 716 269 37 779
Standalone offices3 34 386 508 775 457 000 14 796
Investment property 780 072 26 226 405 24 173 269 36 766
Investment in sub-Saharan Africa
(excluding SA) 2 339 121 2 220 721
780 072 28 565 526 26 393 990
1
Excludes CapeGate Value and Lifestyle centres – sold during the 2015 financial year
2
Sold during the 2015 financial year
3
Includes Glenwood, Glenfield and Lakefield – held for sale
4
Held for sale

Investment property was independently valued at 30 June 2015 at R26,2 billion (2014: R24,2 billion), an increase of 12,1% (excluding the effect of disposing
of Stoneridge and CapeGate Lifestyle). The higher value was primarily due to income growth, as well as a 34,9% increase in the valuation of Rosebank
Mall after its redevelopment.
Hyprop Investments Limited
14 Integrated Report 2015

FINANCIAL DIRECTOR’S REPORT continued


2015 IN PERSPECTIVE

Investments in sub-Saharan Africa (excluding SA) Net asset value


Distributable earnings from investments in sub-Saharan Africa Net asset value (NAV) per share at 30 June 2015 increased by 17,1%
(excluding SA) increased by 20,8% to R42,4 million, in part due to to R89,04 (2014: R76,02). This was due in part to an increase in the
income from Manda Hill (Lusaka, Zambia – effective December 2013) independent valuation of the investment property portfolio.
and West Hills Mall (Accra, Ghana – effective November 2014). Income
from our investments in sub-Saharan Africa (excluding SA) benefited Non-accrual for the final dividend (in accordance with IFRS and industry
from exchange gains of R2,3 million. best practice) added R2,80 to NAV per share. On a like-for-like basis
(excluding the effect of non-accrual of final dividend), growth in NAV
Approved funds for investment in sub-Saharan Africa (excluding per share was 13,4%.
SA) total R5 billion (includes amounts invested to date). Investment
opportunities in other sub-Saharan countries, including Nigeria and At 30 June 2015, the closing share price of R121,00 represented a
Kenya, are being considered. premium of 35,9% to NAV per share.

Borrowings
30 June 30 June
2015 2014
Rm Rm
Bank debt 4 250 4 902
South Africa 2 327 3 509
USD (Rand equivalent) 2 193 1 393
Debt capital market (DCM) 2 172 2 297
Corporate bonds 1 800 1 600
Commercial paper 372 697
Cash and cash equivalents (138) (125)
Net borrowings 6 554 7 074
Loan to value (%) 22,9 26,6

Net borrowings reduced after repaying South African bank facilities Investments in sub-Saharan Africa (excluding SA) are financed with USD
from the proceeds of non-core asset sales. funding. An increase in the ratio of USD funding to total debt to 33,5%
(up from 19,7% at 30 June 2014) effectively reduces the overall cost of
At 30 June 2015, interest rates were fixed for 94,5% (2014: 71,4%) of funding.
borrowings, at a weighted average rate of 7,1% (2014: 7,5%), for an
average 5,2 years (2014: 4,2 years). Debt capital market funding at 30 June 2015 was 32% of total debt
(2014: 32%).
During the year, Hyprop extended a number of interest rate swaps at
only marginal additional cost, resulting in an average fixed rate maturity The loan-to-value ratio, at 22,9%, is below Hyprop’s ideal range of
profile of over five years. 30% to 40%. Higher loan-to-value levels depend largely on corporate
activity, particularly acquisitions. In the absence of significant
The ratio of debt with fixed interest rates increased during the year, in acquisitions, it is unlikely that the loan-to-value ratio will reach
part due to debt repayments (without breaking any interest rate swaps), these levels.
and due to fixing the US Dollar (USD) debt incurred to restructure the
interest in Manda Hill, Zambia.
Hyprop Investments Limited
Integrated Report 2015 15

The maturity profile of Hyprop’s debt facilities, fixed rate agreements and interest rate swaps is reflected below:

Maturity profile
Fixed rates and swaps
Rm Average maturity 5,2 years
2 000 1 914

1 500
1 289
1 200
1 000
1 000

500 400
318
200

0
June 2016 June 2017 June 2018 June 2019 June 2020 June 2021 June 2022 June 2023 June 2024

Debt maturity profile


Bank facilities and debt capital market funding
Rm Average maturity 3,2 years
1 800
1 600 1 538
1 400
1 184
1 200
1 000
772 789 783 750
800
650
600
400
227
200
0
June 2016 June 2017 June 2018 June 2019 June 2020
Q Bonds/commercial paper Q SA bank facilities Q USD bank facilities

Cash management Appreciation


All rental income earned by the company, less property expenses and I thank the finance team for their dedication, commitment and hard
interest on debt, is distributed to shareholders semi-annually. work during the year. I also extend my appreciation to my fellow board
members for their sound advice and valued guidance.
Cash collected between distribution payments is paid into floating rate
debt facilities to benefit from the interest saving.

New developments and capital expenditure are funded with debt Laurence Cohen
while acquisitions, depending on their size, may be funded in part by Financial director
equity. Proceeds from the sale of non-core assets will be applied to
capital expenditure, developments and the reduction of debt.
Hyprop Investments Limited
16 Integrated Report 2015

FIVE-YEAR REVIEW
at 30 June 2015

2015 IN PERSPECTIVE

30 June 30 June 30 June 31 December 31 December


2015(2) 2014(2) 2013(1) 2012(2) 2011(2)
R000 R000 R000 R000 R000
REVENUE 2 703 034 2 514 779 1 099 489 2 177 625 1 583 157
Investment property income 2 642 949 2 432 459 1 008 671 2 016 184 1 350 937
Straight-line rental income accrual 60 085 45 055 15 879 9 208 100 214
Listed property securities income 37 265 74 939 152 233 132 006
Property expenses (887 918) (837 822) (347 277) (714 284) (511 681)
Net property income 1 815 116 1 676 957 752 212 1 463 341 1 071 476
Other operating expenses (64 611) (82 480) (27 729) (53 885) (43 855)
Net interest (351 647) (394 721) (191 723) (404 827) (208 325)
Received 157 344 65 645 17 234 22 180 31 416
Paid (508 991) (460 366) (208 957) (427 007) (239 741)
Net operating income 1 398 858 1 199 756 532 760 1 004 629 819 296
Change in fair value 2 426 584 1 532 852 1 403 721 1 273 905 335 646
Investment property 2 467 113 1 655 897 1 198 105 1 137 924 236 654
Straight-line rental income accrual (60 085) (45 055) (15 879) (9 208) (100 214)
Listed property securities (on disposal) (82 266) (2 842) 315 259 258 716
Derivative instruments 19 556 4 276 224 337 (170 070) (59 510)
(Loss)/profit on disposal (5 768) 190 760 28 061 (15 221) (9 835)
Investment in subsidiary (30 011)
Investment property 24 243 4 460 90 (11 886) (6 129)
Listed property securities 168 869 27 971 (3 335) (3 706)
Associate 17 431
Amortisation of debenture premium 102 806 49 119 487 925 231 354
Impairment of goodwill (4 280) (7 779) (547 654)
Gain on bargain purchase (African Land) 102 895
Non-core income 1 009 4 555
Income before debenture interest 3 815 394 3 121 290 2 014 670 2 751 238 833 362
Debenture interest (1 147 443) (517 831) (994 333) (741 703)
Net income before equity-accounted investments 3 815 394 1 973 847 1 496 839 1 756 905 91 659
Share of loss from joint ventures (17 447)
Share of income from associate 652 462 4 262 144 9 949
Profit before taxation 3 798 599 1 974 309 1 501 101 1 757 049 101 608
Taxation (19 023) (17 719) 2 239 008 (753 169) (185 639)
Profit/(loss) for the year/period 3 779 576 1 956 590 3 740 109 1 003 880 (84 031)
Non-controlling interest (8 103)
Total profit/(loss) for the year/period attributable to
shareholders (2011 to 2014: unitholders) of the company 3 779 576 1 948 487 3 740 109 1 003 880 (84 031)
Investment property at fair value 25 000 630(3) 22 230 404(3) 18 655 496 17 480 030 17 271 864
Distribution per share (2011 to 2014: combined unit) (cents) 543 472 213 409 383
(1)
Six months
(2)
Twelve months
(3)
Excludes investment property held for sale
Hyprop Investments Limited
Integrated Report 2015 17

VALUE ADDED STATEMENT


for the year ended 30 June 2015

2015 IN PERSPECTIVE

Value added is a measure of the wealth created by the group and its employees through its various business activities. This statement
shows the value added and how it was shared.

Unaudited Unaudited
12 months to 12 months to
June 2015 June 2014
Rm % Rm %
Investment property income 2 643 2 432
Listed property securities income 37
Property expenses excluding employee remuneration and
municipal charges (285) (211)
Other operating expenses (62) (82)
Dividends received 47 35
Total value created 2 343 2 211
Value distributed
To employees
Remuneration and benefits 124 5 167 8
To providers of finance
Finance costs 352 15 401 18
To government
Current taxation 12 1
Municipal charges 535 23 496 22
To providers of capital
Distributions to shareholders (2014: unitholders) 1 320 56 1 147 52
Total value added 2 343 2 211

Value distribution
12 months to June 2015 12 months to June 2014

5% 8%

15% O Remuneration and benefits


O Finance cost 18%
1% O Current taxation
O Municipal charges
O Distributions to 52%
56% shareholders
23% (2014: unitholders)

22%
Hyprop Investments Limited
18 Integrated Report 2015

Rosebank Mall, Johannesburg


Hyprop Investments Limited
Integrated Report 2015 19

GROUP
OVERVIEW
Hyprop Investments Limited
20 Integrated Report 2015

HYPROP’S BUSINESS STRUCTURE


GROUP OVERVIEW

The Hyprop business structure provides a defensive base for growth. Key to our investment strategy is full or
majority ownership of high-quality shopping centres in South Africa and a growing presence in sub-Saharan Africa
(excluding SA). With effective control of our prime assets, Hyprop can draw on the depth of in-house management
HYPROP expertise to achieve continued growth. Our focus on continually enhancing the tenant mix and redeveloping
INVESTMENTS existing assets ensures improved performance, supported by maintaining appropriate rental levels and closely
LIMITED monitoring arrears and overheads. Hyprop proactively accommodates new retail and lifestyle trends to retain its
loyal customer base across the portfolio.

Clearwater Mall Somerset Mall Hyde Park Corner

Rosebank Mall Woodlands Boulevard CapeGate


100%
owned
Offices
Atterbury Value Mart
Cradock Heights

SOUTH
SOUTH
Canal Walk (80%) The Glen (75,15%)
AFRICA
AFRICA Co-owned

Willowbridge Offices
• Glenfield
• Glenwood
Held for sale Somerset Value Mart • Lakefield

SOUTH
SUB-SAHARAN Hyprop Investments Mauritius
AFRICA
AFRICA 100%
owned
37,5% 50%

AttAfrica Manda Hill


(Mauritius) 50% (Zambia)

47% 45% 75% 75%


Accra Mall West Hills Achimota Mall Kumasi City Mall
(Ghana) (Ghana) (Ghana) (Ghana)*

* Under development
Hyprop Investments Limited
Integrated Report 2015 21

COMPANY STRUCTURE

HYPROP INVESTMENTS LIMITED

Board of directors
Chief executive officer – Pieter Prinsloo (50)
BSc (QS)

Financial director Developments executive Marketing executive


Laurence Cohen (42) Steven Riley (45) Riegardt Marais (44)
BCom, CA(SA) BArch, PDBA, PDP National diploma public relations

HR and IT manager National technical manager Investor relations manager


Head office
Karin Eichhorn (38) Mark de Klerk (54) Viki Jane Watson (34)
(Rosebank) BCom BEng (mechanical), GCC (mechanical) MBA, BJourn, PDM

Legal executive National facilities manager


Desirée Nafte (49) Brenda Frylinck (52)
BA, LLB

Regional executive
Nicole Greenstone (47) Hyde Park Corner The Glen
BA (hons), HDipEd, national diploma
Johannesburg real estate (valuations)

region PROPERTIES Rosebank Mall Cradock Heights


(Rosebank) Regional leasing executive
Linda Moodley (45)
MBA candidate, PGD business
management, BT degree:
public relations management

Regional executive
Yvette van der Merwe (42) Woodlands Boulevard Glenwood (held for sale)
BA communication
Pretoria
region PROPERTIES Clearwater Mall Glenfield (held for sale)
(Woodlands)
Regional leasing executive
Lynette Joubert (47) Atterbury Value Mart Lakefield (held for sale)

Regional executive
Wayne Abegglen (49) Canal Walk Willowbridge (held for sale)
National higher diploma (HR)

Cape Town Somerset Value Mart


PROPERTIES CapeGate
region (held for sale)
(Canal Walk) Regional leasing executive
Zubair Rasool (42) Somerset Mall
Hyprop Investments Limited
22 Integrated Report 2015

DIRECTORATE
GROUP OVERVIEW

Independent non-executive directors

1. Gavin Tipper (50) 4. Lindie Engelbrecht (40)


Chairman CA(SA)
BCom, BAcc, CA(SA), MBA Lindie is a former technical director at KPMG and director of
governance and sustainability services at Ernst & Young. She previously
Gavin has been involved in the financial services industry for over
served as CEO of the Institute of Directors (IoD). Lindie is a member
20 years, and was an executive director of Coronation Investments
of the King Committee on Corporate Governance and has advised,
and Trading Limited and a technical partner at KPMG South Africa. He
consulted and presented to boards in the public and private sectors
is a director of a number of listed companies.
on corporate, legal and governance matters.
Appointed: Chairman 2013
Appointed: 2011
Committees: Audit, remuneration and nomination
Committees: Audit (chair), risk, remuneration and nomination

2. Ethan Dube (56) 5. Thabo Mokgatlha (40)


MSc (statistics), executive MBA (Sweden) CA(SA)
Ethan has significant corporate finance and asset management
Thabo began his career as a senior lecturer in accounting and taxation
experience. He spent three years with Southern Life Asset Managers
at the University of the North West. He subsequently worked as
as a senior analyst and two years with Standard Bank in the corporate
finance manager of the North West Parks Board, centre manager in
finance division. In 1996, he founded Infinity Asset Management with
the Rustenburg office of the auditor-general and finance manager of
three partners and in 1998, founded Vunani Limited, a financial services
Royal Bafokeng Administration. He serves on the boards of a number
company where he is currently CEO.
of listed companies.
Appointed: 2006
Appointed: 2013
Committee: Remuneration and nomination (chair)
Committee: Audit

3. Louis van der Watt (48) 6. Mike Lewin (60)


CA(SA), CIMA (UK) BCom, BAgric management
Louis co-founded Atterbury Property, one of the largest property
Mike has over 25 years’ experience in the property industry and
developers in South Africa in 1994, after completing his articles at
headed the group retail division of Redefine Properties Limited until
Deloitte Consulting, the management consulting arm of Deloitte &
December 2013. He was previously with Edgars Consolidated Stores
Touche. He also co-founded Attfund Limited, subsequently acquired
Limited for 18 years as its property development executive.
by Hyprop and co-founded Attacq Limited, which is now listed on
the JSE. Appointed: 2010
Committee: Social and ethics (chair)
Appointed: 2011
Hyprop Investments Limited
Integrated Report 2015 23

Non-executive directors Executive directors

7. Kevin Ellerine (47) 10. Pieter Prinsloo (50)


National diploma in company administration Chief executive officer
Kevin joined the family business, Ellerine Holdings, in 1991 as BSc (QS)
merchandise manager. In 1993, he became property manager of Ellerine
Pieter was CEO of Hyprop from 2002 to 2009, and was reappointed
Bros Proprietary Limited, and was appointed managing director of the
in May 2011. A quantity surveyor, he has been engaged in every
property division in 2000. He sits on the boards of all property and
aspect of property development, management and finance for over
private equity companies in which Ellerine Bros is invested.
20 years, including senior positions at Sanlam Properties, Standard Bank
Appointed: 2009 Properties and Absa Commercial Property Finance.
Committee: Investment
Appointed: 2011
Committees: Investment (chair), social and ethics, risk

8. Stewart Shaw-Taylor (63)


CA(SA) 11. Laurence Cohen (42)
Stewart has over 30 years’ experience in investment banking and real Financial director
estate. He is currently head of CIB Real Estate Investments, Standard
Bank Group. He is responsible for the equity-related real estate BCom, CA(SA)
activities undertaken by Standard Bank’s corporate investment banking Laurence joined the group in 2003 as financial director of Hyprop
division. management company, after three years in Grant Thornton’s
Appointed: 2000 corporate finance division. He has been extensively involved in various
Committees: Risk (chair), remuneration and nomination, investment aspects of the group during his tenure. Laurence also chairs the
accounting and JSE committee of the SA REIT Association, and serves
on its executive committee.
Appointed: 2006
Committees: Investment, risk

9. Louis Norval (59)


BSc (QS)
Louis co-founded Attfund Limited and was executive chairman and
chief executive of Attfund Retail Limited when it was acquired by
Hyprop. He is managing director of the Parkdev group of companies.
Louis was a founding member and senior partner of Norval Wentzel
Steinberg Quantity Surveyors and executive director of Baker Street
Associates Holdings Proprietary Limited. He currently serves as a non-
executive director of Capital & Regional plc.
Appointed: 2011
Committee: Investment
Hyprop Investments Limited
24 Integrated Report 2015

EMBEDDING SUSTAINABILITY IN OUR BUSINESS


GROUP OVERVIEW

Hyprop operates today, with tomorrow in mind. We understand that the concept of
sustainability is built on three pillars: economic prosperity, social equity and environmental
protection. Our growth strategy aims to meet short-term goals while protecting long-term
economic, environmental and social targets.

Equally, we understand that the purpose of business is to increase corporate governance, risk, strategy and stakeholder engagement, and
profitability and value. To achieve this, management consider our thus ultimately performance, Hyprop is able to focus on long-term
organisational strengths, internal and external opportunities, while sustainability.
assessing threats and weaknesses to ensure we control risks to promote
long-term sustainability. In 2015, the group further entrenched its strategic sustainability
priorities from an economic, social, environmental and governance
Sustainability model perspective. By regularly engaging with key stakeholder groups (read
The goals of King III and integrated reporting include transparent more on page 71), we gain valuable insight for informed decisions on
corporate disclosure on how value is created and how companies sustainability, materiality and risk management.
approach corporate citizenship.
Given that Hyprop stakeholders are central to its risk strategy, and
The model below illustrates Hyprop’s strategic and operational in line with its focus on an integrated approach, financial and non-
approach to the six capitals (financial, operational, intellectual, human, financial risks are addressed and debated as transparently as possible.
social and relationship, and natural). Hyprop understands that it does Appropriate risk strategies are in place throughout the group, with
not operate in isolation, nor can it ever own its entire value chain. executive responsibility for implementation.
By entrenching reporting structures that monitor our progress on

rate citizenshi
Corpo p

orate governan
Corp ce

l and relationsh
Socia ip

older engageme
keh nt
Sta
Int
an

Risk
e
H um

llect
ual
Leadership
Strategy

Sustainability
Sustainability
Op
ural

Bus
r

in e s s m o d el
Nat

atio
na
l

F i n an c i a l
Hyprop Investments Limited
Integrated Report 2015 25

HYPROP CAPITALS
GROUP OVERVIEW

Hyprop capitals *

Focus Measure Material Risks


areas issues
Operational – Upgrading Operational – Dividend/ Operational – Turnover Operational – Slowing
and enlarging our existing distribution growth; densities; tenant mix; consumer spend; increased
portfolio; pursuing shopping centre increases in cost of supply of retail space;
appropriate acquisitions contribution to net occupancy impact of extensions on
and disposing of non-core income; refurbishments existing operations; cost
assets and expansions Natural – Energy, water and of occupancy (municipal
waste management and electricity tariffs);
Human – Black economic Human – Key skills deterioration of municipal
empowerment and retention; skills Financial – Africa expansion;
services and administration;
employment equity development; diversity; growth in South Africa
black economic
succession planning empowerment rating
Financial – Fixed interest Human – Succession
rates of 94,5% of debt Financial – Occupancy planning; diversity
Financial – Lack of available
(from 71,4%) and increased level; tenant arrears; rent funding; rising interest rates;
Intellectual – Use of
average period of cover to collections; cost of funding sub-Saharan Africa: currency
technology
5,2 years (from 4,2 years) risk, political risk
Social and relationship – Natural – Cost and security
Support local communities Natural – Resource of electricity and water
Material risks identified
and stakeholders management: implementing supply; increased legislation
by the group in terms
environmental strategy
Intellectual – Optimal use of probability, as well as
(page 53) Intellectual – Inefficient
of technology potential impact, are set
use of technology escalates
Social and relationship – out on pages 28 to 31
operating costs; loss of data
Community development;
connecting with shoppers New technology – Footfall;
changes in technology (high-
speed wi-fi) in our business

* Capitals (financial, operational, intellectual, human, social and relationship and natural) are further defined in the Hyprop business model on page 26.
Hyprop Investments Limited
26 Integrated Report 2015

HYPROP’S BUSINESS MODEL


GROUP OVERVIEW

In doing business, we understand that the six capitals The goal of this integrated report is to enable stakeholders
to ascertain Hyprop’s short, medium and long-term
(financial, operational, human, natural, social and sustainability, which can be viewed from two perspectives:
relationship, and intellectual) influence the group value created for the company and value created for
stakeholders.
and its impact on society, the environment and
While providers of financial capital are interested in the
the economy. We have considered our activities
value the group creates for itself, the value it creates
against these capitals and believe that we operate for stakeholders may affect Hyprop’s ability to create
value for itself. Our business model illustrates how the
responsibly in the best interest of stakeholders, company balances this value creation for the benefit of all
as a good corporate citizen. stakeholders, based on the core principles of our mission.

Inputs

Financial
− Sources of funding: debt and equity
− Economic climate

Operational
− High-quality, dominant shopping centres in metropolitan areas in strong economic nodes
− Internal asset and property management

Intellectual
− IT systems
− Regulatory compliance

Human
− Experienced board of directors
− Hands-on executive management
− Employee development programme in place

Social and relationship


− Black economic empowerment and employment equity
− Education and training
− Hyprop Foundation

Natural
− Environmental, social and corporate governance strategy
Hyprop Investments Limited
Integrated Report 2015 27

Vision Mission
Hyprop’s goal is to preserve its status as Q  T he partner of choice for tenants,
the leading specialist shopping centre shoppers, employees and investors
Q P
 rovide a trustworthy, transparent and
REIT in sub-Saharan Africa, offering
sustainable investment
shareholders access to income and
Q P
 romote social and environmental
capital growth through a specialist sustainability
portfolio of premium shopping centres Q A
 world-class REIT that adheres to
in a transparent, sustainable investment global best practice
vehicle.

Outputs Outcomes

− Capital investment growth − Like-for-like increase in NAV of 13,4%


− Regular and progressive distribution growth − Low loan to value of 22,9%
− Low and responsible loan to value − Proceeds from disposals used to reduce debt
− Disposal of non-core assets − Provide a trustworthy and transparent investment

− Sustainable income growth


− Rising property values
− Improved cost-to-income ratio of 33,6%
− Strong contractual rental escalations
− Occupancy rate improved to 98,0%
− Extracting synergies, eg national service contracts
− Arrears constitute 0,6% of rent roll
− Well-contained cost structure
− Distributions for the year up 15%
− Geographic diversification in high-growth countries
− Expansion into sub-Saharan Africa, with R5 billion previously approved for investment

− Integrated electronic property management


− Reliable controls and processes supporting transparent disclosure
system
− Strong compliance with regulatory requirements
− Internal functions such as human resources driven
− Strong leases
by technology
− Dedicated national legal executive

− Sound investments providing long-term superior


− Continuity and synergy
investment returns
− Implemented share incentive scheme to retain low turnover of executive management
− Implemented share incentive scheme
and to align company vision and strategy
− Training targets exceeded during the year
− Develop staff productivity and retain low staff turnover
− Well-managed portfolio of properties generating
growing income

− Addressing skills shortage


− Sustainable social responsibility through education, − Reliable succession plan
training and enterprise development − Opportunity to give back to stakeholders
− Improved reputation

− Environmentally efficient properties − Reduced environmental footprint


− Second year of participating in Global Real Estate − A number of projects aimed at improving energy efficiency were completed during the
Sustainability Benchmark (GRESB) year. To date, these have saved 14,2 million kWh with cost savings of R15,9 million
− Institute of Directors (IoD) governance assessment − AAA rating in IoD governance instrument
Hyprop Investments Limited
28 Integrated Report 2015

RISK MANAGEMENT
GROUP OVERVIEW

Risk management
The material risks identified by the group in terms of their probability and potential impact on Hyprop are shown below. Each risk has been mapped to
the strategic objective on which it could have an impact, affected stakeholders, management’s strategic response and related key performance indicators.

Approach
Hyprop’s system of internal control is designed to provide reasonable assurance as to the integrity and reliability of the financial statements. By managing
rather than eliminating applicable risks, these systems are intended to safeguard, verify and maintain accountability of the company’s assets. Equally,
they are designed to identify and minimise significant fraud, potential liability, loss and material misstatement, while complying with applicable laws and
regulations.

Framework/process
The board reviews and monitors the efficacy of systems of internal control, assisted by the audit and risk committees. These committees in turn are
assisted by management reporting and periodic reviews, as well as reports from an outsourced internal audit service provider. The committees report
to the board on the findings of the internal audit function.

Strategic Severity
Key risk Probable effects of risk
objective

Low GDP growth impacts business growth in Q Slower retail sales growth affects retailers’
High
South Africa financial positions and ability to pay rent
South African economy

Q Small line stores under pressure


Slowdown in consumer spend affecting Q Leases not renewed
High
retailers’ trading densities and rent ratios Q Discounted rentals to retain tenants
Q Lower distributable income
Focus on
sustainable
income growth

Q Increased borrowing costs result in reduced


Potential increase in interest rates Low
distributable income

Q Growth and national/global competitiveness


at risk
Downgrading of sovereign credit rating Medium
Q Reduced foreign direct investment
Q Increased borrowing costs

Q Discounted rentals to retain tenants


Q Tenants become more demanding on leasing
terms
Increased supply of retail space in the market Q Increased vacancies High
Q Leases not renewed
Q Increased pressure on renewal terms
Q Lower rental growth

Q Inability to renew leases or retain tenants means


Tenants more cautious on renewals and new
Leasing

Focus on increased vacancies and prolonged periods of Medium


sustainable lettings
vacant space in shopping centres
income growth
Tenants taking less space and slower extension
Q Negative impact on budgets Medium
plans

Significant volume of leases expiring in any


Q Negative rent reversion Medium
one period

Lease renewals and tenant retention Q Discounted rentals to retain tenants Medium

Restrictive clauses in leases Q Discounted rentals to retain tenants Medium

Internal risks (under the control of management)


External risks (able to be mitigated by management)
External risks (outside the control of management)
Hyprop Investments Limited
Integrated Report 2015 29

Executive management implements controls to ensure the validity, accuracy and completeness of financial information. These controls are reviewed by
internal and external audit. External audit reports on the fair presentation of financial information at statutory reporting level. On an operational level,
this is done by the executive committee.

The risk committee


The risk committee is constituted as a subcommittee of the board. The committee has an independent role, operating as an overseer and makes
recommendations to the board for its consideration and final approval. The committee does not assume the functions of management, which remain
the responsibility of the executive directors, officers and other members of senior management. The role of the committee, inter alia, is to adopt and
implement an appropriate risk management policy, which is in accordance with industry practice. For further detail in respect of the role and mandate
of the risk committee, please refer to the risk committee charter online.

Stakeholder Strategic response/mitigation Key performance indicator

Q Providers of capital (debt and equity Q Facilitate strong trading environments by developing shopping
investors and financial institutions) destinations of choice, offering an attractive tenant mix with Arrears, trading densities, rent
Q Tenants exciting brands and flagship stores in a safe, clean and friendly affordability
Q Mall customers environment

Q Hyprop malls are well established, in dominant locations and


often attract flagship stores
Q Tenants Q Contractual lease income with financially sound tenants (most
Q Providers of capital (debt and equity tenants are reputable national companies with strong balance Arrears, trading densities, rent
investors, financial institutions) sheets and proven business models) affordability
Q Mall customers Q Increase shopper time spent in malls, through initiatives such as
wi-fi and active marketing and social media strategies
Q Provide geographic diversification (eg sub-Saharan expansion)

Q Increased borrowing costs result in reduced distributable


income
Q Providers of capital (debt and equity
Q 94,5% of debt fixed for 5,2 years, and staggered fixed interest Maturity profile, cost of funding
investors and financial institutions)
rate
Q Proactive management of interest-bearing borrowings

Q Provide economic and geographic diversification through


sub-Saharan investments
Q Providers of capital (debt and equity
Q High ratio of fixed debt Distribution growth
investors and financial institutions)
Q Introduction of unsecured debt in the form of debt capital
market funding (DCM)

Q Meet tenant demand through extensions and tenant


Q Tenants relocations Leasing activity, rental growth,
Q Mall customers Q Demand for space in Hyprop centres continues to outstrip contractual escalations, workload
Q Providers of capital (debt and equity supply, resulting in a strong pipeline of prospective tenants (percentage of total leases
investors, financial institutions) Q The executive committee meets monthly to discuss expiring in one financial year)
operational performance

Q Close engagement with tenants throughout their tenure

Q Tenants Q Stagger major lease expiries


Q Mall customers
Workload
Q Providers of capital (debt and equity
Q Proactively manage lease expiries
investors, financial institutions)

Q Ensure a strong pipeline of prospective tenants

Q Monthly lease expiry and related workload reports to executive


committee
Hyprop Investments Limited
30 Integrated Report 2015

RISK MANAGEMENT continued


GROUP OVERVIEW

Strategic Severity
Key risk Probable effects of risk
objective
Acquisitions, developments

Dilutionary acquisitions, developments and


Q Lower growth in distributions Medium
disposals
and disposals

Continuous Capital budget exceeded for development/ Q Project yield compromised


Medium
portfolio redevelopment Q Inefficient capital allocation
improvement
Ineffective progress monitoring for Q Project end date being compromised, escalating
Medium
development/redevelopment project costs and the yield being compromised.

Current BEE level of 6 Q Major tenants prefer landlord to have reasonable


BBBEE

Attracting and Negative impact of the new codes BEE rating


retaining the High
Q Potential impact on corporate activity in SA
best people Transformation required in ownership,
Q Potential for regulatory penalties
directors and senior management
Potential introduction of carbon tax
efficiency

Operating an Q Increased operational costs


Energy

environmentally in 2016
High
sustainable Failure to meet primary targets (for energy, Q Possible reputational damage with the investment
business water, recycling and carbon consumption) community
Increased cost of occupancy due to electricity Q Unable to recover tenants’ portion of
price increases consumption means lower distributable income
Electricity

Providing the Q Lower rentals to retain certain tenants


highest level Negative impact of disruptive electricity
Q Prolonged periods of power outages resulting in High
of service to supply on the economy and at Hyprop malls
sub-optimal trading conditions
our tenants
Increase in capital cost to provide more
Q Increased electricity and diesel costs
generators

Q Cost and supply of electricity and water


Increased cost of occupancy from rates, taxes
Q Excessive increase in cost of occupancy impacting Medium
Local councils

and utilities
Providing the recoveries and renewals
highest level
of service to Q Incorrect utility billings
our tenants Q Delays in transfer of acquisitions and disposals
Deterioration of municipal administration and
Q Inadequate services provided High
service delivery
Q Billing errors
Q Excessive lead times for town planning approval

Q Hyprop forced to spend more capital on security


Security

Providing the equipment


highest level Increased levels of crime at shopping centres Q Crime, robberies, theft, etc at shopping malls High
of service to
Q Negative impact on footfall
our tenants
Q Reputational damage for Hyprop and for its malls

Q Unable to repatriate funds due to illiquid currency


Sub-Saharan Africa

Weakening of currencies placing local tenants markets or capital restrictions


High
under pressure Q Reduced distributable income
Increase Q Excessive volatility in exchange rates
portfolio and
geographic
diversification Q Small line stores under pressure
Slowdown in consumer spend High
Q Leases not renewed

Internal risks (under the control of management)


External risks (able to be mitigated by management)
External risks (outside the control of management)
Hyprop Investments Limited
Integrated Report 2015 31

Stakeholder Strategic response/mitigation Key performance indicator

Q Regular review of strategy against macro-economic


environment, operating landscape, returns and risk tolerance
Q Disposal of non-core assets
Q Monthly monitoring of capital expenditure Approved investments and
Q Providers of capital (debt and equity
Q Detailed analysis and research prior to approval disposals with long-term growth
investors and financial institutions)
objective
Q Meet pre-letting requirements
Q Ongoing review of design and monitoring of construction by
development and centre management and the project
professional team
Q Providers of capital (debt and equity
investors and financial institutions)
Q Identified as a strategic imperative. Plan in place to achieve
Q Employees Independent BEE rating
incremental and sustainable improvements
Q Suppliers
Q Tenants

Q Tenants
Q Community Q Environmental, social and governance (ESG) strategy document
Improved energy efficiency
Q Employees serves to provides context and guidelines for implementation
Q Suppliers

Q Numerous projects under way to reduce consumption


Q Mall customers
Q Tenants Q Successful objection to incorrect valuations Cost of occupancy – electricity
Q Municipal authorities Q 1 500kWp, solar photovoltaic plant at Clearwater Mall consumption

Q Introducing smart metering


Q Energy-saving and similar initiatives
Q Tenants Q Numerous projects under way to reduce consumption
Q Mall customers Q Tenants guided by tenant criteria document, with guidelines on Cost of occupancy – water, rates
Q Providers of capital (debt and equity reducing electricity consumption and electricity consumption
investors, financial institutions) Q Introducing smart metering

Q Tenants
Q Working closely with professional consultants to optimise local
Q Providers of capital (debt and equity Town council approvals received,
authority approval processes and to minimise negative impact
investors and financial institutions) utilities recovered
of billing errors
Q Mall customers

Q Mall customers Q Improve quality of service provider and security equipment


Improvement in crime statistics
Q Tenants Q Better engagement between shopping centre staff, service
at shopping malls
Q Community provider, community and local police

Q Tenants Q Matching debt with income (USD)


Q Mall customers Size of dividend (current
Q Consider hedging exposure in terms of material dividends
Q Providers of capital (debt and equity percentage of income)
investors, financial institutions) received

Q Hyprop malls are well established, in dominant locations and


Q Tenants often attract flagship stores
Q Mall customers Arrears, trading densities, rent
Q Strong lease agreements with financially sound tenants (most
Q Providers of capital (debt and equity affordability
investors, financial institutions) tenants are reputable national companies with strong balance
sheets and proven business models)
Hyprop Investments Limited
32 Integrated Report 2015

THE MARKET IN WHICH WE OPERATE


GROUP OVERVIEW

The JSE-listed property sector in South Since 1994, population growth, urbanisation and a rapidly growing
middle class have fuelled demand for retail space, placing South Africa
Africa is a sizeable market, with some in the global top 10 by shopping centres and total floor space. With
27 companies managing assets valued at over 2 000 shopping centres, the country ranks sixth (behind the US,
Japan, China, Canada and UK), and seventh on floor space, with some
over R350 billion, with an influx of capital 23 million square metres. While some studies suggest that South Africa
has more mall space per head (measured as m2/1 000 people) than its
after the introduction of REIT legislation
retail sales appear to justify, vacancies – a key indicator of a property
in 2013. The local sector is now ranked sector’s health – remain lower than the average for other countries
through the cycle.
among the top 10 REIT markets globally,
with a comparable value to similar sectors in
Singapore and Hong Kong(1). However, only A changing market
(m)
a limited number of REITs are sufficiently 60
10%
70
50 60
liquid to attract foreign investment, while 14
50
40
the unlisted real estate market is dominated 30
7
3
40
29
30
by South African institutions. 20
30 19% 20
10 10
12
0 0
1994 2014
Q LSM1-4 Q LSM5-7 Q LSM8-10
Q
Floor space (million m2) Q
Urbanisation (%)

Importantly, the retail sector has become an important component


in the national economy, accounting for more jobs than the mining
sector, with hundreds of thousands more jobs indirectly related to
the industry.(2)
(1)
PwC: Real Estate: Building the future of Africa, 2015
(2)
Urban Studies Publication (June 2015) Lisa Steyn: Mail & Guardian

Clearwater Mall, Johannesburg


Hyprop Investments Limited
Integrated Report 2015 33

Investing in sub-Saharan Africa

Rapid urbanisation, population changes and global megatrends The weakening and volatility of African currencies is a risk to
such as industrialisation, technology and sustainable city the company, as it places local tenants under pressure, with a
planning will drive growth in the real estate industry across consequent potential negative impact on income.
Africa over the next five years(2). In almost all markets surveyed
in the PwC report, demand for quality retail, office and For REITs like Hyprop, a sustained economic growth rate of
industrial space is outstripping supply as international and around 5% for the continent means an expanding urban class,
local occupiers capitalise on economic opportunities. The with the propensity to spend.
report identified key growth drivers as:
Q Africa’s young population is underpinning demand for Sub-Saharan Africa (excluding South Africa) still has a
different types of real estate significant shortage of quality retail property – around two
Q Industrialisation will be accompanied by rapid growth in million square metres catering for over one billion people,
the retail sector compared to South Africa with 23 million square metres for
Q Exports of natural resources and agriculture will remain key 55 million people. Rapid urbanisation also means metropolitan
sources of economic growth, in tandem with increased risk populations are expanding at over 3% per annum, with some
for certain countries cities, such as Accra where Hyprop has a presence, growing at
Q Infrastructure shortages will create opportunities for a rate well above that.
investment
Q Government policy and legislation will influence the Compared to a decade ago, the metamorphosis across
decision to invest, while local partnerships will become African cities is notable – from an explosion in real estate
increasingly important development to the new consumerism. And with a young,
Q Continued progress in pension fund, stock exchange and urbanising population, all forecasts support the trend
banking regimes will facilitate investment, and a broader continuing.
range of investors will drive demand for real estate
investment opportunities
Q Technology will impact business and building practices,
as well as consumer behaviour
Q Sustainability will become entrenched in building design
and occupier requirements, with Africa’s most ambitious
countries changing city design and building practices.

Real GDP growth (%)


6
5
4
3
2
1
0
2013 2014 2015f 2016f 2017f
Sub-Saharan Africa World

Source: Global economic outlook: Sub-Saharan Africa regional


forecast, The World Bank

Manda Hill Shopping Mall, Zambia


Hyprop Investments Limited
34 Integrated Report 2015

Rosebank Mall, Johannesburg


Hyprop Investments Limited
Integrated Report 2015 35

OPERATIONAL
REVIEW
Hyprop Investments Limited
36 Integrated Report 2015

PROPERTY PORTFOLIO – SOUTH AFRICA


OPERATIONAL REVIEW

Geographical spread
Hyprop’s portfolio is dominated by retail property in high-income metropolitan areas, reinforcing its specialist profile as a shopping centre REIT. Year on
year, the number of retail properties decreased to 11 after disposing of CapeGate Lifestyle, CapeGate Value Centre and Stoneridge Mall. Developments
were completed at Rosebank Mall, Hyde Park Corner and Canal Walk.

2015 2014*
Rentable area Revenue Rentable area Revenue
South African consolidated spread m2 R000 m2 R000
Gauteng 438 405 1 491 825 403 323 1 193 779
Western Cape 341 667 1 125 317 377 816 1 023 911
Total 780 072 2 617 142 781 139 2 217 690
Retail 745 686 2 544 016 747 025 2 149 790
Office# 34 386 73 126 34 114 67 900
Total 780 072 2 617 142 781 139 2 217 690

* Excluding Rosebank Mall


# Standalone offices

Geographical spread by rentable area


2015 2014

44% O Western Cape 48%


56%
O Gauteng
52%

Asset type by rentable area


2015 2014
4% 4%

O Retail
O Office

96%
96%

Tenant profile*
Tenants in our portfolio are categorised by grade, although these categorisations are largely subjective given the strong retail nature of the Hyprop
portfolio:
A grade: Large national tenants, large listed tenants and major franchisees (including all national retailers and tenants in large listed groups)
B grade: Smaller national and listed tenants, medium-sized franchisees, medium to large retailers
C grade: Smaller line stores (918 tenants)

Tenant profile % of rentable area % of income


A grade 65 52
B grade 20 28
C grade 15 20
* All co-owned included at 100%
Hyprop Investments Limited
Integrated Report 2015 37

Top 10 tenants by rentable area % of total rentable area Top 10 tenants by income % of total income
Edcon Group 8,8 Edcon Group 7,0
Massmart Group 6,9 Foschini Group 5,3
Pick n Pay Limited 6,5 Massmart Group 3,9
Woolworths 6,3 Mr Price Group 3,6
Foschini Group 4,1 Pick n Pay Limited 2,4
Mr Price Group 3,6 Woolworths 2,3
Nu Metro 2,3 Truworths Limited 2,3
Shoprite Holdings 2,1 Pepkor 2,0
Truworths Limited 2,0 Clicks Group Limited 1,8
Pepkor 1,7 Famous Brands 1,7
Total 44,3 Total 32,3

Weighted average rental* per m2 per month


June 2015 June 2014
Rental Rental Growth
Business segment R/m2 R/m2 %
Shopping centres
Hyde Park Corner – retail 373 328 13,6
Canal Walk – retail 291 274 6,1
Clearwater 220 204 7,9
The Glen 218 209 4,7
Somerset Mall 209 200 4,7
Woodlands 179 168 6,4
CapeGate 152 143 6,6
Value centres
Atterbury Value Mart 159 148 7,0
Somerset Value Mart 121 109 10,8
Willowbridge – retail 118 110 7,2
CapeGate Lifestyle** 98
Stoneridge** 83
Offices 120 114 5,3
* Includes basic rent and operating costs
** Sold

Trading density
Per month (R/m2)

Average portfolio growth: 7,4% (2014: 7,0%)

15%
4 023

6%
7%
3 147 1%
2 992 8% 8%
2 850 7%
2 695 2 632 6% 4%
2 488
2 337 2 331 9%
1 918

Hyde Park Canal Walk Somerset Clearwater Willowbridge The Glen Woodlands CapeGate Somerset Atterbury
Corner Mall Boulevard Value Mart Value Mart
Hyprop Investments Limited
38 Integrated Report 2015

PROPERTY PORTFOLIO – SOUTH AFRICA continued


OPERATIONAL REVIEW

Vacancy profile 30 June 2015 30 June 2014 30 June 2013


Vacancies in the retail portfolio (including Rosebank Mall) increased Vacancies % % %
marginally to 1,3% (2014: 1,2%). Vacancies in the office portfolio (9,7% of the
total portfolio by rentable area) reduced to 8,3% (2014: 13,8%), mainly due
Retail 1,3 1,2* 2,1*
to new lettings at Lakefield Office Park and Canal Walk offices. Offices 8,3 13,8 8,1
Total 2,0 2,4 2,7
* Excludes Rosebank Mall

Vacancies by rentable area

20

15 13,8%

10 8,1% 8,3%

5
2,7% 2,4%
2,1% 2,0%
1,3%
1,2%

0
30 June 2013 30 June 2014 30 June 2015

Q Retail Q Offices Q Total

30 June 2015 June 2014


Total area Total area
available Rentable available Rentable
for leasing area for leasing area
Vacancies m2 % m2 %
RETAIL
Canal Walk 1 368 0,9 1 089 0,7
Clearwater Mall 0 0,0 18 0,0
The Glen 964 1,2 496 0,6
Woodlands 0 0,0 0 0,0
Somerset Mall 1 087 1,6 2 148 3,2
CapeGate 902 1,4 420 0,7
Rosebank 827 1,3
Hyde Park Corner 329 1,2 0 0,0
Shopping centres 5 477 0,9 4 171 0,8
Stoneridge Sold Sold 1 711 3,5
Atterbury Value Mart 0 0,0 0 0,0
Willowbridge 1 674 4,2 199 0,5
CapeGate Lifestyle Sold Sold 2 406 7,4
Somerset Value Mart 1 987 15,8 130 1,0
Value centres 3 661 3,7 4 446 2,4
Total 9 138 1,3 8 617 1,2
Offices total* 6 247 8,3 10 755 13,8
Grand total 15 385 2,0 19 372 2,4
* Includes offices in shopping centres and standalone offices
Hyprop Investments Limited
Integrated Report 2015 39

Held for sale, disposals and acquisitions


In line with our strategy of primarily owning premium shopping centres, we are disposing of our standalone office portfolio and non-core retail assets. To date,
the following properties have been sold:
Proceeds Rm
CapeGate Value Centre 30
CapeGate Lifestyle Centre 323
Stoneridge 480
Total 833
The proceeds of these disposals were applied to reduce debt. Efforts to sell Willowbridge Centre, Somerset Value Mart and Pretoria standalone office portfolio
are continuing.

Lease renewal profile


Vacancy 2015/2016 2016/2017 2017/2018 2018/2019 2019+
% % % % % %
By income
Canal Walk 31 16 16 11 26
Clearwater 13 12 13 8 54
The Glen 20 18 13 11 38
Woodlands 7 13 13 11 56
CapeGate Shopping Centre 24 19 13 4 40
Somerset Mall 28 16 25 19 12
Rosebank Mall 4 11 8 34 43
Hyde Park Corner 21 13 15 16 35
Willowbridge 39 14 17 7 23
Somerset Value Mart 36 39 25 0 0
Atterbury Value Centre 20 26 23 17 14
Offices 18 30 23 5 24
Total 21 16 16 13 34
By rentable area
Canal Walk 1 32 11 13 11 32
Clearwater 0 9 6 10 4 71
The Glen 1 22 18 8 9 42
Woodlands 0 3 11 8 5 73
CapeGate Shopping Centre 1 20 17 7 2 53
Somerset Mall 2 20 10 22 34 12
Rosebank Mall 1 8 4 7 24 56
Hyde Park Corner 1 20 8 11 8 52
Willowbridge 4 38 15 12 6 25
Somerset Value Mart 16 31 32 21 0 0
Atterbury Value Centre 0 19 28 21 18 14
Offices 8 18 24 23 5 22
Total 2 20 14 13 11 40

Woodlands Boulevard, Pretoria


Hyprop Investments Limited
40 Integrated Report 2015

PROPERTY PORTFOLIO – SOUTH AFRICA continued


OPERATIONAL REVIEW

Western Cape region


2015 2014
Value at 30 June R11,5 billion R10,8 billion

Rentable area m 2
341 667 377 816

Rentable area % 44 48

Gauteng region
2015 2014
Value at 30 June R14,7 billion R11,5 billion

Rentable area m 2
438 405 403 323

Rentable area % 56 52

CANAL WALK
Super regional
One of Africa’s premier super regional shopping centres, situated in
Century City, Cape Town.

Checkers, Dis-Chem, Edgars, Game,


Anchor tenants
Pick n Pay, Woolworths
Retail rentable area 146 599m²
Western
SOUTH Stores 390
AFRICA
Cape Office rentable area 10 090m2
Parking bays 8 004
Footcount 21 201 723
Manager Gavin Wood

Canal Walk, Cape Town

CLEARWATER MALL
Large regional
The prime shopping destination in Johannesburg’s western suburbs,
located in a rapidly expanding residential corridor.

Dis-Chem, Edgars, Game, Pick n Pay,


Anchor tenants
Woolworths
Retail rentable area 86 081m²
Stores 237
Office rentable area –
Parking bays 5 125
Footcount 10 110 642
Manager Vicky Denyschen

Clearwater Mall, Johannesburg


Hyprop Investments Limited
Integrated Report 2015 41

THE GLEN SHOPPING CENTRE


Large regional
The shopping destination of choice for the affluent suburbs south of
Johannesburg.

Dis-Chem, Edgars, Game,


Anchor tenants
Pick n Pay, Woolworths
Retail rentable area 79 665m²
Stores 205
Office rentable area –
Parking bays 3 700
Footcount 14 161 992
Manager Glen Maboe

The Glen Shopping Centre, Johannesburg

WOODLANDS BOULEVARD
Large regional
Ideally situated near the exclusive Woodhill Golf Estate and known as the
“fashion capital” of Pretoria.

Builders Warehouse, Dion Wired,


Anchor tenants Dis-Chem, Edgars, Food Lover’s Market,
Game, Pick n Pay, Woolworths, Nu Metro
Retail rentable area 71 659m²
Stores 151
Office rentable area –
Parking bays 4 200
Footcount 8 482 852
Manager Malize Jacobs
Woodlands Boulevard, Pretoria

SOMERSET MALL
Large regional
Situated in the scenic foothills of the Helderberg, the mall has become an
indispensable part of the community.

Dis-Chem, Edgars, Game, Pick n Pay,


Anchor tenants
Woolworths, Ster-Kinekor
Retail rentable area 66 354m²
Stores 183
Office rentable area –
Parking bays 3 809
Footcount 10 849 399
Manager Mandy Bellamy

Somerset Mall, Western Cape


Hyprop Investments Limited
42 Integrated Report 2015

PROPERTY PORTFOLIO – SOUTH AFRICA continued


OPERATIONAL REVIEW

CAPEGATE SHOPPING CENTRE


Large regional
Conveniently located at the Okavango interchange on the N1 in Cape
Town’s northern suburb of Brackenfell.

Checkers, Edgars, Game, Pick n Pay,


Anchor tenants
Woolworths, Ster-Kinekor
Retail rentable area 63 700m2
Stores 151
Office rentable area –
Parking bays 2 850
Footcount 10 703 861
Manager Nicholas Oliphant

CapeGate Shopping Centre, Cape Town

ROSEBANK MALL
Situated in the heart of cosmopolitan Rosebank, Rosebank Mall
provides amenities to a wide range of shoppers, business executives and
international visitors.

Clicks, Foschini, Planet Fitness, Pick n Pay,


Anchor tenants Stuttafords, Truworths, Edgars, Woolworths,
Dis-Chem
Retail rentable area 62 410m²
Stores 153
Office rentable area 18 302m²
2 200 (retail)
Parking bays
470 (office)
Footcount 8 554 776 (from October 2014 to June 2015)
Manager Lynda Burger
Rosebank Mall, Johannesburg

HYDE PARK CORNER


Regional
The grande dame of South African shopping, Hyde Park Corner caters for
the most discerning visitors with exclusive, high-end retail.

Anchor tenants Clicks, Dion Wired, Pick n Pay, Woolworths

Retail rentable area 27 929m²


Stores 123
Office rentable area 10 188m²
Parking bays 1 730
Footcount 5 123 172
Manager Jacqui McGeehan

Hyde Park Corner, Johannesburg


Hyprop Investments Limited
Integrated Report 2015 43

ATTERBURY VALUE MART


Value/lifestyle
A convenient one-stop shopping destination in Pretoria.

Builders Warehouse, Spar, Sportsmans


Anchor tenants
Warehouse
Retail rentable area 47 785m²
Stores 98
Office rentable area –
Parking bays 2 135
Footcount Not measured
Manager Danie de Beer

Atterbury Value Mart, Pretoria

WILLOWBRIDGE SHOPPING CENTRE


Value/lifestyle
A world-class open-air shopping experience in the northern suburbs of
Cape Town.

Builders Warehouse, Checkers,


Anchor tenants Dis-Chem, Food Lover’s Market, Pick n Pay,
Woolworths
Retail rentable area 39 904m²
Stores 95
Office rentable area 2 474m²
Parking bays 2 302
Footcount 4 252 875
Manager Salome Thonnard

Willowbridge Shopping Centre, Cape Town

SOMERSET VALUE MART


Value/lifestyle
Fifteen outlets offer shoppers a wide variety, in one convenient location.

Fruit & Veg City, Hi-Fi Corporation,


Anchor tenants
Sportsmans Warehouse, Toys R Us
Retail rentable area 12 546m²
Stores 16
Office rentable area –
Parking bays 745
Footcount Not measured
Manager Mandy Bellamy

Somerset Value Mart, Cape Town


Hyprop Investments Limited
44 Integrated Report 2015

Canal Walk, Cape Town


Hyprop Investments Limited
Integrated Report 2015 45

SOCIAL AND
ETHICS REVIEW
Hyprop Investments Limited
46 Integrated Report 2015

SOCIAL AND ETHICS COMMITTEE REPORT


SOCIAL AND ETHICS REVIEW

Sustainable and responsible corporate citizenship is a key driver of The social and ethics committee dealt with a wide range of issues
the group’s growth strategy and daily operations. We are committed during the year, including social and economic development,
to continuously improving our operations to reduce an already low environmental, health and public safety, employment equity and black
environmental impact, maintaining our role as a responsible corporate economic empowerment.
citizen in preserving environmental resources, making a positive impact
on the wider community and encouraging our tenants, customers For further information pertaining to areas of the business which are
and suppliers to do the same, while enhancing the workplace for our addressed by the social and ethics committee, please refer to:
tenants and employees. Q Sustainability review – page 24
Q Human capital review – page 46
In line with its charter, the board is the custodian of the group’s values, Q Intellectual capital review – page 51
ethics and strategic goals. The board leads by example and embodies Q Social and relationship capital review – page 52
the values set out in the code of conduct and ethics. As a business Q Natural capital review – page 53
imperative, the board ensures that the company conducts its business
with integrity and with a high regard to ethical values and good
governance.

Mike Lewin
Social and ethics committee chairman

HUMAN CAPITAL: INVESTMENT AND DEVELOPMENT

Our employees are essential to business performance and competitive strength and, ultimately,
the sustainability of our business. Our human resources strategy is to attract and retain talented
people who enhance the pools of leadership and skills for long-term growth, and strengthen the
group’s reputation as a good corporate citizen.

We seek to add value to the lives of all our people by providing Workforce breakdown
an engaging environment for professional growth, competitive
remuneration, training support for further qualifications and an Total number of employees 2015 2014
inclusive and enabling culture. We work to unlock and nurture each
employee’s highest potential, to reward performance and address non- Hyprop Investments Limited –
performance. We foster a culture of respect with zero tolerance for permanent employees 199* 206
discriminatory behaviour. Hyprop Investments Limited –
contract and casual employees (mainly
Hyprop fully complies with employment laws and practices and is information kiosk and event staff) 43 81
committed to protecting human rights. Our code of ethics and the Percentage of employees who are
disciplinary code are communicated to all employees. “permanent” (%) 82 72
Percentage of employees who belong
Performance targets, training and skills development are reviewed to a trade union (%) 0 0
annually and aligned with the group’s strategy. Total Hyprop workforce 242 287
Word4Word – employees at
We are committed to creating and maintaining an environment that Hyprop sites 39 22
provides equal opportunities for all employees. Our employment Word4Word – head office and
equity policy codifies our commitment and stipulates the promotion regional staff 14 13
of equal opportunity, elimination of unfair discrimination and
Word4Word – staff outsourced to
implementation of measures to redress disadvantages experienced external business 68 37
by designated groups.
Word4Word – total employees 121 72
* Sale of Stoneridge and transfer of staff to the new owner, contributed
to the decline in permanent staff
Hyprop Investments Limited
Integrated Report 2015 47

Employment equity and transformation


We are committed to promoting equal opportunity and fair treatment by eliminating discrimination and implementing measures to redress
disadvantages experienced by designated groups and to ensure their equitable representation in all occupational categories.

Hyprop’s five-year employment equity plan was approved by the Department of Labour in 2013. An annual progress report is submitted in January each
year. Hyprop complies with the Employment Equity Act and is committed to ongoing organisational transformation to diversify its workforce.

Our challenge is that the current workforce is not growing, and due to extremely low staff turnover, very few vacancies become available.

Employment details

2015
Foreign
Male Female nationals Total Total
Occupational levels (%) A C I W A C I W Male Female A C I W
Top management 0,49 0,00 0,00 2,94 0,00 0,00 0,00 0,49 0,49 0,00 4,41 0,49 0,00 0,00 3,92
Senior management 0,49 0,00 0,49 2,94 0,00 0,00 0,00 6,37 0,00 0,00 10,29 0,49 0,00 0,49 9,31
Professionally qualified and experienced specialists and
mid-management 2,94 0,00 1,47 6,86 0,98 0,00 0,98 6,86 0,00 0,00 20,10 3,92 0,00 2,45 13,73
Skilled technical and academically qualified workers,
junior management, supervisors, foremen, and
superintendents 1,96 2,45 0,49 3,92 5,39 3,92 2,94 9,31 0,00 0,49 30,88 7,35 6,37 3,43 13,73
Semi-skilled and discretionary decision making 2,94 1,96 0,98 0,49 4,41 2,45 0,49 1,96 0,98 0,00 16,67 7,35 4,41 1,47 3,43
Unskilled and defined decision making 10,78 2,94 0,00 0,49 2,45 0,98 0,00 0,00 0,00 0,00 17,65 13,24 3,92 0,00 0,49
Total permanent 19,61 7,35 3,43 17,65 13,24 7,35 4,41 25,00 1,47 0,49 100,00 32,84 14,71 7,84 44,61
A – African
C – Coloured
I – Indian
W – White

2015 2014
Percentage of total employees by designated groups % %
African 32,8 31,7
Coloured 14,7 14,8
Indian 7,8 7,0
Percentage of total staff from designated groups 55,4 53,5
White 44,6 46,5

Percentage of total employees by designated groups

2015 2014

O Total staff from designated groups


O White
44,6% 55,4% 53,5%
46,5%
Hyprop Investments Limited
48 Integrated Report 2015

HUMAN CAPITAL: INVESTMENT AND DEVELOPMENT continued


SOCIAL AND ETHICS REVIEW

Employee earnings ratio


Performance per employee by net operating income and distributable income, as a measure of productivity, is benchmarked annually against peers.

Number of employees Net operating income per employee Distributable income per employee
2015 2014 2013* 2015 2014 2013*
2015 2014 2013* R000 R000 R000 R000 R000 R000
199 206 209 7 029 5 824 2 525 6 631 5 576 2 474
21% increase 19% increase
year-on-year year-on-year
* Six-month period

Employee retention Skills development and training


Motivated by a stimulating working environment, competitive Our training and development programme takes account of our
remuneration and fair reward, the commitment of our people to the own requirements, skills shortages in the property industry and
group is reflected in high retention, especially at senior level. While low transformation imperatives.
staff turnover ensures continuity and aligns group performance with
our long-term strategic objectives, we remain mindful of the value of Training needs are identified during the employee review process. In
fresh insight and aim for an appropriate balance between internal and addition, the group-wide skills base is objectively assessed to identify
external appointments. focal areas for training in the year ahead.

Average
The objectives of our training strategy include:
Hyprop service Q Enhancing knowledge and the skills base
Employee retention 2015 % (years) Q Enabling employees to contribute to our business and growth
Top management 100 12 Q Encouraging further education to enhance competence in current
Senior management 91 8 positions and increase eligibility for promotion
Middle management 92 9 Q Supporting employment equity initiatives.
Administration 91 9
Maintenance 98 9 One of our primary objectives is to establish a succession plan by
developing junior managers for middle management roles.
Total 93 9
During the year, a combination of internal and outsourced training
Movement sessions covered key areas:
(number of employees)
Training spend*
2015 2014
2015 2014
Internal placements 7 4 R R
New appointments 16 17 Leadership 690 634 312 474
Dismissals 1 2 Business operations 536 753 292 782
Resignations 13 8 Graduate programme 85 250 87 652
Section 197 transfers 11 0 Green building leasing principles 9 789 60 101
Employee turnover (%) 7 5 Leasing and administration 63 000 31 500
The number of people who departed, relative to the total number of Health and safety 6 406 137 786
employees at year-end. HIV/Aids training and information 52 349 53 153
New appointments Total 1 444 181 975 448
2015 2014 * The actual training spend for the year exceeded the budget by 3%
% %
Black 44 63
Coloured 37 13
Indian 7 6
White 12 18
Hyprop Investments Limited
Integrated Report 2015 49

Value of training
2015 2014
Average Average
Number spend per Number spend per
of training of training
Cost of Training Number training inter- Cost of Training Number training inter-
training cost as a of people inter- vention training cost as a of people inter- vention
R % trained ventions R R % trained ventions R
Black 152 392 10 83 249 612 212 539 22 60 160 1 328
Coloured 37 363 3 40 120 311 118 131 12 37 100 1 181
Indian 223 063 15 16 51 4 374 64 421 7 10 32 2 013
White 1 022 378 71 103 309 3 309 580 357 59 92 320 1 814
Non-South African 8 985 1 3 11 817 0
Total 1 444 181 100 245 740 1 952 975 448 100 199 612 1 594
Male 657 007 45 114 336 1 955 439 592 45 93 254 1 731
Female 787 174 55 131 404 1 948 535 856 55 106 358 1 497
Total 1 444 181 100 245 740 1 952 975 448 100 199 612 1 594

Performance management
Performance reviews of individuals are conducted annually, with biannual performance reviews against targets set out below:

Performance against these targets carries a 90% weighting at executive and senior management level. Employees are rewarded on company targets, as
well as an individual performance assessments, which are conducted annually with employees on the self-service system, after performance discussions.

Individual performance evaluations cover:


Q Professional conduct
Q Business processes
Q Customer service
Q Business operations
Q Employee management
Q Implementation of company strategy.

Bonuses are approved by the remuneration and nomination committee and are payable in December. More detail on our remuneration policy appears
on page 66.

June June
Group key performance deliverables (KPDs) 2015 2014
Outcome % %
Western Cape region 110,7 106,23
Pretoria region 115,2 106,2
Johannesburg region 112,13 114,62
Group Performance against KPDs 122,0 115,9

Scoring methodology
Underperformed Achieved 70% of target
Below expectations Achieved 80% of target
Solid performance Achieved 100% of target
Above expectations Achieved 115% of target
Stretch Achieved stretch targets (130% of target)
Hyprop Investments Limited
50 Integrated Report 2015

HUMAN CAPITAL: INVESTMENT AND DEVELOPMENT continued


SOCIAL AND ETHICS REVIEW

Additional human capital measures


Total working days 55 352
Total number of person days lost due to absenteeism (sick, family responsibility and maternity leave) 1 321
Percentage of total person days lost due to absenteeism – calculated or reported (%) 2
Total number of person days lost due to industrial action (ie strike action) 0
Percentage of total person days lost due to industrial action – calculated or reported 0

Employee relations
The national human resources manager is responsible for employee relations. A disciplinary and grievance policy governs these employee relations and
is available on the company intranet, in hard copy at each management
office, and on the website. Non-discrimination
Discrimination is not tolerated. Any reported instances are immediately
There were four disciplinary cases during the year, resulting in one and appropriately dealt with under our code of ethics and conduct and
dismissal. One grievance was reported. related disciplinary procedures. Relevant policies are regularly reviewed,
updated and distributed to employees.
Employee benefits
To entrench Hyprop as a preferred employer, we offer a range No incidents of discrimination were reported during the year.
of employee benefits that exceed legislated minimum standards,
including: Labour relations
Q Membership of a defined contribution pension fund with death, Hyprop has no unionised employees and there was no impact on
disability and funeral benefits business from industrial or labour unrest during the year.
Q Four months’ partially paid maternity leave (paid at 55% of cost to
company)
Q Annual leave rises to 20 days after five years with the group
Q Employees qualify for six days’ paid study leave for approved
qualifications.

Hyde Park Corner, Johannesburg


Hyprop Investments Limited
Integrated Report 2015 51

HIV/Aids
Health and safety
Our policy is to create a safe and healthy working environment, with Number of employees and contractors who were
procedures to manage occupational incidents and compensation claims able to access and receive voluntary counselling and
in line with legislation. In brief, we aim to: testing (VCT) for HIV/Aids 247
Q Provide a health and safety programme that is effective, of high Number of employees and contractors tested for
standard, and continuously reviewed and improved HIV/Aids 200
Q Comply with relevant statutory provisions for health, safety and HIV/Aids prevalence rate among employees (%) 5
environmental matters that affect employees, customers,
contractors and the public
Q Ensure all employees are properly informed of their responsibilities HIV/Aids remains an issue in South Africa that could affect the
for health, safety and environmental matters and discharge these wellbeing of our employees, leading to emotional distress,
effectively absenteeism, employee turnover and lower productivity. As a formal
Q Encourage employees to participate in preventing accidents and risk assessment found the impact of HIV/Aids on the group to be
preserving health negligible, Hyprop does not have targets for addressing its direct
Q Provide the resources and training to achieve these objectives. impact, nor does it have strategies for addressing indirect business risks
(eg effect on customer base/supply chain).
Each shopping centre is responsible for executing this policy on site
through its operations manager. At group level, the national facilities Our formal HIV/Aids policy, reviewed annually, provides guidelines
manager is responsible for bi-annual audit reports, drawing on reports on creating a non-discriminatory workplace, dealing with HIV testing,
from each centre. confidentiality and disclosure, providing equitable employee benefits,
dealing with dismissal and managing grievance procedures. It also
All centres conduct regular health and safety training for employees, ensures affected employees’ rights to confidentiality.
while third-party suppliers perform annual health and safety audits.
Where employees willingly disclose their status, Hyprop encourages
All construction projects have health and safety consultants who openness, acceptance and support.
represent Hyprop and monitor activities on site regularly. On large
and complex projects such as Rosebank Mall, the contractor has Every year, HIV/Aids awareness days are held at each centre office
its own health and safety officer managing contractor teams and by professional nurses, with an external healthcare service provider
subcontractors. conducting voluntary counselling and testing programmes. This offers
the opportunity to test for HIV, cholesterol and stress levels.
There were no serious casualties or injuries during the year at any of
our properties or projects.

INTELLECTUAL CAPITAL

Organisation knowledge, systems and procedures – Processes and procedures can be standardised and controlled
Q Parking and foot counters are centrally monitored across the more effectively, while built-in redundancy and disaster recovery
portfolio. This reduces downtime and improves efficiencies, while planning ensure data will not be lost and be easily accessible
reporting is automated and can be customised. In terms of footfall, – External data hosting reduces the cost and maintenance of
counters monitor the directional flow of shoppers in addition to expensive computer equipment
the number of feet entering at respective entrances. Understanding – From a management perspective, the financial performance of
directional flow assists in optimally locating tenants and improving each property, multiple properties or entire portfolio can be
the general flow of the mall easily reviewed
Q Increased use of social media to connect with shoppers – including – Tenant and lease-related data can be viewed and compared
smartphone apps, and high-speed wi-fi at centres throughout the portfolio
Q Single integrated electronic property management system with Q Information technology (IT): Hyprop understands both the benefits
multiple benefits: and risks of technology in its business. To ensure IT supports our
– Financial data (including accounting, leasing and retail strategic goals, we invest prudently against specified criteria and
information for all properties in our portfolio) centrally stored manage these systems closely to ensure optimal benefit. Oversight
using MDA Property Manager vests with executive management and is monitored by appropriate
– Data is hosted on MDA cloud service so it can be securely board committees. The strength and suitability of our IT processes
accessed anywhere in the world on any device with internet is reflected in the application of the criteria of King III and the IoD’s
access, including mobile devices governance assessment instrument.
Hyprop Investments Limited
52 Integrated Report 2015

SOCIAL AND RELATIONSHIP CAPITAL


SOCIAL AND ETHICS REVIEW

Our social and ethics committee monitors the group’s activities in Q Good corporate citizenship – promoting equality, preventing
terms of social and economic development, including: discrimination, corporate social responsibility and ethical behaviour
Q Adherence to the principles of the UN Global Compact (a policy Q Environmental, health and safety matters
initiative to align businesses with 10 universally accepted principles Q Consumer relations
covering human rights, labour, environment and anticorruption), Q Labour and employment, including education and skills
broad-based black economic empowerment (BBBEE), employment development.
equity and the recommendations of the Organisation for Economic
Cooperation and Development (OECD) on anticorruption

Corporate social investment


Corporate social investment (CSI) takes place at group level through the Hyprop Foundation. The foundation invested R1 154 216 during the year, and
R2 365 228 in added value for BBBEE compliance. Over 60% of the total investment was focused on education and feeding programmes at schools.

The added BBBEE value included use of facilities for events, staff resources and donations received from staff and stakeholders.

Rand (R) value of CSI/socio-economic development spend R


Education 267 390
Skills development, including adult basic education and training (ABET) 140 000
Health, including HIV/Aids 3 400
Basic needs and social development, including nutrition and/or feeding programmes 718 426
Rand value of enterprise development spend (ie support for small business) 25 000

Broad-based black economic empowerment


Hyprop recognises that integrating transformation into business practice is crucial for the sustainability of the company and South Africa. The
company supports the property transformation charter in this regard. The social and ethics committee is responsible for driving progress, for
specific areas of the BBBEE scorecard. The board of directors of Hyprop Investments Limited and its respective management teams are dedicated
to the task of substantially increasing BBBEE at all levels of their business to assist redressing the imbalances of the past and empowering historically
disadvantaged individuals.

New BBBEE codes became effective from 1 April 2015, but the property sector-specific code adjustments were postponed to October 2015. Hyprop’s
sector code scored a level 6 (this cannot be fully determined, as the new sector codes have not been applied yet).

View our BBBEE certificate online. 

Q Hyprop encourages preferential procurement, guided by procedures in its code of conduct. All our suppliers have
Head office been verified, and 93,8% of our procurement spend is BBBEE compliant
Preferential
Q During the year, we spent almost R2 804 116 993 with qualifying certified BBBEE suppliers for a range of services,
procurement
(Rosebank) of that R2 893 506 with suppliers classified under black-owned enterprise development suppliers and R2 087 262
classified under female black-owned enterprise development.

Fines
Hyprop incurred no fines or prosecutions for non-compliance with social laws and regulations during the year.
Hyprop Investments Limited
Integrated Report 2015 53

NATURAL CAPITAL: ENVIRONMENT IMPACT


SOCIAL AND ETHICS REVIEW

Highlights is informed by best practice, proven methods, ease of implementation,


Q Cost savings of R15,9 million and the benefit and cost of retrofitting green design to existing
Q 75,5% of waste recycled buildings. Identified opportunities include lower operating costs,
Q Second submission to CDP on carbon emissions reduced liability and risk of higher utility costs.
Q Second participation in GRESB
This strategy is dynamic and continually reviewed against best practice
Given the nature of our business, Hyprop has a low environmental and new developments. We focus on practical implementation within
footprint. Despite this, reducing our environmental impact remains the parameters of a cost/benefit analysis and feasibility of retrofitting
integral to our commitment to continuously improve our operations. green technologies.
The execution, reporting and review of our environmental policy are
regularly monitored by the social and ethics committee. As a member of the Green Building Council of South Africa, Hyprop
supports the council’s vision and mission.
After identifying the most relevant environmental impacts of our
operations – specifically water, energy and waste – we introduced our
green design and environmental strategy three years ago. Our approach

ENVIRONMENTAL STRATEGY
A comprehensive external analysis of our environmental, social and governance strategy in 2014 confirmed
the value of initiatives under way and highlighted areas for improvement. This summary of our environmental
strategy provides a fuller understanding of how Hyprop is mitigating environmental impacts where possible and
proactively managing environmental resources.

TARGET ACHIEVEMENTS
Q Energy (electrical) consumption – 1% reduction on Q Electricity: 2,0% reduction in 2015
Primary targets
Head office average per annum across the portfolio Q Water: 12,2% reduction in 2015
(baseline June Q Water consumption – 4,5% intensity reduction by 2016.
(Rosebank)
2013) 2014 target 1,5% reduction
Q Recycling – 5,9% improvement across the portfolio
Q Carbon emissions – in line with electricity consumption
reductions

TARGET
Q Consider best practice in energy, water reduction,
waste management and carbon emissions
Q Consider green building principles
Q Manage biodiversity impacts through responsible
management by considering best practice
Head office
Secondary Q Enhance stakeholder engagement by engaging large
targets
(Rosebank) users and exploring collaborative opportunities
Q Ensure compliance with environmental legislation
Q Embed culture of environmental responsibility across
the group
Q Undertake annual environment-specific risk
assessments
Q Explore how innovation and technology can support
competitiveness

International benchmarking Q GRESB is an industry-driven organisation that assesses the


For the second year, Hyprop voluntarily participated in two global sustainability performance of real estate portfolios (public, private
benchmarking programmes, illustrating our commitment to ensuring and direct) around the globe. It is used by institutional investors to
that best practice is embedded throughout our group, for the benefit improve the sustainability performance of their investment
of all stakeholders: portfolio, and the global property sector.
Q CDP is acknowledged as the international benchmark for
environmental reporting. This is an international non-profit Fines
organisation providing the only global system for companies and Hyprop incurred no fines for non-compliance with environmental laws
cities to measure, disclose, manage and share vital environmental and regulations during the year.
information in building sustainable economies (see page 55
determining our carbon disclosure)
Hyprop Investments Limited
54 Integrated Report 2015

NATURAL CAPITAL: ENVIRONMENT IMPACT continued


SOCIAL AND ETHICS REVIEW

Key environmental projects completed in 2015


We completed six projects totalling R7,6 million, focused on installing
energy-efficient lighting to reduce both electricity consumption and
maintenance costs.

Phase 2 of our solar photovoltaic (PV) plant was installed on Clearwater


Mall’s parking roof (completed in August 2015). The total size of the
plant (phase 1 and 2) is 1 500kW at peak, with generating capacity of
2,5GWh per annum.

Energy-efficiency initiatives
A large portion of Hyprop’s total operational spend in any reporting
year is on electricity (mostly consumed by tenants), energy efficiency is
a financial imperative. We are implementing a range of energy-efficient
solutions to better manage costs for the group and our tenants, to
improve our environmental performance and to reach our targets.

Clearwater Mall, Johannesburg

Electrical consumption 2015 2014


Total direct non-renewable energy consumption (gigajoules (GJ)) – ie from diesel burned 5 609 2 950
Total direct renewable energy consumption (GJ) from solar PV 1 839 No PV
Total indirect energy consumption (GJ) – ie from electricity consumed 10 584 9 999
Total indirect energy sold (GJ) – ie electricity recovered from tenants 914 278 875 080
Total electricity consumption (MWh) 256 906 055 277 774 894
Total energy consumption (GJ) – calculated 924 862 999 989

To better monitor the effectiveness of these initiatives and year-on-year consumption patterns, we began calculating our energy use intensity in 2013.

2015 2014 2013 baseline


2
Energy use intensity (GJ/m ) 1,27 1,31 1,56

Kilowatt hours per occupied space (m2) 2015 2014 % change


Retail 357 371 (3,7)
Office 268 212 26,4

Determining our carbon footprint


To establish an accurate baseline, we determined the group’s scope 1 and 2 carbon footprint using UK Department for Environment, Food and Rural
Affairs (Defra) voluntary reporting guidelines and the revised corporate accounting and reporting standard of the Greenhouse Gas Protocol, the most
widely used international tool for government and business leaders to understand, quantify and manage greenhouse gas (GHG) emissions.

Hyprop participated in the CDP for the second time this year, submitting our carbon footprint for the 12 months to June 2015. Although our official 2015
score will only be available in November, our score for the prior period was 74%. KPMG has independently audited our 2015 submission, providing an
indicative score of 74% to 80%, which is considered above average.
Hyprop Investments Limited
Integrated Report 2015 55

Hyprop’s carbon disclosure


Total carbon emissions (tonnes of carbon dioxide equivalents, CO2e) – calculated 2015 2014
Total carbon emissions include the following mix:
Scope 1* 3 260 6 571
Scope 2* 31 925 35 738
Scope 3* 261 585 250 370
Average volume of carbon emissions (scope 1 and 2) per person hour worked (tonnes CO2e/HW) 0,085 0,092
* Scope 1 emissions: all direct GHG emissions.
Scope 2 emissions: indirect GHG emissions from consuming purchased electricity, heat or steam, scope 3 covers other indirect emissions, which for
Hyprop is calculated as kWh purchased from the supply authority and resold to tenants.
Scope 3 emissions: includes the increase in scope 3 emissions that is tenant-driven. All our sites have bulk meters that measure total kWh consumed,
Each tenant has a sub-meter that registers direct electrical consumption. Where tenants have dedicated AC units, 100% of electrical consumption is
recovered. Where they share an AC system, they pay a pro rata share of the total area served by the unit.

Carbon tax
This proposed tax is based on carbon emissions, with organisations taxed on their emissions as measured in carbon dioxide (CO2). The tax is expected
to be phased in from 2016 and is being implemented to help South Africa reduce its carbon footprint. The mooted figure is R120/tonne of CO2. This is
currently envisaged as an additional surcharge on each kWh consumed and equates to 12 cents per kWh.

Based on our current submission to CDP, Hyprop has a potential tax liability of R3,8 million, with a liability of R31,4 million for our tenants.

Water
We are investigating all feasible opportunities to reduce water consumption while improving our measurement and monitoring standards. This includes
installing water-efficient equipment.

At existing properties, we rely on close co-operation with tenants and customers to reduce water consumption. At new developments and during
renovations and upgrades, efficiency is a determining factor in choosing technical equipment (toilets, taps, sprinkler systems and cooling systems).

Bulk water consumption is monitored daily at centres to identify unusual consumption patterns that might indicate leaks.

Water measures 2015 2014 % change


Total water consumption (kilolitres (kℓ)) 1 123 687 1 255 043 (10,4)
Average volume of water consumed per person hour worked (ℓ/HW) 2 664 2 976 (10,4)
Target
Target for water consumption, or reduction, against a specific denominator (ℓ/HW) 2 618 not set
Retail: kℓ per occupied space (m2) 1,7 1,7 0
Office: kℓ per occupied space (m2) 0,32 0,26 2,3
Total: kℓ per occupied space (m2) 1,6 1,6

Water intensity 2015 2014 2013 baseline


Water use intensity (kℓ per occupied space (m2)) 1,5 1,4 1,9

Waste
Our waste management approach is designed to maximise recycling, minimise disposal to landfill and comply with legislation. Tenants are regularly
informed about on-site waste management systems, and Canal Walk and Clearwater Mall have public recycling stations. Suitable waste segregation
facilities are in place at all centres.

For development projects, we adhere to all applicable regulations and consider best practice in optimising the environmental quality of our
construction sites. Waste generated by construction is disposed of in line with responsible management plans.

In 2015, Hyprop recycled 75% of total waste, up from 67% in 2014. While higher in percentage terms, lower group volumes reflect greater individual
recycling efforts from our tenants.
Hyprop Investments Limited
56 Integrated Report 2015

NATURAL CAPITAL: ENVIRONMENT IMPACT continued


SOCIAL AND ETHICS REVIEW

Waste 2015 2014


Total mass of non-hazardous waste disposed (tonnes (t)) 6 478 6 028
Total mass of hazardous waste disposed (t) 34 34
Total mass of waste sent for recycling (t) 2 964 3 111
Percentage of waste sent for recycling (%) 31 34

Recycling 2015 2014


Number of loads ordered 6 790 6 469
Quantity of units collected (t) 64 179 83 619
Recycled (%) 75 67
Recycled (m3) 62 785 49 938

Climate change
We have formally assessed the risks and opportunities presented by climate change as part of our annual submission to CDP and group risk
management process. The key direct risks lie in:
Q Change in temperature extremes – higher temperatures mean air-conditioning equipment will not cope in peak summer
Q Sea-level rise – danger of flooding coastal centres, most notably Canal Walk.

Environmental sensitivity
Canal Walk and Willowbridge are in biodiversity-rich areas:
Q Canal Walk is part of the greater Century City precinct, which is in a national wetland conservation area, Intaka Island. Intaka is an award-winning
16-hectare conservation area, rich in birdlife and indigenous plants. The precinct has an environmental management plan to which Canal Walk
adheres. In terms of the plan, no sewerage, fertilisers, herbicides or chemicals are discharged into canals that run through the precinct. Only
biodegradable cleaning products are used for parking decks, walkways and walls to minimise water pollution. In addition, Hyprop contributes
financially to the environmental management plan
Q Willowbridge is next to the Elsiekraal River and adheres to the environmental management plan set by the council to guard against water pollution.
Hyprop Investments Limited
Integrated Report 2015 57

Current energy and carbon emission savings initiatives


Initiative Objective Progress/current activities
Phase 1: a 500kWp solar photovoltaic plant The plant started operating in November 2014. Phase 1 was commissioned between November 2014 and
at Clearwater Mall June 2015, and the plant generated 510 729kWh, equating to a
saving of 208 tonnes of coal.
Phase 2: plant increased to 1 500kWp
From August 2015, phase 1 and 2 have a generating capacity
of 2,5GWh.
Capital replacement programme Ensures capital equipment at the end of its lifecycle is All capital replacements are approved by the national
replaced with energy-efficient equipment against the technical manager. At Somerset Mall, three package units
following criteria: non-ozone-depleting refrigerant gas; are replaced every year. Only non-ozone-depleting R410
reverse cycle heating instead of electrical element heating; refrigerant units with a co-efficient of performance of 3,5
and performance co-efficient 3,5 or better. or better are installed. At Canal Walk, one-third of console
units are replaced annually with R410 refrigerant and energy-
efficient inverter units.
Modify thermostat set points and supply Lower energy costs in winter and summer. Malls with Building Management Systems (BMS) installed,
temperature for chiller water enabled implementation.
Variable speed drives (VSDs) for heating, Match speed to required output to reduce consumption. All relevant systems fitted with VSDs.
ventilation and air-conditioning (AC)
systems
LED lighting and occupancy sensors Improve lamp life and reduce required power factor All mall common areas fitted with LED lighting.
correction.
Implement preventive maintenance Ensure optimal operation of equipment. All equipment is serviced monthly in line with service level
programmes agreement.
Peak energy demand reduction Reduce power consumption in peak periods (premium Buildings that would benefit from time-of-use tariffs have
tariff) and avoid expensive peaks, reducing the cost of been converted to this structure.
consumption.
Power factor correction Reduced consumption (in kVA), which accounts for current Power factor correction technology installed at all buildings
and pressure. where appropriate.
Light-coloured surfaces Buildings absorb less radiant energy, reducing solar heat gain By using heat-reflective paint on the roof at Woodland’s
and reliance on artificial light. Boulevard, we reduced peak load Air Conditioning (AC)
consumption by 16%.
Insulating duct and pipework for heating, Reduce loss of cold air from AC systems into building Ongoing and monitored monthly through service level
ventilation and AC environment. agreements.
Architectural shading and external planting Reduce solar gain and energy use. Implemented at Rosebank Mall and Canal Walk as part of
extensions and refurbishments.

Water efficiency initiatives


The table below highlights ongoing opportunities to manage water more efficiently.
Initiative Objective Benefits Progress
Smart metering To improve measuring and Q Anomalies immediately flagged, limiting risk and Bulk check meters installed at certain
monitoring of water consumption consequential loss sites.
and identify leaks from unusual Q Accurately tracking consumption patterns optimises financial
flow patterns. benefits of time-of-use tariff
Q Balancing sub-meters back to bulk meter at all times to flag
any bypassing
Fire system water Identify leaks and illegal use of To save water and avoid the abuse of infrastructure. All buildings monitored.
consumption water.
Hyprop Investments Limited
58 Integrated Report 2015

CORPORATE GOVERNANCE

Rosebank Mall, Johannesburg


Hyprop Investments Limited
Integrated Report 2015 59

CORPORATE
GOVERNANCE
Hyprop Investments Limited
60 Integrated Report 2015

HOW WE GOVERN AND MANAGE OUR BUSINESS


CORPORATE GOVERNANCE

Hyprop’s management team is a highly experienced and skilled group that applies a hands-on
strategic and operational approach to the growing portfolio. Management is committed to
corporate governance excellence to ensure sustainable performance. Hyprop’s approach to
corporate governance is guided by the group’s code of ethics and our policies articulating the
values and principles underpinning group actions.

The matrix below illustrates how the code of ethics supports our values and guides day-to-day business activities.

Responsiveness Collaboration Transparency Integrity Accountability

Implement an Support the process of Ensure independence Avoid any conflicts of Zero tolerance for any
effective system of sustainable and real from any business or interest that may unduly form of corruption,
internal control to meet transformation third parties with influence or compromise unethical business
group strategic contractual relationships any employee’s ability to practice or behaviour
objectives with Hyprop act in the company’s that contravenes any
best interests law, regulation or
public policy

Subscribe to sound Uphold fair and ethical Ensure legitimate Refuse gifts, hospitality Avoid direct and
health, safety and competition in the dealings in our shares by or other favours from indirect discriminatory
environmental marketplace in line employee shareholders third parties in return for practices
practices with relevant in compliance with the any kind of favour,
competition law South African Securities service or treatment
Services Act 36 of 2004
and the Listings
Requirements of the JSE

Safeguard the use Conduct business with Apply or explain best


of Hyprop’s assets integrity, mutual respect practice corporate
for legitimate and professionalism to governance in line
purposes only enhance Hyprop’s with King III
reputation
Protect confidentiality
of information
Hyprop Investments Limited
Integrated Report 2015 61

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

Approach as well as incorporating relevant standards of best practice. In line with


Our system of corporate governance is based on the values and King III’s “apply or explain” approach, the directors disclose the extent
principles that underpin the day-to-day activities of our group, to which Hyprop applies these principles to create and sustain value
including responsiveness, collaboration, transparency, integrity for stakeholders over the short, medium and long term, and explain
and accountability. This approach encompasses a commitment to any instances of non-compliance. The King III application is on page 72
excellence in corporate governance standards that we regard as and in our online report. Hyprop has elected to participate in the
fundamental to the sustainability of the group’s performance. Institute of Directors Southern Africa’s (IoDSA) governance assessment
instrument, achieving the highest application score of AAA. There is
Applying governance principles scope to improve our application in terms of independent assurance.
The board is committed to applying the recommendations of King III,
complying with the JSE Listings Requirements and the Companies Act,

ASSESSING OUR CORPORATE GOVERNANCE

Using the IoDSA online tool, we are able to: This assessment instrument covers main governance categories of:
Q Evaluate the implementation of governance structures and Q Board composition
processes recommended by King III Q Remuneration
Q Track progress on implementing King III Q Corporate governance office bearers
Q Provide a simplified framework for the board for a risk-based Q Board role and duties
review of applying King III
Q Accountability
Q Facilitate a meaningful scoring mechanism for our adoption of
King III Q Board committees
Q Provide a framework for independently assuring corporate Q Performance assessment.
governance
Q Provide an audit programme for internal and external service
providers.

Please view the full report on compliance to each of the King III principles online.

AAA Highest application AA High application BB Notable application B Moderate application C Application to be improved L Low application

Hyprop Investments Limited – 1987/005284/06


IoDSA FAI Applied/partially
score Applied/not applied

+ Chapter 1: Ethical leadership and corporate citizenship AAA Applied

+ Chapter 2: Boards and directors AAA Applied

+ Chapter 3: Audit committees AAA Applied

+ Chapter 4: The governance of risk AAA Partially not applied

+ Chapter 5: The governance of information technology AAA Applied

+ Chapter 6: Compliance with laws, rules, codes and standards AAA Applied

+ Chapter 7: Internal audit AAA Applied

+ Chapter 8: Governing stakeholder relationships AAA Applied

+ Chapter 9: Integrated reporting and disclosure AA Applied

Overall score AAA Powered by IoDSA GAI

Ethical leadership and corporate citizenship with Hyprop’s code of conduct and ethics and other relevant social,
Hyprop’s board and management team understand that ethical ethical and legal requirements, as well as best practice. It reports to
conduct and good corporate citizenship underpin the King III code, shareholders on matters in its mandate at the annual general meeting
where leadership is expected to direct business strategy and operations and via this integrated report.
to ensure long-term sustainability. In line with its charter, the board
is the guardian of the group’s values and ethics. This is achieved by Ethical behaviour is monitored through the Hyprop whistleblower’s
effectively managing corporate ethics and aligning business strategy line (0800 555 317), an independent hotline operated by an external
to corporate values, while considering our impact on the economy, provider that provides regular call analysis to enable Hyprop to
society, stakeholders and the environment. investigate all allegations promptly. Formal reports on matters that may
impact financial performance are submitted to the audit committee.
The board leads by example and embodies the values set One report was received during the period, which was appropriately
out in our code of conduct and ethics, published online. addressed.
The social and ethics committee of the board monitors compliance
Hyprop Investments Limited
62 Integrated Report 2015

CORPORATE GOVERNANCE continued


CORPORATE GOVERNANCE

2015 governance highlights


Q Participated in IoDSA’s governance assessment for the second time – achieved overall AAA score, indicating the highest application of the principles
and recommendations of King III
Q Audit committee comprises only independent non-executive board members
Q Majority of the board is independent.

COMMITTEE STRUCTURE

Audit Risk Social and ethics Investment Remuneration


committee committee committee committee and nomination
committee
Members Members Members Members Members
Lindie Engelbrecht Stewart Shaw-Taylor Mike Lewin (chairman) Pieter Prinsloo (chairman) Ethan Dube (chairman)
(chairman) (chairman) Pieter Prinsloo Stewart Shaw-Taylor Lindie Engelbrecht
Gavin Tipper Lindie Engelbrecht Vasti Booysen Laurence Cohen Stewart Shaw-Taylor
Thabo Mokgatlha Pieter Prinsloo Karin Eichhorn Louis Norval Gavin Tipper
Laurence Cohen Desirée Nafte Kevin Ellerine
Responsibilities Responsibilities
Steven Riley
Responsibilities Responsibilities
See audit committee See Hyprop’s remuneration
Responsibilities
report on page 79 See risk management Assist the board in policies and practices on
report on page 28 Monitor Hyprop’s activities considering opportunities page 66
in terms of social and for acquisitions, disposals
economic development; and other corporate
good corporate activity. Approves
citizenship, health and acquisitions, disposals
public safety; consumer and capital expenditure
relationships; and labour in line with its limits of
and employment. authority and the strategy
determined by the board.

The chairmen of key committees – audit, remuneration and nomination, and social and ethics – are all independent non-executive directors.

View charters of each committee online.


Hyprop Investments Limited
Integrated Report 2015 63

Composition of the board Succession planning


Hyprop’s board comprises 11 directors: six independent non-executives, The remuneration and nomination committee is responsible for
three non-executives, and two executive directors. ensuring adequate succession planning for directors and management,
and that all committees are appropriately constituted and chaired.
The diverse experience in commerce and industry of our non-executive The board is satisfied that the depth of skills contributed by current
directors enables them to make informed and independent decisions. directors meets its succession requirements.
Strategy is evaluated and approved, group performance scrutinised and
executive management monitored against key performance indicators. Director development
Their guidance and outlook on the group’s financial, audit, corporate Directors have access to experts and other parties required to carry
governance and risk management systems and controls are especially out their duties. In addition, they are encouraged to continue their
valuable. Transformation, succession planning and the remuneration professional development in their personal capacity.
process (at senior level) is reviewed to ensure sustainable leadership.
Non-executive directors are not involved in the daily operations of the Company secretary
company. CIS Company Secretaries Proprietary Limited is an independent
practice providing services to numerous JSE-listed companies. The
Hyprop has processes in place to ensure all directors have no conflicts board is satisfied that the company secretary and its representative,
of interest in fulfilling their duties, or in the event that conflicts do Neville Toerien, have maintained an arm’s-length relationship with the
exist, they are properly declared and dealt with in accordance with board and are sufficiently qualified and skilled to act in accordance
relevant regulatory requirements. Constructive debate at meetings with, and update directors on, the recommendations of King III and
contributes to informed decisions. other relevant regulations and legislation.

The chairman, Gavin Tipper, is an independent non-executive director. The board reviews the relationship between the company secretary
His role is clearly defined and separated from that of the chief and the board members on an annual basis. The board has determined
executive officer, Pieter Prinsloo. Similarly, the responsibilities of chief that the company secretary is independent from management and
executive officer and financial director are strictly separated from does not take on any management or executive duties on behalf of
those of non-executive directors to ensure that no single director the board of directors or on behalf of any subsidiary companies. The
can make unilateral decisions. The chairman provides leadership and company secretary is not a director of the company or a material
guidance to the board and encourages proper deliberation on all shareholder of the company or any of the company’s subsidiaries
matters requiring directors’ attention, while obtaining input from and has not entered into any major contractual relationships with
other directors. The chief executive officer and financial director are the company or any director. Accordingly, the board is satisfied
responsible for implementing strategy and operational decisions. that the company secretary maintained an arm’s-length relationship
with the board of directors.
Board changes
There were no changes to the board or to its committees during the The functions of the company secretary includes to:
period under review, save for the appointment of Mike Lewin, an Q Guiding directors, collectively and individually, on their duties,
independent non-executive director, as chairman of the social and responsibilities and powers
ethics committee. Q Providing information on legislation, regulations and matters of
ethics and good corporate governance relevant to the company
Board appointment process Q Recording the minutes of meetings, including attendance registers,
With support from the remuneration and nomination committee, the resolutions, directors’ declarations of personal and financial
board is responsible for new appointments, and following a formal and interests and all notices and circulars issued by the company
transparent process to identify and select candidates. The board and Q Preparing the notice of the annual general meeting
committee consider the mix of skills and experience required to drive Q Assuming responsibility for filing annual and other returns in terms
Hyprop’s operational progress and sustainable transformation, as well as of the Companies Act.
other relevant factors, including diversity and regulatory compliance.
Induction for new directors includes a briefing by the chairman, chief The company secretary updates the board on developments relating
executive officer, financial director and sponsor, Java Capital. They are to ethics, corporate governance, legislation and regulation. The board
also introduced to key senior management at company and shopping then reviews any changes and appropriate measures are implemented
centre levels, with site visits to shopping centres. to comply with best practice and support sustainable performance.

In terms of the memorandum of incorporation, the appointment of Performance self-assessment


new directors is confirmed by shareholders at the subsequent annual The board is satisfied that all independent non-executive directors
general meeting. meet the criteria of King III.

Rotation of directors Access to information


Hyprop’s Memorandum of Incorporation stipulates that one-third of Directors have unrestricted access to the advice and services of the
directors retire by rotation after a three-year term. If eligible, these company secretary and to company records, information, documents
directors will offer themselves for re-election. and property. Non-executive directors have full access to the external
and internal auditors, and to management. All directors are entitled,
Directors standing for re-election by rotation at the upcoming at Hyprop’s expense, to take independent professional advice on any
annual general meeting are Louis van der Watt, Louis Norval and matters concerning the affairs of the company.
Thabo Mokgatlha.
Hyprop Investments Limited
64 Integrated Report 2015

CORPORATE GOVERNANCE continued


CORPORATE GOVERNANCE

Access to the board Board committees


Shareholders can provide recommendations or direction to the Please see the outline of board committees on page 62.
board at the annual general meeting, one-on-one meetings, investor
presentations and through investor polls. The board is satisfied that all committees have fulfilled their
responsibilities during the year as per their approved charters.
Dealing in securities Each committee’s performance is reviewed annually.
The board complies with the JSE Listings Requirements that restrict
trading in Hyprop’s shares by directors, company secretary and The need for additional committees is evaluated regularly. Hyprop’s
employees in defined closed periods. In conjunction with the financial remuneration and nomination committees are combined. Discussions
director and sponsor, the board ensures the required disclosure of on agenda items for nomination committee matters are chaired by the
trades in Hyprop shares is published on SENS. Directors and senior board chairman.
employees with access to the company’s financial results and other
price-sensitive information are barred from dealing in Hyprop shares There is full disclosure from committees to the board, including
for specified periods before relevant announcements. A notification verbal reports on recent activities by committee chairmen to the
to all directors and affected staff alerts them that the company is board. Minutes of committee meetings are made available to all
entering a closed period. board members. In addition, the board chairman and chairmen of
each committee attend Hyprop’s annual general meeting to answer
Hyprop uses dividend per share as the relevant measure of financial questions from stakeholders.
results for the purpose of reporting on trading statements, if any.
Board and committee meetings
Conflicts of interest The board meets at least four times a year, with ad hoc meetings when
As per the code of ethics and conduct, directors must declare to necessary. Relevant notice and information is supplied in advance,
the chairman and company secretary their shareholdings, additional ensuring directors can make well-researched and reasoned decisions.
directorships and any potential conflicts of interest.
The investment committee meets on an ad hoc basis as necessary.

Attendance at board and committee meetings for the review period (1 July 2014 to 30 June 2015) is reflected below.

Remuneration Social
Board Audit Risk and nomination and ethics
Independent non-executive directors
GR Tipper (chairman of the board) 4/4 5/5 2/2(e) 2/2 2/2(e)
EG Dube(c) 4/4 2/2
L Engelbrecht(a) 4/4 5/5 2/2 2/2
TV Mokgatlha 4/4 5/5
MJ Lewin(d) 4/4 2/2
LLS van der Watt 2/4
Non-executive directors
KM Ellerine 4/4
L Norval 4/4
S Shaw-Taylor(b) 4/4 2/2 2/2
Executive directors
PG Prinsloo (CEO) 4/4 5/5(e) 2/2 2/2(e) 2/2
LR Cohen (FD) 4/4 5/5(e) 2/2 2/2(e) 2/2(e)
Executives and management
M de Klerk 2/2(e)
K Eichhorn 2/2(e) 2/2(e) 2/2(e)
D Nafte 1/2(e) 2/2(e)
S Riley 2/2(e) 2/2(e)
B Frylinck(e) 1/2(e)
V Watson 1/2(e) 1/2(e)
T Rasiluma 1/4(e) 2/5(e) 2/2(e) 2/2(e)
V Booysen 2/5(e) 2/2(e) 2/2
M Hattingh 4/5(e) 1/2(e)
(a)
Chairman audit committee
(b)
Chairman risk committee
(c)
Chairman remuneration and nomination committee
(d)
Chairman social and ethics committee
(e)
By invitation
Hyprop Investments Limited
Integrated Report 2015 65

Compliance with laws, rules, codes and standards


The national legal executive and executive management ensure Hyprop
complies with all current regulations and legislation, liaising closely with Policy documents available online
the company’s sponsor. If there are areas of non-compliance, these Q Board charter
areas will be formally tabled through the risk management process Q Audit committee charter
under the supervision of the risk committee.
Q Investment committee charter
Q Remuneration and nomination committee charter
There were no material compliance issues during the year. The Hyprop
board meets ad hoc to monitor progress against the property sector Q Risk committee charter
charter, with particular focus on transformation. Q Social and ethics committee charter
Q Code of conduct and company policy
Legislations/regulations with which the company is required to comply Q Employment equity policy and plan
include: Q Memorandum of incorporation
Q Property sector charter
Q Basic Conditions of Employment Act 75 of 1997
Q Companies Act 71 of 2008
Q Compensation for Occupational Injuries and Disease Act 130 of 1993
Q Competition Act 89 of 1998
Q Employment Equity Act 55 of 1998
Q Labour Relations Act 66 of 1995
Q Occupational Health and Safety Act 85 of 1993
Q Value Added Tax Act 89 of 1991
Q Financial Intelligence Centre Act 38 of 2001
Q Consumer Protection Act 68 of 2008
Q Financial Markets Act 19 of 2012
Q Income Tax Act 58 of 1962
Q Promotion of Access to Information Act 2 of 2000
Q Protection of Personal Information Act 4 of 2013
Q Protected Disclosures Act 2000
Q Securities Services Act 36 of 2004

As Hyprop is a listed Real Estate Investment Trust (REIT), it is required to


comply with the JSE Listings Requirements and rules that are specific to
REITs in South Africa.

Anti-competitive behaviour
Hyprop has not been party to any legal actions for anticompetitive
behaviour or monopoly practices during the period.
Hyprop Investments Limited
66 Integrated Report 2015

REMUNERATION REPORT
CORPORATE GOVERNANCE

Philosophy Executive directors and senior executive remuneration


Hyprop is an internally managed REIT, making employee skills essential Our executive directors are permanent employees and their
to our sustainability. Our remuneration philosophy therefore supports employment agreements include a notice period, but no restraints of
our strategic objectives and encourages individual performance. It trade. Hyprop aims to be an employer of choice: to attract and retain
emphasises the contribution of our employees to building long-term individuals of high calibre, we offer competitive remuneration packages
value through fair and balanced remuneration. and review these annually.

The policy is based on several key principles: Our remuneration structure includes:
Q Hyprop’s success depends on attracting talented, experienced and Q Base salary
motivated individuals who can execute our business strategy to All basic salaries are market-related, benchmarked against industry
achieve our vision and mission. We use both short and long-term norms and adjusted for an employee’s experience, qualifications,
incentives to support this goal responsibilities and nature of work. These are reviewed annually.
Q Target-based short-term incentives (STIs) are strong drivers of
performance. A significant portion of senior management reward Q STIs
is therefore variable, based on realistic performance targets, and An annual performance bonus aligns short-term rewards with
individual contributions to the growth of their division and the annual performance and supports retention. Performance reviews
wider company. We also reward employees who deliver superior are weighted significantly to output. The executive committee
performance in line with our strategic goals. Special bonuses may sets key performance deliverables (KPDs) annually at property and
be considered as additional awards in exceptional circumstances company levels. These are formally measured and include:
Q Long-term incentives (LTIs) are aligned to Hyprop’s strategic – Net income growth
objectives and the investment interests of shareholders. – Performance against budget
– Increase in trading densities
Policy – New/renewed leasing rental values achieved relative to budget
The remuneration and nomination committee is responsible for – New/renewed leasing escalations achieved
implementing the remuneration policy to ensure: – Tenant arrear collections and management
Q Salary structures and policies motivate superior performance, – Tenant deposit and bank guarantee management
and are linked to realistic performance objectives that support – Documentation administration.
sustainable growth
Q Stakeholders are able to make informed assessments of reward Exceptional performance is rewarded with higher incentives, after
practices and governance processes considering recommendations from general managers, regional
Q Compliance with all applicable laws and regulatory codes. executives and executive directors.

Non-executive directors The maximum bonus for senior management is six months’ salary,
Our policy is to remunerate non-executive directors competitively for at the committee’s discretion. Bonuses for executive directors
their service while understanding the required time commitment. Fees are aligned with strategic objectives and are at the committee’s
are benchmarked against a peer group of JSE-listed companies, and discretion.
there are no contractual arrangements to compensate for loss of office.
Q LTIs
The remuneration and nomination committee reviews these fees These reward long-term decisions supporting dividend and capital
annually and makes its recommendations to the board which, in turn, growth. They are also designed to align employee behaviour with
proposes fees for approval by shareholders at the annual general shareholders’ interests and to ensure long-term retention of staff.
meeting. The LTI comprises a performance and a retention component. The
split between performance shares and retention shares is 70% : 30%
Non-executive directors do not receive STIs nor do they participate in for all participants.
any LTI schemes except if they previously held executive office and are
entitled to unvested benefits from this period. Hyprop pays no pension
contributions for non-executive directors.
Hyprop Investments Limited
Integrated Report 2015 67

Performance conditions relating to the performance component of the LTI is shown below:
Performance condition Detail Weighting Threshold On target Stretch
Growth in distribution/ Simple growth in distribution per share at the end of the 40% 95% 102,5% 110%
dividend per share relative performance period compared to the prior financial year.
to peer group*
Share price performance Growth in the share price from the start to the end of the 40% 95% 105% 120%
relative to peer group* performance period.
Strategic component Determined by the remuneration committee in line with 20%
circumstances and projects at the time of the award. It is
measured over the performance period of three years, and
may include project-related or general business activity.
Where considered appropriate, the committee has the
discretion not to apply the strategic component, in which
case this 20% weighting will be split equally between the
other two performance conditions. Achieving each of
the performance conditions and consequent vesting of
performance units occurs severally.

* The peer group comprises the five largest South African REITs by market capitalisation listed on the JSE

The first awards were offered to executives, senior managers, operational and financial managers and staff with specific core, critical or strategic skills in
2014. Some 13% (27 employees) of the total staff complement will participate in the scheme, which is limited to 2% of the current shares in issue with an
initial vesting period of three years from January 2014.

Participants do not pay for the shares. They are also not eligible for dividends until the end of the initial vesting period.

Retention scheme terms


Retention shares vest five years after initial allocation, subject to continued employment for the duration of the vesting period.

Terms of service
Minimum terms and conditions for employing executive directors are governed by South African legislation. If an executive director’s services are
terminated, the committee oversees the settlement of terms, assisted by labour law advisers.

Remuneration of non-executive and executive directors


For breakdown of remuneration of non-executive and executive directors please see note 24 on page 128.
Hyprop Investments Limited
68 Integrated Report 2015

ANNEXURES

Canal Walk, Cape Town


Hyprop Investments Limited
Integrated Report 2015 69

ANNEXURES
Hyprop Investments Limited
70 Integrated Report 2015

HISTORY
ANNEXURES

1988 2001 2002

 Acquired Rosebank Mall and adjacent Mall


 Listed on JSE with a portfolio comprising Hyde
 Acquired an undivided one-third share in Offices – valued at R320 million
Park Corner, Boksburg Hypermarket and two  Acquired an additional 16,77% stake in The
The Glen for R95 million
office buildings – total asset value R94 million
Glen for R47,8 million

2003 2004 2005


 Acquired The Grace Hotel and offices for
R32 million.  Raised R376 million in a rights offer, issuing
 Acquired 45% of SA Retail Properties
 With Ellerine Bros, jointly acquired premier nine million units  Southcoast Mall, jointly developed with
Western Cape shopping centre, Canal Walk,  Acquired an additional interest in The Glen,
Redefine Properties Limited, opened
for R1,16 billion taking Hyprop’s stake to 75,15%
 Disposed of eight smaller office blocks

2006 2007 2008

 With Vunani Properties, launched Vunani


 Disposal of stake in SA Retail for
Property Investment Fund, an empowerment
R1,135 billion  Stoneridge Centre opened
property fund  Acquired 31,3% of Sycom Property Fund for
 Construction of Stoneridge Centre –
R1,24 billion
development, cost of R544 million

2009 2010 2011

 Acquired 70% undivided share in Nedbank


Gardens, for future redevelopment of  Acquired Attfund Retail, increasing portfolio
Rosebank Mall  Successful extensions completed at
 Acquired Cradock Heights in Rosebank, which
to 12 shopping centres and doubling assets to
Canal Walk and The Glen – total cost of
R20 billion
becomes Hyprop head office (2012) R479 million  Disposal of the Grace Hotel
 Southern Sun Hyde Park Corner development
completed

2012 2014 2015


 Effective 1 July, all investments in sub-Saharan
Africa (excluding South Africa) held through
 Rosebank Gardens site (formerly Nedbank Hyprop Investments Mauritius, a wholly
Gardens) imploded to begin redevelopment owned subsidiary
of Rosebank Mall  27 500m2 West Hills Mall in Accra, Ghana,
 Disposal of 50% undivided share in Southcoast opens in November
Mall to Redefine Properties Limited  Approved as a REIT by JSE from 1 July 2013  Redevelopment of Rosebank Mall completed
 Moody’s Investor Services rated Hyprop a  Acquired Somerset Mall in exchange for in September 2014
national scale long-term issuer A3.za and Sycom units  Included on JSE SRI Index
short-term rating of Prime-2.za  Acquired 87% of African Land, gaining  Hyprop added to the MSCI Emerging Market
 Co-invested in Mauritius-based Atterbury exposure to Manda Hill in Lusaka, Zambia Index, further increasing liquidity of Hyprop
Africa, focused on investing in high-quality shares
shopping centres in sub-Saharan Africa  Disposal of CapeGate Lifestyle, CapeGate
 Disposal of Southern Sun Hyde Park Corner Value Centre and Stoneridge Centre
Hotel to Tsogo Sun  Converted combined unit capital structure to
an all-share structure
Hyprop Investments Limited
Integrated Report 2015 71

STAKEHOLDER ENGAGEMENT
ANNEXURES

We continually engage with our stakeholders: Stakeholder strategy


Q Consider best-practice principles when reviewing solutions
employees, investors, financiers, local Q Explore how innovation and technology can support
communities, tenants and suppliers to competitiveness
Q Ensure the safety and security of shoppers/tenants/employees
determine their issues and communication within the scope of shopping centre management and their
needs. We then respond appropriately. respective service providers
Q Engage with stakeholders to enhance the risk management process
Q Engage with local communities to enhance corporate social
Stakeholder engagement, issues and concerns
investment
Key stakeholders in our group are shown below. For a fuller
Q Enhance the execution of corporate social investment
understanding, we have included ongoing material issues.
Q BBBEE/employment equity: to achieve steady improvement
Q Ensure a succession plan for senior management is in place
Q Undertake social due diligence/impact assessments to determine
potential social impact

STAKEHOLDER ANALYSIS
INTERNAL EXTERNAL
Tenants: Ongoing material issues: Investors and
Q Tenant mix improvement, financiers: Ongoing material issues:
Q initiatives to enhance the shopping experience and Q GDP,
attract shoppers, Q economic growth,
Q changes in consumer spending, Q consumer spend with tenants,
Q increased competition, Q interest rates on cost of funding,
Q rental escalation, Q competition from new developments close to our
Q rising operating and municipal costs, shopping centres,
Q tenant location in mall, Q exposure to the rest of sub-Saharan Africa, and
Q mall cleanliness, Q changes in exchange rates.
Q mall security, Investors: Ongoing material issues:
Q mall maintenance, Q Distribution growth,
Q tenant/landlord communication, and Q strategy execution,
Q supply of electricity. Q portfolio growth,
Employees:Ongoing material issues: Q capital appreciation,
Q Career development and training, Q accessibility of leadership,
Q equity participation, and Q timely information on key developments,
Q BBBEE. Q exposure to sub-Saharan Africa,
Shoppers: Ongoing material issues: Q succession, and
Q Access to shopping centre, Q corporate governance.
Q mall cleanliness, Financiers: Ongoing material issues:
Q mall maintenance, Q Solvency and liquidity,
Q the role of security, and Q timeous servicing of debt (DCM),
Q retail and entertainment offering. Q portfolio value, and
Q credit rating.

OPERATIONAL
Suppliers: Ongoing material issues:
Q Timely payment,
Q fair business practices, and
Q lack of skills affecting their ability to deliver service.
Government, regulators: Ongoing material issues:
Q Employment equity,
Q environmental impact,
Q taxation,
Q compliance,
Q adherence to JSE Listings Requirements, and
Q company legislation.
Local communities: Ongoing material issues:
Q Socio-economic development,
Q environmental impact, and
Q responsible corporate citizenship.
Industry associations: Ongoing material issues:
Q Introduction of new legislation,
Q global and local industry trends, and
Q sector-specific issues.
Hyprop Investments Limited
72 Integrated Report 2015

KING III APPLICATION


ANNEXURES

Applied/
partially
Principle Board requirement Comment applied/
not
applied

Chapter 2: Boards and directors

2.1 The board should act as the In line with its charter, the board acts as the focal point for and Applied
focal point for and custodian of custodian of corporate governance by conducting its relationship
corporate governance. with management, shareholders and other stakeholders along sound
corporate governance principles. No one director has unfettered
powers of decision making.

2.2 The board should appreciate that The board, in line with its charter, is responsible for aligning the Applied
strategy, risk, performance and strategic objectives, vision and mission with risk and performance.
sustainability are inseparable. The group’s formal risk management process considers the full
range of risks including strategic and operational risk, encompassing
performance and sustainability. A social and ethics committee is
responsible for sustainability issues.

2.3 The board should provide effective In line with its charter, the board is the guardian of the values and Applied
leadership based on an ethical ethics of the group and provides effective leadership on an ethical
foundation. foundation. The group’s code of ethics sets out its commitment
to the highest level of ethical conduct, fair dealing and integrity in
business practice as an operational imperative.

2.4 The board should ensure the See 2.3.


company is and is seen to be a
responsible corporate citizen.

2.5 The board should ensure the The board ensures Hyprop’s ethics are managed effectively. The Applied
company’s ethics are managed social and ethics committee assists the board in overseeing social
effectively. and ethical matters for the group. Hyprop’s code of ethics, to which
all members of the board, management and employees are required
to adhere, promotes ethical business practices. Employees and the
public can report any acts of fraud and unethical behaviour on a
confidential fraud hotline.

2.6 The board should ensure the The audit committee comprises three independent non-executive Applied
company has an effective and directors in line with King III. Members are elected by shareholders at
independent audit committee. the annual general meeting.

2.7 The board should be responsible for The risk committee is responsible for overseeing the group’s risk Applied
the governance of risk. management programme. It reports to the board which retains
ultimate responsibility for the control and management of risk.
The risk committee is responsible for reviewing and assessing the
company’s risk control systems and ensures that risk policies and
strategies are effectively managed. Specifically the role of the
committee is to assist the board in ensuring that:
Q The company has implemented an effective policy and plan for
risk management that will enhance its ability to achieve its strategic
objectives
Q Disclosure on risk is comprehensive, timely and relevant.
Hyprop Investments Limited
Integrated Report 2015 73

Applied/
partially
Principle Board requirement Comment applied/
not
applied

Chapter 2: Boards and directors

2.8 The board should be responsible for The board, through the risk committee, is responsible for effectively Applied
IT governance. managing relevant IT risks.

2.9 The board should ensure that In line with its charter, the board ensures Hyprop complies with Applied
Hyprop complies with applicable applicable laws and considers adherence to non-binding rules and
laws and considers adhering to non- standards, assisted by the risk committee.
binding rules, codes and standards.

2.10 The board should ensure there is an The outsourced internal audit service provider offers an Applied
effective risk-based internal audit. independent, risk-based internal audit function. The internal auditor
reports directly to the audit committee and is invited to attend all
audit committee meetings.

2.11 The board should appreciate that The board recognises that engaging with appropriate individuals or Applied
stakeholders’ perceptions affect the groups enhances our operations and enables us to manage risk and
company’s reputation. reputation. Investor relations and stakeholder engagement are key
focus areas for the board.

2.12 The board should ensure the The audit committee oversees integrated reporting and is responsible Applied
integrity of the company’s for recommending the board to approve this report.
integrated report.

2.13 The board should report on the The audit committee oversees internal audit, including the Applied
effectiveness of the company’s appointment of this function, monitoring its performance and
system of internal controls. approving the internal audit plan. It ensures the internal audit
function is subject to an independent quality review, as the
committee deems appropriate. Internal audit is outsourced and
independent. It assists management in assessing whether systems of
internal control are adequate and effective. Internal audit prepares a
plan aligned to Hyprop’s key risks.

2.14 The board and its directors should The board acknowledges its role as trustee on behalf of shareholders. Applied
act in the best interests of the In terms of its charter, it acts in the best interests of the group by
company. ensuring individual directors adhere to legal standards of conduct;
are permitted to take independent advice in connection with their
duties following an agreed procedure; disclose real or perceived
conflicts to the board and deal with them accordingly; and deal in
securities only in line with the policy adopted by the board.

2.15 The board should consider business The board is responsible for initiating business rescue proceedings if Applied
rescue proceeding or other warranted. The audit committee reviews the going-concern principle,
turnaround mechanisms as soon as as well as the solvency and liquidity principle, as set out in the
the company is financially distressed Companies Act.
as defined in the Act.
Hyprop Investments Limited
74 Integrated Report 2015

KING III APPLICATION continued


ANNEXURES

Applied/
partially
Principle Board requirement Comment applied/
not
applied

Chapter 2: Boards and directors

2.16 The board should elect a chairman The chairman of Hyprop is an independent non-executive director. Applied
who is an independent non- His role is to provide strategic guidance as well as encourage and
executive director. The chief allow adequate debate at board level. The company’s MoI provides
executive officer (CEO) should not for one-third of directors to retire by rotation after a three-year
also fulfil the role of chairman of term of office.
the board.

2.17 The board should appoint the The board appointed Pieter Prinsloo as CEO and has approved a Applied
CEO and establish a framework for framework for delegation of authority. The CEO is responsible for
delegation of authority. strategy execution and the oversight of day-to-day operations.

2.18 The board should comprise a The majority (nine) of directors are non-executive, with six Applied
balance of power, with a majority categorised as independent.
of non-executive directors. The
majority of non-executive directors
should be independent.

2.19 Directors should be appointed There is a formal and transparent process for appointment of Applied
through a formal process. directors. The remuneration and nomination committee assists with
the process of identifying suitable candidates to be proposed to
shareholders.

2.20 The induction, and ongoing training There is a formal induction programme for new directors. Applied
and development, of directors Inexperienced directors are developed through mentorship
should be conducted through programmes. Continuing professional development programmes are
formal processes. implemented to ensure directors receive regular briefings on changes
in risks, laws and the environment.

2.21 The board should be assisted by a CIS Company Secretaries Proprietary Limited, an independent Applied
competent, suitably qualified and company secretarial practice, was appointed in compliance with the
experienced company secretary. Companies Act, JSE Listings Requirements and recommendations of
King III. The board deems its representative, Neville Toerien, to be
suitably qualified. The company secretary operates on an arm’s-
length basis from the board and is not a member of the board.

2.22 The evaluation of the board, its The board was evaluated in July 2014. Applied
committees and individual directors
should be performed every year.
Hyprop Investments Limited
Integrated Report 2015 75

Applied/
partially
Principle Board requirement Comment applied/
not
applied

Chapter 2: Boards and directors

2.23 The board should delegate certain Without abdicating its own responsibilities, the board delegates Applied
functions to well-structured certain functions to specific committees:
committees, but without abdicating Q Audit committee
its responsibilities. Q Risk committee
Q Investment committee
Q Remuneration and nomination committee
Q Social and ethics committee

Each committee has a formal charter approved by the board and


reviewed regularly.

2.24 A governance framework should be All policies and procedures are followed by subsidiary boards. Applied
agreed between the group and its
subsidiary boards.

2.25 Companies should remunerate The board is responsible for ensuring Hyprop has an appropriate Applied
directors and executives fairly and remuneration strategy. The remuneration and nomination committee
responsibly. has an independent role, making recommendations to the board for
its consideration and final approval to ensure the group remunerates
directors (including fees for non-executive directors) and executives
fairly and responsibly; and that disclosure of directors’ remuneration
is accurate, complete and transparent. Remuneration is set out in the
remuneration report. Fees for board and committee members are
approved annually at the annual general meeting.

2.26 Companies should disclose the The remuneration of directors and prescribed officers is disclosed Applied
remuneration of each individual and applied in note 24 of the financial statements.
director and prescribed officers.

2.27 Shareholders should approve the Details of the remuneration policy are on page 66. The remuneration Applied
company’s remuneration policy. policy is submitted to shareholders to consider and endorse by way
of a non-binding advisory vote at the annual general meeting.
Hyprop Investments Limited
76 Integrated Report 2015

Contents
77 – 151
Audited financial statements
77 Approval of the financial statements
77 Declaration of company secretary
78 Independent auditor’s report
79 Report of the audit committee
80 Directors’ report
82 Statements of financial position
83 Statements of comprehensive income
84 Statements of changes in equity
85 Statements of cash flows
86 Notes to the financial statements
148 Segmental analysis

Rosebank Mall, Johannesburg


Hyprop Investments Limited
Integrated Report 2015 77

APPROVAL OF THE FINANCIAL STATEMENTS


for the year ended 30 June 2015

FINANCIAL STATEMENTS

The financial statements in the integrated report are the responsibility The external auditors are responsible for independently auditing and
of the directors. They are responsible for selecting and adopting sound reporting on the financial statements in conformity with International
accounting practices, for maintaining an adequate and effective system Standards on Auditing. Their report is set out on page 78.
of accounting records, for safeguarding assets and for developing and
maintaining a system of internal control that, amongst other objectives, Preparation of the financial statements was supervised by Laurence
will ensure the preparation of the financial statements achieves fair Cohen (CA)SA in his capacity as financial director.
presentation. The financial statements set out in this report have been
prepared by the directors in accordance with International Financial The financial statements were approved by the board and signed on its
Reporting Standards. They are based on appropriate accounting policies behalf by:
that have been consistently applied and are supported by reasonable
and prudent judgements and estimates.

The financial statements have been prepared on the going-concern basis Pieter Prinsloo Laurence Cohen
as the directors have every reason to believe the company has adequate Chief executive officer Financial director
resources to continue operations for the foreseeable future.
Johannesburg
31 August 2015

DECLARATION OF COMPANY SECRETARY


for the year ended 30 June 2015

We declare that, to the best of our knowledge, the company has lodged
with the Companies and Intellectual Property Commission all such
returns as are required of a public company in terms of the South African
Companies Act 71 of 2008, as amended, and that all such returns are true,
correct and up to date.

CIS Company Secretaries Proprietary Limited


Company secretary

Johannesburg
31 August 2015
Hyprop Investments Limited
78 Integrated Report 2015

INDEPENDENT AUDITOR’S REPORT TO THE


SHAREHOLDERS OF HYPROP INVESTMENTS LIMITED
for the year ended 30 June 2015

FINANCIAL STATEMENTS

We have audited the consolidated and separate financial statements Opinion


of Hyprop Investments Limited set out on pages 82 to 151, which In our opinion, the consolidated and separate financial statements
comprise the statements of financial position as at 30 June 2015, and present fairly, in all material respects, the consolidated and separate
the statements of comprehensive income, statements of changes in financial position of Hyprop Investments Limited as at 30 June 2015, and
equity and statements of cash flows for the year then ended, and the its consolidated and separate financial performance and consolidated
notes, comprising a summary of significant accounting policies and other and separate cash flows for the year then ended in accordance with
explanatory information. International Financial Reporting Standards, and the requirements of the
Companies Act of South Africa.
Directors’ responsibility for the financial statements
The company's directors are responsible for the preparation and fair Other reports required by the Companies Act
presentation of these consolidated and separate financial statements As part of our audit of the consolidated and separate financial statements
in accordance with International Financial Reporting Standards and the for the year ended 30 June 2015, we have read the directors' report, audit
requirements of the Companies Act of South Africa and for such internal committee's report and company secretary's certificate for the purpose
control as the directors determine is necessary to enable the preparation of identifying whether there are material inconsistencies between these
of consolidated and separate financial statements that are free from reports and the audited consolidated and separate financial statements.
material misstatements, whether due to fraud or error. These reports are the responsibility of the respective preparers. Based
on reading these reports we have not identified material inconsistencies
Auditor’s responsibility between these reports and the audited consolidated and separate
Our responsibility is to express an opinion on these consolidated and financial statements. However, we have not audited these reports and
separate financial statements based on our audit. We conducted our accordingly do not express an opinion on these reports.
audit in accordance with International Standards on Auditing. Those
standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether
the consolidated and separate financial statements are free from material
misstatement. Grant Thornton
Chartered Accountants (SA)
An audit involves performing procedures to obtain audit evidence about Registered Auditors
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor’s judgement, including the assessment of VR de Villiers
the risks of material misstatement of the financial statements, whether due Partner
to fraud or error. In making those risk assessments, the auditor considers Chartered Accountant (SA)
internal control relevant to the entity’s preparation and fair presentation Registered Auditor
of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing 31 August 2015
an opinion on the effectiveness of the entity’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used @GrantThornton
and the reasonableness of accounting estimates made by management, Wanderers Office Park
as well as evaluating the overall presentation of the financial statements. 52 Corlett Drive
Illovo
We believe that the audit evidence we have obtained is sufficient and 2196
appropriate to provide a basis for our audit opinion.
Hyprop Investments Limited
Integrated Report 2015 79

REPORT OF THE AUDIT COMMITTEE


for the year ended 30 June 2015

FINANCIAL STATEMENTS

The audit committee has pleasure in submitting its report, as required by The audit committee is satisfied:
section 94(7)(f) of the Companies Act, for the period under review. Q With the independence of the external auditor, Grant Thornton, after
considering the report to the audit committee motivating its
The committee is governed by a formal charter that codifies its role and independence and has recommended its reappointment at the
responsibilities, including the responsibility for reviewing accounting, forthcoming annual general meeting
auditing and financial reporting matters. The committee reviews Q With the terms, nature, scope and proposed fee of the external
adherence to Hyprop’s systems of internal controls and, where necessary, auditor for the year ended 30 June 2015
monitors improvements. Q With the financial statements and accounting practices used in their
preparation and will recommend the integrated report, including the
Members financial statements, to the board for approval
All members of the audit committee are independent non-executive Q With the company’s continuing viability as a going concern, which it
directors, in compliance with the South African Companies Act and as has reported on to the board for the board’s deliberation
recommended by King III. The external and internal auditors and executive Q That the company’s financial director, Laurence Cohen, had the
management are invited to attend every meeting. necessary expertise and experience to carry out his duties, as required
by paragraph 3.84(h) of the JSE Listings Requirements
Functions
During the period, the audit committee: All concerns and complaints received from within or outside the group
Q Considered any proposed changes to accounting policies relating to accounting practices and internal financial controls, and
Q Advised the board on any accounting implications of major the content or auditing of the company’s financial statements, were
transactions considered by the audit committee and dealt with as appropriate.
Q Reviewed the scope of work and reports of the internal audit
function
Q Recommended the appointment of external auditors for approval by
shareholders
Q Established guidelines for recommending the use of external auditors Lindie Engelbrecht
for non-audit services, to maintain independence Audit committee chairman
Q Monitored compliance with REIT requirements, in accordance with
the JSE Listings Requirements and confirmed that the risk management 31 August 2015
policy has been complied with in all material respects.
Hyprop Investments Limited
80 Integrated Report 2015

DIRECTORS’ REPORT
for the year ended 30 June 2015

FINANCIAL STATEMENTS

The directors have pleasure in submitting their report, which forms part Disposals
of the financial statements for the year ended 30 June 2015. As previously announced, CapeGate Lifestyle, CapeGate Value Centre
and Stoneridge were sold for a total amount of R833 million.
Introduction
Hyprop, Africa’s leading specialist shopping centre Real Estate Investment Efforts to sell Willowbridge Centre, Somerset Value Mart and the
Trust (REIT), operates an internally managed portfolio of shopping centres standalone office portfolio are continuing.
in major metropolitan areas across South Africa. Hyprop also has a
growing presence in sub-Saharan Africa (excluding SA), through a joint Capital structure
venture with Attacq Limited (Attacq) and the Atterbury Group. Hyprop became a REIT on 1 July 2013. As part of the REIT conversion
process, Hyprop’s combined unit structure was converted to an all-share
The core portfolio consists of premier shopping centres in South Africa, structure. The necessary resolutions were passed by shareholders and the
including super regional Canal Walk, large regional centres, Clearwater new all-share structure became effective on 18 August 2014, from which
Mall, The Glen Shopping Centre, Woodlands Boulevard, CapeGate date all future distributions were classified as dividends.
Shopping Centre, Somerset Mall and Rosebank Mall, and regional centre,
Hyde Park Corner. All rental income earned by the group, less property expenses and interest
on debt, is distributed to shareholders semi-annually.
The portfolio also includes interests in Accra Mall and West Hills Mall
(both in Accra, Ghana), and Manda Hill Centre in Lusaka, Zambia. Review of activities
The results of the group and the company are commented on in the
Strategy chairman, chief executive officer and financial director’s reports on pages
Hyprop’s focus remains to invest in high-quality shopping centres. Due 6 to 15 and are set out in the financial statements on pages 82 to 151.
to limited acquisition opportunities in South Africa, consideration will be
given to investments in other emerging markets, where existing assets
can be acquired at attractive yields or where development opportunities
exist.

Directors’ interests
The interests of directors in the shares of the company at 30 June 2015 were:

30 June 2015 30 June 2015 30 June 2014 30 June 2014


beneficial non-beneficial beneficial non-beneficial
Direct Indirect Indirect Direct Indirect Indirect
Non-executive
Gavin Tipper 4 000 4 000
Louis Norval 3 789 869 3 981 768
Stewart Shaw-Taylor 21 500 21 500
Kevin Ellerine 42 666
Executive
Pieter Prinsloo 305 049 305 049
Laurence Cohen 160 154 160 154
25 500 507 869 3 789 869 25 500 465 203 3 981 768
There were no changes to the interests of the directors between year-end and the date of approval of the financial statements.
Hyprop Investments Limited
Integrated Report 2015 81

Directorate Going concern


Directors resigning by rotation at the upcoming annual general meeting The directors consider that the group and company have adequate
are Louis van der Watt, Louis Norval and Thabo Mokgatlha, and being resources to continue operating for the foreseeable future and that it is
eligible, they offer themselves for re-election. appropriate to adopt the going-concern basis in preparing the group and
company financial statements.
An abridged curriculum vitae for each director is set out on pages
22 and 23. The directors have satisfied themselves that the group and company
are in a sound financial position and that they have access to sufficient
Beneficial shareholders holding 5% or more borrowing facilities to meet their foreseeable cash requirements.

30 June 2015 % Johannesburg


31 August 2015
Company
Government Employees Pension Fund 33 808 325 13,9
Stanlib 13 005 869 5,4

Subsidiaries, joint arrangements and associates


Disclosure of the company’s investments in subsidiaries, joint arrangements
and associate is included in notes 4 to 7 in the financial statements.

Administration and management


Property management and asset management in Hyprop’s South African
operations are fully internalised. No property management or asset
management fees were paid during the year.

Audit committee report


The audit committee fulfilled its responsibilities during the year (refer to
its report on page 79 for details). The committee has further satisfied
itself as to the independence of the external auditors and their suitability
for reappointment for the ensuing year.

Auditors
Grant Thornton will continue in office in accordance with part C of
section 90 of the Companies Act of South Africa.

Directors’ interest in contracts


No material contracts in which the directors have an interest were
entered into during the year, other than the transactions detailed in note
35 to the financial statements.
Hyprop Investments Limited
82 Integrated Report 2015

STATEMENTS OF FINANCIAL POSITION


at 30 June 2015

FINANCIAL STATEMENTS

GROUP GROUP COMPANY COMPANY


June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
ASSETS
Non-current assets 27 395 984 24 931 191 25 825 108 22 484 674
Investment property 2 24 511 778 21 795 442 24 511 778 20 176 936
Development property 2 1 849 000 1 849 000
Straight-line rental income accrual 2 413 826 353 740 413 826 353 740
Building appurtenances and tenant installations 3 77 300 82 692 77 040 56 672
Investments in subsidiaries 4 769 332 15 348
Investments in sub-Saharan Africa (excluding SA) 2 339 121 812 459
Shareholder loans 10 2 258 125 812 459
Investment in joint ventures 6.2 80 996
Investment in associate 7 827 600
Other investment 8 ^ ^
Goodwill 9 4 280
Derivative instruments 19 53 132 32 978 53 132 32 978
Current assets 224 750 228 525 208 731 211 560
Loans receivable 10 53 757 47 486 67 450 47 674
Trade and other receivables 11 87 152 103 686 78 311 102 629
Cash and cash equivalents 12 83 841 77 353 62 970 61 257
Non-current assets classified as held for sale 1 235 062 1 758 991 1 235 062 2 517 255
Investment property 13 1 235 062 1 758 991 1 235 062 1 758 991
Investment in subsidiary 13 758 264
Total assets 28 855 796 26 918 707 27 268 901 25 213 489
EQUITY AND LIABILITIES
Equity and reserves 21 658 721 12 905 543 21 550 419 12 616 474
Stated capital 14 6 976 928 1 661 6 987 996 1 661
Retained income/(accumulated loss) 680 365 (7 619) 673 930 (7 035)
Non-distributable reserves 15 13 988 025 12 770 190 13 888 493 12 621 848
Foreign currency translation reserve 16 13 403 8 074
Equity and reserves attributable to Hyprop shareholders 21 658 721 12 772 306 21 550 419 12 616 474
(2014: unitholders)
Non-controlling interest (African Land) 133 237
Non-current liabilities 6 012 830 10 992 517 3 801 327 9 608 726
Debentures and debenture premium 17 5 719 119 5 730 187
Borrowings 18 5 919 909 5 185 822 3 726 838 3 792 566
Derivative instruments 19 40 123 41 829 21 691 39 811
Deferred taxation 20 52 798 45 747 52 798 46 162
Current liabilities 1 162 678 2 966 892 1 895 588 2 934 534
Trade and other payables 21 377 917 367 686 359 831 335 626
Borrowings 18 772 000 2 013 031 1 533 128 2 013 031
Taxation 10 132 298
Derivative instruments 19 2 629 2 629
Combined unitholders for distribution 585 877 585 877
Liabilities directly associated with non-current assets
held for sale 13 21 567 53 755 21 567 53 755
Total liabilities 7 197 075 14 013 164 5 718 482 12 597 015
Total equity and liabilities 28 855 796 26 918 707 27 268 901 25 213 489
Net asset value per share (2014: combined unit) (R) 89,04 76,02 88,59 75,42
Net tangible asset value per share (2014: combined unit) (R) 89,04 76,00 88,59 75,42
^ Amount less than R1 000
Hyprop Investments Limited
Integrated Report 2015 83

STATEMENTS OF COMPREHENSIVE INCOME


for the year ended 30 June 2015

GROUP GROUP COMPANY COMPANY


June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
Revenue 2 703 034 2 514 779 2 677 227 2 421 819
Investment property income 2 642 949 2 432 459 2 617 142 2 339 499
Straight-line rental income accrual 60 085 45 055 60 085 45 055
Listed property securities income 37 265 37 265
Property expenses (887 918) (837 822) (864 955) (809 799)
Net property income 1 815 116 1 676 957 1 812 272 1 612 020
Other operating expenses (64 611) (82 480) (59 880) (56 404)
Operating income 1 750 505 1 594 477 1 752 392 1 555 616
Net interest (351 647) (394 721) (417 178) (401 484)
Received 22 157 344 65 645 10 328 19 678
Paid 23 (508 991) (460 366) (427 506) (421 162)
Net operating income 24 1 398 858 1 199 756 1 335 214 1 154 132
Change in fair value 2 426 584 1 532 852 2 442 673 1 492 693
Investment property 2 2 467 113 1 655 897 2 467 113 1 613 720
Straight-line rental income accrual 2 (60 085) (45 055) (60 085) (45 055)
Listed property securities (on disposal) (82 266) (82 266)
Derivative instruments 19 19 556 4 276 35 645 6 294
(Loss)/profit on disposal (5 768) 190 760 24 243 194 729
Investment property 24 243 4 460 24 243 4 460
Listed property securities 13 168 869 168 869
Associate 13 17 431 21 400
Subsidiary 4.3 (30 011)
Amortisation of debenture premium 17 102 806 102 806
Impairment of investment in subsidiary (4 280) (7 779)
Impairment of goodwill 9 (4 280) (7 779)
Impairment of intercompany loan (5 682)
Gain on bargain purchase (African Land) 34 102 895
Income before debenture interest and taxation 3 815 394 3 121 290 3 797 850 2 930 899
Debenture interest (1 147 443) (1 147 798)
Net income before equity-accounted investments 3 815 394 1 973 847 3 797 850 1 783 101
Share of loss from joint ventures 6 (17 447)
Share of income from associate 7 652 462
Dividends received 4.2 44 872 36 943
Profit before taxation 3 798 599 1 974 309 3 842 722 1 820 044
Taxation 27 (19 023) (17 719) (6 637) (15 959)
Current taxation (12 386) (1 982) (62)
Deferred taxation (6 637) (15 737) (6 637) (15 897)
Profit for the year 3 779 576 1 956 590 3 836 085 1 804 085
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations 16 5 329 8 894
Total comprehensive income for the year 3 784 905 1 965 484 3 836 085 1 804 085
Total profit for the year attributable to:
Shareholders (2014: unitholders) of the company 3 779 576 1 948 487 3 836 085 1 804 085
Non-controlling interest 8 103
Profit for the year 3 779 576 1 956 590 3 836 085 1 804 085
Total comprehensive income for the year attributable to:
Shareholders (2014: unitholders) of the company 3 784 905 1 956 248 3 836 085 1 804 085
Non-controlling interest 9 236
Total comprehensive income for the year 3 784 905 1 965 484 3 836 085 1 804 085
Basic and diluted earnings per share (2014: combined unit) (cents) 29 1 553,7 1 273,0
Hyprop Investments Limited
84 Integrated Report 2015

STATEMENTS OF CHANGES IN EQUITY


for the year ended 30 June 2015

FINANCIAL STATEMENTS

Group
Share- Foreign
Non- based currency Retained
distributable payment translation income/ Non-
Stated reserve reserve reserve (accumulated controlling
capital (NDR) (SBPR) (FCTR) loss) interest Total
R000 R000 R000 R000 R000 R000 R000
Balance at 30 June 2013 1 661 10 817 808 313 (5 373) 10 814 409
Profit for the year 1 948 487 8 103 1 956 590
Non-controlling interest arising
on business combination 128 540 128 540
Other comprehensive income
for the year, net of taxation 8 894 8 894
Share-based payment 1 649 1 649
Dividends declared (4 539) (4 539)
Net transfer to non-distributable
reserve 1 950 733 (1 133) (1 950 733) 1 133
Balance at 30 June 2014 1 661 12 768 541 1 649 8 074 (7 619) 133 237 12 905 543
Profit for the year 3 779 576 3 779 576
Capital restructure 6 986 335 (1 256 148) 5 730 187
Treasury shares (11 068) (11 068)
Buy-back of African Land shares
from non-controlling interest (2 709) 17 427 (132 742) (118 024)
Other comprehensive income
for the year, net of taxation 5 329 5 329
Share-based payment 6 707 6 707
Dividends declared (639 034) (495) (639 529)
Net transfer to non-distributable
reserve 2 469 985 (2 469 985)
Balance at 30 June 2015 6 976 928 13 979 669 8 356 13 403 680 365 21 658 721
Note 14 15 15 16 4

Company
Share- Foreign
Non- based currency Retained
distributable payment translation income/ Non-
Stated reserve reserve reserve (accumulated controlling
capital (NDR) (SBPR) (FCTR) loss) interest Total
R000 R000 R000 R000 R000 R000 R000
Balance at 30 June 2013 1 661 10 814 274 (5 195) 10 810 740
Profit for the year 1 804 085 1 804 085
Share-based payment 1 649 1 649
Net transfer to non-distributable
reserve 1 805 925 (1 805 925)
Balance at 30 June 2014 1 661 12 620 199 1 649 (7 035) 12 616 474
Profit for the year 3 836 085 3 836 085
Capital restructure 6 986 335 (1 256 148) 5 730 187
Share-based payment 6 707 6 707
Dividends declared (639 034) (639 034)
Net transfer to non-distributable
reserve 2 516 086 (2 516 086)
Balance at 30 June 2015 6 987 996 13 880 137 8 356 673 930 21 550 419
Note 14 15 15
Hyprop Investments Limited
Integrated Report 2015 85

STATEMENTS OF CASH FLOWS


for the year ended 30 June 2015

GROUP GROUP COMPANY COMPANY


Year to Year to Year to Year to
June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
Cash flows from operating activities 97 774 218 169 85 847 180 848
Cash generated from operations 30.2 1 738 764 1 725 345 1 736 559 1 684 275
Interest received 105 084 65 645 10 328 19 678
Interest paid (518 611) (482 496) (436 129) (443 291)
Dividends paid (639 034) (3 321) (639 034)
Distribution to Hyprop shareholders (2014: combined
unitholders) 30.3 (585 877) (1 079 397) (585 877) (1 079 752)
Taxation paid 30.4 (2 552) (7 607) (62)
Cash applied to investing activities 667 056 (1 392 333) 447 193 (925 409)
Acquisition of and additions to investment property 2.2 (333 659) (381 042) (333 659) (380 894)
Proceeds on disposal of investment property 2.2 3 783 8 789 3 783 8 789
Additions to building appurtenances and tenant installations 3 (42 718) (13 541) (42 505) (20 051)
Proceeds on disposal of building appurtenances and tenant
installations 883 621
Proceeds on disposal of assets classified as held for sale 30.6 746 525 139 000 746 525 139 000
Proceeds on disposal of listed property securities 65 856 65 856
Acquisition of subsidiary 34.6 (735 757) (747 769)
Proceeds on disposal of subsidiary 4.3 1 511 904
Equity loan advanced to subsidiary (11 068)
Increase in investment in sub-Saharan Africa (excluding SA) ( 1 264 048) (475 550)
Dividends received 30.5 19 153 26 498
Increase/(decrease) in loans receivable 44 386 (88) 53 275 (5 770)
Cash flows (applied to)/from financing activities (752 410) 1 179 506 (530 691) 738 148
(Decrease)/increase in long-term and short-term loans (634 386) 1 190 574 (530 691) 738 148
African Land share buy-back (118 024)
Purchase of Hyprop shares (long-term staff incentive
scheme (CUP)) 17 (11 068)
Net increase/(decrease) in cash and cash equivalents 12 420 5 342 2 349 (6 413)
Cash and cash equivalents at beginning of year 77 353 74 821 61 257 70 625
Translation effects on cash and cash equivalents of foreign
entities (5 296) 145
Cash and cash equivalents transferred to non-current assets
held for sale (636) (2 955) (636) (2 955)
Cash and cash equivalents at end of year 12 83 841 77 353 62 970 61 257
Hyprop Investments Limited
86 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS


for the year ended 30 June 2015

FINANCIAL STATEMENTS

1. Accounting policies and presentation of annual financial statements


1.1 Statement of compliance
The annual financial statements have been prepared in accordance with International Financial Reporting Standards, the SAICA
Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Reporting Pronouncements as issued by
the Financial Reporting Standards Council, the JSE Limited Listings Requirements and the requirements of the Companies Act of
South Africa, 2008.

1.2 Basis of preparation


The annual financial statements have been prepared on the historical cost basis, except for the measurement of investment
properties, investment property classified as held for sale and certain financial instruments at fair value, and incorporate the
principal accounting policies set out below.

Fair value adjustments do not affect the determination of distributable earnings, but have an effect on net asset value per share
to the extent that such adjustments are made to the carrying values of assets and liabilities.

All amendments to standards applicable to Hyprop’s financial year beginning on 1 July 2014 have been considered. Based on
management’s assessment, the following new amendments do not have a material impact on the group’s financial statements:
IFRS 2 Share-Based Payments IAS 19 Employee Benefits
IFRS 3 Business Combinations IAS 24 Related-Party Disclosure
IFRS 8 Operating Segments IAS 27 Consolidated and Separate Financial Statements
IFRS 10 Consolidated Financial Statements IAS 36 Impairment of Assets
IFRS 12 Disclosure of Interest in Other Entities IAS 40 Investment Property
IFRS 13 Fair Value Measurement

Other than the amendments, all accounting policies applied in the preparation of these financial statements are consistent with
those applied in the consolidated financial statements for the year ended 30 June 2014.

Various new accounting standards, or revisions to current accounting standards, have been issued with effective dates applicable
to future annual financial statements. Refer to note 1. 25 for further information.

1.3 Basis of consolidation


The group annual financial statements comprise the consolidated annual financial statements which incorporate the annual
financial statements of the company and entities controlled by the company.

Control is achieved when the company:


Q Has power over the investee
Q Is exposed, or has rights, to variable returns from its involvement with the investee
Q Has the ability to use its power to affect its returns

The company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control listed above.

The consolidated annual financial statements incorporate the assets, liabilities, income, expenses and cash flows of the group
and all entities controlled by the group. The results of subsidiaries acquired or disposed of during the year are included in the
consolidated financial statements from the date of acquisition or up to the date of disposal, as applicable.

All intra-group transactions, unrealised profits and balances between group entities are eliminated on consolidation.

1.4 Business combinations


The group applies the acquisition method in accounting for business combinations. The consideration transferred by the group
to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of assets transferred, liabilities
incurred and the equity interests issued by the group, which includes the fair value of any asset or liability arising from a
contingent consideration arrangement. Acquisition costs are expensed as incurred.
Hyprop Investments Limited
Integrated Report 2015 87

1. Accounting policies and presentation of annual financial statements continued


1.4 Business combinations continued
The group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they
have been recognised in the acquiree’s annual financial statements prior to the acquisition. Assets acquired and liabilities
assumed are measured at their acquisition date fair values.

Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of (a) fair
value of consideration transferred, (b) the recognised amount of any non-controlling interest in the acquiree and (c) acquisition
date fair value of any existing equity interest in the acquiree, over the acquisition date fair values of identifiable net assets. If
the fair values of identifiable net assets exceed the sum calculated above, the excess amount (ie gain on a bargain purchase) is
recognised in profit or loss immediately.

1.5 Goodwill
Goodwill is carried at cost as established at the date of acquisition less accumulated impairment losses. An impairment loss
recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.

For the purposes of impairment testing, goodwill is allocated to each of the group’s cash-generating units that is expected to
benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there
is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying
amount, the impairment loss is allocated first to the carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit pro rata based on the carrying amount of each asset in the unit.

1.6 Investments in subsidiaries


Subsidiaries are entities over which the group has control.

When the company has less than a majority of the voting rights of an investee, it has power over the investee when the voting
rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally.

The company considers all relevant facts and circumstances in assessing whether or not the company’s voting rights in an
investee are sufficient to give it power, including:
Q The size of the company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders
Q Potential voting rights held by the company, other vote holders or other parties
Q Rights arising from other contractual arrangements
Q Any additional facts and circumstances that indicate that the company has, or does not have, the current ability to direct
the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’
meetings

In the separate annual financial statements of the company, investments in subsidiaries are accounted for at cost and adjusted
for impairment if applicable.

1.7 Interests in joint operations


A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets,
and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an
arrangement which exists when decisions about the relevant activities require unanimous consent of the parties sharing control.

When a group entity transacts with its joint operation, profits and losses resulting from the transactions with the joint operation
are recognised in the group’s consolidated annual financial statements only to the extent of interests in the joint operation
entity that are not related to the group.
Hyprop Investments Limited
88 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

1. Accounting policies and presentation of annual financial statements continued


1.7 Interests in joint operations continued
When a group entity undertakes its activities under joint operations, the group as a joint operator recognises in relation to its
interest in a joint operation:
Q Its assets, including its share of any assets held jointly
Q Its liabilities, including its share of any liabilities incurred jointly
Q Its revenue from the sale of its share of the output arising from the joint operation
Q Its share of the revenue from the sale of the output by the joint operation
Q Its expenses, including its share of any expenses incurred jointly

The group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance
with the IFRS applicable to the particular assets, liabilities, revenues and expenses.

In the separate annual financial statements of the company, interests in joint operations are accounted for in the same manner.

1.8 Investments in associates and joint ventures


An associate is an entity over which the company can exercise significant influence, through participation in the financial and
operating policy decisions of the investee, but where it does not have control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the joint arrangement.

The results, assets and liabilities of associates and joint ventures are incorporated in the annual financial statements using the
equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in
accordance with IFRS 5.

Under the equity method, the investment is initially recorded at cost and thereafter the carrying value is adjusted to recognise
the investor’s share of the post-acquisition profits or losses of the investee after the date of acquisition, distributions received
and any adjustments that are required. The profits or losses are recognised in the statements of comprehensive income. The
cumulative post-acquisition movements are adjusted against the carrying amount of the investment.

An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee
becomes an associate or a joint venture.

When the reporting period of the investor is different to that of the associate or joint venture, the associate or joint venture
prepares for the use of the investor, annual financial statements as at the same date as the financial statements of the investor.

Where a group entity transacts with an associate or joint venture of the group, profits and losses are eliminated to the extent
of the group’s interest in the relevant associate or joint venture.

In the separate annual financial statements of the company, investments in associates or joint ventures are accounted for at
cost and adjusted for impairments, if applicable.

1.9 Building appurtenances and tenant installations


Building appurtenances and tenant installations are carried at cost less accumulated depreciation and any accumulated
impairment losses.

Depreciation is provided on all building appurtenances and tenant installations to write down the cost, less residual value, by
equal instalments over their useful lives as follows:
Q Tenant installations – period of lease
Q Building appurtenances – three to seven years

Subsequent expenditure is capitalised when it is probable that future economic benefits will flow to the group and its cost can
be reliably measured. All other expenditure is recognised as an expense in the period in which it is incurred. Gains and losses on
the disposal of building appurtenances and tenant installations are recognised in profit or loss and are calculated as the difference
between the sale price and the carrying value of the item sold.
Hyprop Investments Limited
Integrated Report 2015 89

1. Accounting policies and presentation of annual financial statements continued


1.10 Investment property and development property
Investment properties are properties held to earn rentals and/or for capital appreciation (including property under development
for such purposes).

Investment property is initially recognised at cost including transaction costs. Cost includes initial costs as well as costs incurred
subsequently to extend or refurbish investment property.

Investment property is subsequently measured at fair value as determined on a semi-annual basis by an independent registered
valuer. The valuations are done on an open-market basis and valuers use the discounted cash flow method. Gains or losses
arising from changes in fair value, after deducting the straight-line lease income adjustment, are included in net profit or loss for
the period in which they arise. These gains or losses are transferred to non-distributable reserves in the statement of changes
in equity.

Realised gains or losses arising on the disposal of investment properties are recognised in net profit or loss for the year and
transferred to non-distributable reserves in the statement of changes in equity.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use
and no future economic benefits are expected from the property. Any gain or loss arising on derecognition of the property is
included in profit or loss in the period in which the property is derecognised. The gain or loss is calculated as the difference
between the net disposal proceeds and the carrying amount of the asset.

Investment property under development is recorded at fair value. If the fair value cannot be reasonably determined it is stated
at cost.

Investment property under development is categorised as being under development until development work ceases and the
property becomes income producing, at which time the categorisation “under development” will cease and the property will
be included with other investment property.

1.11 Non-current assets held for sale


Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale
rather than through continuing use, are classified as held for sale. This condition is regarded as met only when the sale is highly
probable and the non-current asset or disposal group is available for sale in its present condition subject only to terms that are
usual and customary for sales of such assets. For the sale to be highly probable, the appropriate level of management must be
committed to a plan to sell the asset or disposal group.

Investment property classified as held for sale is measured in accordance with IAS 40 Investment Property at fair value with gains
and losses on subsequent measurement being recognised in profit or loss.

Disposal groups and non-current assets held for sale are presented separately from other assets and liabilities on the statement
of financial position. Prior periods are not reclassified.

1.12 Financial instruments


Financial instruments are contracts that give rise to a financial asset of one entity and a financial liability or equity instrument of
another entity.

Financial assets and financial liabilities are recognised on the statement of financial position when the group becomes party to
the contractual provisions of the instrument. The group classifies financial instruments, or their component parts, on initial
recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual
arrangement. Financial assets and financial liabilities are initially measured at fair value. All transaction costs relating to financial
instruments measured at fair value through profit or loss are immediately expensed.
Hyprop Investments Limited
90 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

1. Accounting policies and presentation of annual financial statements continued


1.12 Financial instruments continued
Derecognition of financial instruments
The group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the
rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards
of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the
entity is recognised as a separate asset or liability.

The group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

Offset
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position, when the
group has an enforceable right to set off the recognised amounts, and intends to settle on a net basis or to realise the asset and
settle the liability simultaneously.

Subsequent measurement
Subsequent to initial recognition, these instruments are measured as follows:

Financial assets
1.12.1 Cash and cash equivalents
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and
are subject to an insignificant risk of changes in value. Cash and cash equivalents are measured at amortised cost. Interest
earned on cash invested with financial institutions is recognised on an accrual basis using the effective interest method.

1.12.2 Trade and other receivables


Trade and other receivables are carried at amortised cost less any accumulated impairments. An estimate is made of
credit losses based on a review of all outstanding amounts at year-end. Doubtful debts are provided for in the year in
which they are identified, with such movement taken to profit or loss for the period. Short-term receivables are
measured at original invoice amount when the effect of discounting is immaterial.

1.12.3 Loans receivable


Loans receivable are carried at amortised cost using the effective interest method, less any impairment. Interest earned
is recognised on an accrual basis using the effective interest method.

1.12.4 Other investments


An investment is an entity over which the company has no significant influence, through participation in the financial
and operating policy decisions of the investee.

Investments are measured at cost less any impairment where the fair value cannot be measured reliably. Impairment
charges are recognised in profit or loss. Any impairment losses are transferred to the non-distributable reserves in the
statement of changes in equity.

Financial liabilities
1.12.5 Trade payables
Trade and other payables are measured at amortised cost. Short-term payables are measured at the original invoice
amount when the effect of discounting is immaterial.

1.12.6 Other financial liabilities


Non-derivative financial liabilities, comprising long-term interest-bearing loans, are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost using the effective interest method. Any difference
between the proceeds (net of transaction costs) and the settlement or redemption of borrowings, is recognised over
the term of the borrowings in accordance with the group’s accounting policy for borrowing costs.
Hyprop Investments Limited
Integrated Report 2015 91

1. Accounting policies and presentation of annual financial statements continued


1.12 Financial instruments continued
1.12.6 Other financial liabilities continued
Derivative instruments
The entity uses derivative financial instruments to hedge its exposure to interest rate risk arising from its financing
activities. Derivative instruments have been designated by the group as instruments held for trading and are accounted
for at fair value through profit and loss. Gains or losses are transferred to non-distributable reserves in the statement of
changes in equity.

The group holds interest rate swap instruments. The fair value of interest rate swaps is the estimated amount that the
entity would receive or pay to terminate the swap at the reporting date, taking into account current interest rates and
the current creditworthiness of the swap counterparties.

1.13 Impairment
Financial assets
Financial assets other than those at fair value through profit or loss are assessed at each reporting date to determine whether
there is any evidence of impairment. A financial asset is considered to be impaired if objective evidence indicates that one or
more events have had a negative effect on the estimated future cash flow of that asset. An impairment loss is recognised
immediately in profit or loss.

Non-financial assets
The carrying amounts of the group’s non-financial assets, are reviewed at each reporting date to determine whether there is
any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment
loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount, and
is recognised in profit or loss.

Goodwill is tested for impairment annually.

An impairment loss is reversed, with the exception of goodwill, if there has been a change in the estimates used to determine
the recoverable amount and there is an indication that the impairment loss no longer exists.

An impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount
that would have been determined, net of depreciation, if no impairment loss had been recognised.

1.14 Stated capital


Ordinary shares are classified as equity.

External costs directly attributable to the issue of new shares are shown as a deduction from equity.

1.15 Treasury shares


Company shares held by Hyprop Investments Employee Incentive Scheme Proprietary Limited (incorporated for the benefit of
employees) that have not yet vested are classified as treasury shares on consolidation and presented as a deduction from
equity. These shares are held at cost.

Statement of financial position presentation


On purchase, the cost of the shares acquired is deducted from equity. Subsequently, any gain or loss on the sale or cancellation
of the company’s own equity instruments is recognised directly in equity.

Statement of comprehensive income presentation


Both distributions and unrealised losses on own shares are eliminated from group profit for the year.
Hyprop Investments Limited
92 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

1. Accounting policies and presentation of annual financial statements continued


1.16 Dividends
Dividends to shareholders are recognised directly in equity on the date of declaration.

1.17 Foreign currency


Foreign currency transactions are translated to the respective functional currency of the group at the exchange rates at the
dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency
at the exchange rate at that date.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the
functional currency at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on translation are recognised in profit or loss.

Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated
to the group’s presentation currency (Rand) at the exchange rates at the reporting date. The income and expenses of foreign
operations are translated to Rand at the dates of the transactions (an average rate is used).

Foreign currency translation reserve


Foreign currency differences on translation of the financial position and results of a foreign operation into the group’s
presentation currency are recognised in the foreign currency translation reserve (FCTR). When a foreign operation is disposed
of, in part or in full, the relevant amount in the FCTR is transferred to profit and loss as part of the profit or loss on disposal.

1.18 Employee benefits


Short-term benefits
The cost of short-term employee benefits is recognised during the period in which the employees render the related service.
Short-term employee benefits are measured on an undiscounted basis. The accrual for employee entitlements to salaries,
bonuses and annual leave represents the amount which the group has a present legal or constructive obligation to pay as a
result of the employees’ services provided up to the reporting date.

Defined contribution plan


A defined contribution plan is a post-employment benefit plan under which the group pays contributions to a separate entity
and has no legal or constructive obligation to pay further amounts if the fund does not hold sufficient assets to pay all
employees the benefits relating to employee service in the current and prior periods.

The contributions are recognised as an employee benefit expense when they are due.

Long-term benefits
Incentive share scheme
The group operates a scheme that was formulated to reward employees who make a meaningful and sustainable contribution
to the financial performance of Hyprop.

A liability is recognised in the statement of financial position. The liability is remeasured at each reporting period to reflect the
revised fair value, adjusted for changes in assumptions, refer to note 26.

Changes in the fair value of the liability are recognised in profit or loss.

Share-based employee remuneration


The group operates equity-settled share-based conditional unit plans for its employees.

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where
employees are rewarded using share-based payments, the fair value of employees’ services is determined indirectly by reference
to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of
non-market vesting conditions.
Hyprop Investments Limited
Integrated Report 2015 93

1. Accounting policies and presentation of annual financial statements continued


1.18 Employee benefits continued
All share-based remuneration is ultimately recognised as an expense in profit or loss, with a corresponding increase in equity. If
vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available
estimate of the number of shares expected to vest.

1.19 Revenue
Property portfolio revenue
Property portfolio revenue comprises operating lease income and operating cost recoveries from the letting of investment
properties. Operating lease income is recognised on a straight-line basis over the term of the lease.

Turnover rentals are included in revenue when the amounts can be reliably measured.

Interest received
Interest earned on cash invested with financial institutions is recognised on an accrual basis using the effective interest method.

1.20 Borrowing costs


Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalised as part of
the cost of that asset until such time as the asset is substantially ready for its intended use.

Qualifying assets are those that necessarily take a substantial period of time to prepare for their intended use.

The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on funds specifically borrowed
in respect of the qualifying asset. Investment income earned on the temporary investment of borrowings pending their
expenditure on qualifying assets is deducted from the borrowing cost capitalised. Capitalisation ceases when substantially all
the activities necessary to prepare the qualifying asset for its intended use are complete.

All other borrowing costs are recognised as an expense in the period in which they are incurred.

1.21 Taxation
1.21.1 Current taxation
The charge for current taxation is based on the results for the year as adjusted for items which are non-taxable or
disallowable and any adjustment for taxation payable or receivable for previous years.

Current taxation liabilities/(assets) for the current and prior periods are measured at the amount expected to be paid
to/(recovered from) the taxation authorities, using the taxation rates and taxation laws that have been enacted or
substantively enacted by the reporting date.

1.21.2 Deferred taxation


Deferred taxation is recognised for temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred taxation is not recognised for the
following temporary differences:
Q The initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit
Q Goodwill that arises on initial recognition in a business combination
Q Differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that
they will not reverse in the foreseeable future

A deferred taxation asset is recognised for all deductible temporary differences to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences can be utilised. Deferred taxation
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
taxation benefit will be realised.

Deferred taxation assets and liabilities are measured at the taxation rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on taxation rates and taxation laws that have been enacted or
substantively enacted by the reporting date.
Hyprop Investments Limited
94 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

1. Accounting policies and presentation of annual financial statements continued


1.21 Taxation continued
1.21.1 Current taxation continued
The effect on deferred taxation of any changes in taxation rates is recognised in profit or loss for the period, except to
the extent that it relates to items previously charged or credited directly to other comprehensive income or equity.

Deferred taxation assets and liabilities are offset if there is a legally enforceable right to offset current taxation liabilities
and assets, and they relate to income taxes levied by the same taxation authority on the same taxable entity.

1.21.3 Taxation expenses


Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period.

Income taxation is recognised in profit or loss except to the extent that it relates to items recognised directly in equity
or other comprehensive income, in which case it is recognised in equity or other comprehensive income respectively.
The charge for current taxation is based on the results for the period as adjusted for items which are disallowed and any
taxation payable in respect of previous years. Current taxation is the expected taxation payable on the taxable income
for the year, using taxation rates enacted or substantively enacted at the reporting date, and any adjustments to
taxation payable in respect of previous years.

1.22 Segment reporting


The group determines and presents operating segments based on information that is provided internally to the chief operating
decision maker (executive management committee (exco) and to the board of directors).

Segment results that are reported to exco include items directly attributable to a segment or a region, as well as those that can
be allocated on a reasonable basis.

On a primary basis the operations are organised into the following business segments: super regional malls, large regional malls,
value/lifestyle centres, offices and investments in sub-Saharan Africa (excluding South Africa).

1.23 Earnings and headline earnings per share


Earnings per share are calculated based on the weighted average number of shares in issue for the year and profit attributable
to shareholders. Headline earnings per share are calculated in terms of the requirements set out in Circular 2/2013 issued
by SAICA.

1.24 Key estimations and uncertainties


Estimates and assumptions are an integral part of financial reporting and as such have an impact on the amounts reported for
the group’s income, expenses, assets and liabilities. Judgement in these areas is based on historical experience and reasonable
expectations relating to future events.

Information on the key estimations and uncertainties that have the most significant effect on amounts recognised are set out
below:

Investment property
The valuation of investment properties requires judgement in the determination of future cash flows, appropriate discount
rates and capitalisation rates.

For more information, refer to note 2.

Building appurtenances
The determination of the useful life and residual values is subject to management estimates. Management reviews the
depreciation rates and residual values on an annual basis to take account of any changes in circumstances.

For more information, refer to note 3.

Fair value of financial instruments


The fair value of a financial instrument on initial recognition assumes that the asset or liability is exchanged in an orderly
transaction between market participants to purchase and sell the asset or transfer the liability at the measurement date under
current market conditions.
Hyprop Investments Limited
Integrated Report 2015 95

1. Accounting policies and presentation of annual financial statements continued


1.24 Key estimations and uncertainties continued
Fair value of financial instruments continued
Subsequent to initial recognition, the fair values of financial instruments measured at fair value that are quoted in active markets
are based on bid prices for assets. When quoted prices are not available, fair values are determined using valuation techniques
that refer as far as possible to observable market inputs, either directly or indirectly.

The impact of discounting is not material for short-term loans, trade debtors and creditors.

For more information, refer to notes 10, 11, 19 and 21.

Interests in co-ownerships
Judgement is required to identify the relevant activities of the co-ownerships. Interests in co-ownerships are seen as interests
in joint operations. There is a sharing of control of the co-ownership and decisions regarding major capital expenditure projects
require unanimous consent by the parties sharing control.

In terms of the co-ownership agreements for Canal Walk, The Glen and Stoneridge (prior to its disposal), material capital
expenditure requires mutual consent of the co-owners. In view of the significant increases in development costs, most capital
expenditure that is undertaken is material and accordingly these centres are not considered to be solely controlled by Hyprop.
The interests in these centres are therefore treated as joint operations.

Impairment of assets
The group tests whether assets have suffered any impairments in accordance with the impairment accounting policy.
Recoverable amounts of cash-generating units have been determined based on estimated future cash flows discounted to their
present values using the appropriate rates. Estimates are based on management forecasts.

Trade receivables
Management identifies impairments of trade receivables on an ongoing basis. Impairment adjustments are raised against trade
receivables when collectability is considered doubtful.

For more information, refer to note 11.

Deferred taxation
Deferred taxation assets are raised to the extent that it is probable that future taxable profit will be available against which the
unused taxation credits can be utilised. Assessment of future taxable income is performed in the form of estimated future cash
flows using a suitable growth rate.

For more information, refer to note 20.

Phantom scheme liability


The liability is calculated based on the year-end market value of the Hyprop share (2014: combined unit). The actual payment is
based on a 30-day volume weighted average price to 30 March.

Equity-settled share-based employee remuneration


Judgement is required in the determination of the fair value on grant date of equity-settled share-based employee remuneration.
Management utilises the Black Scholes model in determining the fair value at grant date.

Amortisation of debenture premium


The risk adjustment applied to the discount rate used in the amortisation of debenture premium requires a measure of
judgement.

Business combinations
Management uses valuation techniques in determining the fair values of the various elements of a business combination (see
note 1.4). Particularly, the fair value of contingent consideration is dependent on the outcome of many variables including the
acquiree’s future profitability, refer to note 34.
Hyprop Investments Limited
96 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

1. Accounting policies and presentation of annual financial statements continued


1.25 New standards and interpretations continued
At the date of approval of these annual financial statements, certain new accounting standards, amendments and interpretations
to existing standards have been published but are not yet effective, and have not been early adopted by the group.

Management anticipates that all of the pronouncements will be adopted in the group's accounting policies for the first period
beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that
are expected to be relevant to the group's annual financial statements or those for which the impact has not yet been assessed,
is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material
impact on the group's annual financial statements.

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations


The amendments to IFRS 5 provide guidance on the accounting treatment when an entity reclassifies an asset or disposal group
from being held for sale to being held for distribution and provides guidance on when to cease held-for-distribution accounting.

The effective date of the amendments is for years beginning on or after 1 July 2016.

The group expects to adopt the amendments for the first time in the 2017 annual financial statements and the amendments will
be applied retrospectively, subject to transitional provisions.

The impact of these amendments has not yet been estimated.

IFRS 7 Financial Instruments: Disclosures


The amendments to IFRS 7 provide additional guidance to help entities identify the circumstances under which a servicing
contract is considered to be “continuing involvement” for the purposes of applying certain disclosure requirements in this
standard. The amendments also clarify that the additional disclosure required by recent amendments to IFRS 7 is not specifically
required for all interim periods.

The effective date of the amendments is for years beginning on or after 1 July 2016.

The group expects to adopt the amendments for the first time in the 2017 annual financial statements and the amendments will
be applied retrospectively, subject to transitional provisions.

The impact of these amendments has not yet been estimated.

IFRS 9 Financial Instruments


IFRS 9 introduces new requirements for the classification and measurement of financial assets and financial liabilities. The
standard requires all recognised financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and
Measurement to be subsequently measured at amortised cost or fair value. The most significant effect regarding the classification
and measurement of financial liabilities relates to the accounting for changes in fair value of a financial liability, designated as at
fair value through profit or loss, attributable to changes in the credit risk of that liability.

The requirements in IAS 39 related to the derecognition of financial assets and financial liabilities have been incorporated into
the new version of IFRS 9.
Hyprop Investments Limited
Integrated Report 2015 97

1. Accounting policies and presentation of annual financial statements continued


1.25 New standards and interpretations continued
IFRS 9 Financial Instruments continued
A new chapter has been added to IFRS 9 on hedge accounting, substantially overhauling previous accounting requirements. The
new requirements look to align hedge accounting more closely with entities’ risk management activities by:
Q Increasing the eligibility of both hedged items and hedging instruments
Q Introducing a more principles-based approach to assessing hedge effectiveness

The effective date of the standard is for years beginning on or after 1 January 2018.

The group expects to adopt the standard for the first time in the 2019 annual financial statements and the standard will be
applied retrospectively, subject to transitional provisions.

The impact of this standard has not yet been estimated.

IFRS 10 Consolidated Financial Statements


The amendments to IFRS 10 are to address the inconsistencies between IFRS 10 Consolidated Financial Statements and IAS 28
Investments in Associates with regard to the sale or contribution of a subsidiary.

The amendments:
Q Confirm that the IFRS 10.4(a) consolidation exemption is also available to parent entities which are subsidiaries of investment
entities where the investment entity measures its investments at fair value in terms of IFRS 10.31
Q Modify IFRS 10.32 to state that the consolidation requirement only applies to subsidiaries which are not themselves
investment entities and whose main purpose is to provide services which relate to the investment entity’s investment
activities
Q Provide relief to non-investment entity investors in associates or joint ventures that are investment entities by allowing the
non-investment entity investor to retain, when applying the equity method, the fair value measurement applied by the
investment entity associates or joint ventures to their interests in subsidiaries

The effective date of these amendments is for years beginning on or after 1 January 2016.

The group expects to adopt these amendments for the first time in the 2017 annual financial statements and the amendments
will be applied retrospectively, subject to transitional provisions.

The impact of these amendments has not yet been estimated.

IFRS 11 Joint Arrangements


The amendments to IFRS 11 provide guidance on accounting for the acquisition of an interest in a joint operation in which the
activity of the joint operation constitutes a business.

The effective date of the amendment is for years beginning on or after 1 January 2016.

The group expects to adopt the amendment for the first time in the 2017 annual financial statements and the amendment will
be applied retrospectively, subject to transitional provisions.

The impact of this amendment has not yet been estimated.

IFRS 15 Revenue from Contracts with Customers


The amendments to IFRS 15 set out new guidance on recognition of revenue that requires recognition in a manner that depicts
the transfer of goods or services to customers at an amount that reflects the consideration the entity expects to be entitled
to in exchange for those goods or services.

The effective date of this standard is for years beginning on or after 1 January 2018.

The group expects to adopt the standard for the first time in the 2019 annual financial statements and the standard will be
applied retrospectively, subject to transitional provisions.

The impact of this standard has not yet been estimated.


Hyprop Investments Limited
98 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

1. Accounting policies and presentation of annual financial statements continued


1.25 New standards and interpretations continued
IAS 1 Presentation of Financial Statements
The amendments are designed to encourage entities to apply professional judgement in determining what information to
disclose in the financial statements. The amendments clarify that materiality applies to the whole set of financial statements
and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures. It also clarifies that entities
should use professional judgement in determining where and in what order information is presented in the financial statements.

The effective date of the amendments is for years beginning on or after 1 January 2016.

The group expects to adopt the amendments for the first time in the 2017 annual financial statements and the amendments will
be applied retrospectively, subject to transitional provisions.

The impact of these amendments has not yet been estimated.

IAS 19 Employee Benefits


The amendments are to the requirements in IAS 19 for contributions from employees or third parties that are linked to service.

The effective date of the amendments is for years beginning on or after 1 July 2016.

The group expects to adopt the amendments for the first time in the 2017 annual financial statements and the amendments will
be applied retrospectively, subject to transitional provisions.

The amendments will have no impact on the annual financial statements.

IAS 27 Consolidated and Separate Financial Statements


The amendments to IAS 27 will allow entities to use the equity method to account for investments in subsidiaries, joint ventures
and associates in their separate financial statements.

The effective date of the amendments is for years beginning on or after 1 January 2016.

The group expects to adopt the amendments for the first time in the 2017 annual financial statements and the amendments will
be applied retrospectively, subject to transitional provisions.

The impact of these amendments has not yet been estimated.

IAS 28 Investments in Associates


The amendments to IAS 28 address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements
and those in IAS 28 Investments in Associates dealing with the sale or contribution of a subsidiary. The amendments also clarify
when to account for assets that are sold or contributed, that constitute a business, as a single transaction.

The effective date of the amendments is for years beginning on or after 1 January 2016.

The group expects to adopt the amendments for the first time in the 2017 annual financial statements and the amendments will
be applied retrospectively, subject to transitional provisions.

The impact of these amendments has not yet been estimated.


Hyprop Investments Limited
Integrated Report 2015 99

1. Accounting policies and presentation of annual financial statements continued


1.25 New standards and interpretations continued
IAS 34 Interim Financial Reporting
The amendments to IAS 34 clarify the meaning of disclosure of information elsewhere in the interim financial report and require
the inclusion of a cross-reference in the interim financial statements to the location of the information. The amendments
specify that the information must be available to users of the interim financial statements on the same terms and at the same
time as the interim financial statements.

The effective date of these amendments is for years beginning on or after 1 July 2016.

The group expects to adopt the amendments for the first time in the 2017 interim financial statements and the amendments
will be applied retrospectively, subject to transitional provisions.

The impact of the amendments has not yet been estimated.

IAS 38 Intangible Assets


The amendments present a rebuttable presumption that a revenue-based amortisation method for intangible assets is
inappropriate except in two limited circumstances. It also provides guidance on the application of the diminishing balance
method for intangible assets.

The effective date of the amendments is for years beginning on or after 1 January 2016.

The group expects to adopt the amendments for the first time in the 2017 annual financial statements and the amendments will
be applied retrospectively, subject to transitional provisions.

The amendment will have no impact on the annual financial statements.


Hyprop Investments Limited
100 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

2. Investment property
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
2.1 Net carrying value
Historical cost 13 411 225 15 479 455 13 411 225 13 903 126
Accumulated fair value movements 12 319 452 9 895 987 12 319 452 9 853 810
Development property (1 849 000) (1 849 000)
Assets classified as held for sale 13 (1 218 899) (1 731 000) (1 218 899) (1 731 000)
24 511 778 21 795 442 24 511 778 20 176 936
2.2 Movement for the year
Investment property at valuation at 1 July 21 795 442 18 287 042 20 176 936 18 287 042
Capital expenditure 333 659 2 681 042 333 659 2 680 894
African Land restructure 4.3 (1 618 506)
Acquired through business combination
(African Land) 34.2 1 557 394
Foreign currency translation difference
(African Land) 18 787
Change in fair value 2 467 113 1 655 897 2 467 113 1 613 720
Disposals (3 783) (4 329) (3 783) (4 329)
Interest capitalised 23 2 472 37 664 2 472 37 664
Straight-line rental income accrual (60 085) (45 055) (60 085) (45 055)
Transfer from/(to) development property 1 849 000 (662 000) 1 849 000 (662 000)
Transfer to non-current assets held for sale (253 534) (1 731 000) (253 534) (1 731 000)
Investment property at valuation 24 511 778 21 795 442 24 511 778 20 176 936
2.3 Reconciliation to independent valuation
Investment property at valuation at year-end 24 511 778 21 795 442 24 511 778 20 176 936
Straight-line rental income accrual 413 826 353 740 413 826 353 740
Building appurtenances and tenant installations 77 300 82 692 77 040 56 672
Centre management assets (2 274) (1 470) (2 014) (1 470)
Independent valuation(1) 25 000 630 22 230 404 25 000 630 20 585 878
Capitalisation rate used to determine interest
capitalised 7,7% 7,2% 7,7% 7,2%
(1)
Excludes development property and property held for sale

Included in investment property held for sale is property under leasehold in respect of Willowbridge North. The lessor is
Transnet Limited and the lease term runs until 30 June 2033.
2.4 Investment property pledged as security
The following properties have been pledged as security by means of mortgage bonds (refer to note 18):
To Standard Finance (Isle of Man) Limited and Standard Bank of South Africa Limited to secure borrowing facilities of
USD160 million:
1. A 75,15% undivided share in The Glen
2. A 40% undivided share in Canal Walk

The market value of the bonded properties (75,15% of The Glen and 40% of Canal Walk respectively) at year-end was R5,7 billion.
Hyprop Investments Limited
Integrated Report 2015 101

2. Investment property continued


2.4 Investment property pledged as security continued
To Rand Merchant Bank (a division of FirstRand Bank Limited) to secure borrowing facilities totalling R762 million and
USD30 million:
1. A 40% undivided share in Canal Walk

The market value of the bonded property (40% thereof) at year-end was R3,4 billion.
To Nedbank Limited to secure borrowing facilities totalling R2,7 billion:
1. CapeGate
2. Atterbury Value Mart
3. Woodlands Boulevard
4. Clearwater Mall
5. Willowbridge South

The market value of these properties at year-end was R9,5 billion.


2.5 Investment property valuation
Valuation process
It is the policy of the group to obtain an independent valuation of the investment property portfolio on a six-monthly basis.
More than one independent valuer may be used to provide the valuation. Investment property is reflected at fair value at
30 June 2015.
The South African portfolio was valued at R26,2 billion at 30 June 2015, excluding minority interests (including property held
for sale). The portfolio was valued by two independent, professionally qualified property valuers: The valuation division of
Old Mutual Investment Group South Africa, led by Trevor King (BSc DipSurv MRICS Valuer), Professional Registered Valuer (SA),
member of the South African Council for the Valuers Profession, Chartered Valuation Surveyor and Associate of the Royal
Institution of Chartered Surveyors (UK), and the valuation division of Jones Lang LaSalle Proprietary Limited, led by Roger
Long (BSc MBA FRICS MIV(SA)), Professional Registered Valuer, member of the South African Council for the Property Valuers
Profession, Chartered Valuation Surveyor and Associate of the Royal Institution of Chartered Surveyors, using the discounted
cash flow method.
The significant inputs and assumptions in respect of the valuation process are developed in close consultation with management.
The valuation process and fair value changes are reviewed by the audit committee and the board of directors at each reporting
date. The directors confirm that there have been no material changes to the assumptions applied by the registered valuers.
The average annualised resultant portfolio yield produced by the valuers was 6,9%. The average annualised resultant yield range
across all properties was 6,3% to 9,9%.
The most significant inputs to the valuation process, all of which are unobservable, are the estimated rental values, assumptions
regarding vacancy levels, the discount rate and the reversionary capitalisation rate. The estimated fair value increases if the
estimated rental increases, vacancy levels decline or if discount rates (market yields) and reversionary capitalisation rates decline.
The valuations are sensitive to all four assumptions. The inputs used in the valuations at 30 June 2015 were:
Q The range of reversionary capitalisation rates applied to the portfolio was between 6,5% and 9,5% with the weighted
average being 6,9% (2014: 7,3%)
Q The discount rates applied range between 12,3% and 14,5% with the weighted average being 12,6% (2014: 12,5%)
Q The permanent vacancy factor applied for shopping centres ranged between 0,5% and 2,0% (offices 2,5% and 5%)
Changes in discount rates attributable to changes in market conditions can have a significant impact on property valuations.
A 25 basis point increase in the average discount rate will decrease the value of investment property portfolio by R560 million (2%).
A 25 basis point decrease in the capitalisation rate will increase the value of investment property portfolio by R1,08 billion (4%).
Hyprop Investments Limited
102 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

2. Investment property continued


2.5 Investment property valuation continued
Valuation techniques underlying management’s estimation of fair value
The valuations were determined using discounted cash flow projections, based on significant unobservable inputs. These inputs
include:
Future rental cash flows: Based on the location, type and quality of the properties and
supported by the terms of any existing leases or other contracts
or external evidence such as current market rentals for similar
properties.
Discount rates: Reflecting current market assessments of the uncertainty in the
amount and timing of cash flows.
Vacancy rates: Based on current and expected future market conditions after
expiry of any current leases.
Maintenance costs: Including necessary investments to maintain functionality of the
property for its expected useful life.
Capitalisation rates: Based on location, size and quality of the properties and taking
into account market data at the valuation date.
Terminal value: Taking into account assumptions regarding maintenance costs,
vacancy rates and market rentals.
The methods of valuation applied by the independent valuers was the same as the prior year.
Fair value hierarchy
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether that price is directly observable or estimated using another
valuation technique. In estimating the fair value of an asset or a liability, the group takes into account the characteristics of the
asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the
measurement date.
In addition, for financial reporting purposes, fair value measurements are categorised into level 1, 2 or 3 based on the degree to
which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement
in its entirety. The three levels are explained as follows:
Level 1 – inputs are quoted prices in active markets for identical assets or liabilities that the company can access at the
measurement date. These quoted prices are unadjusted.
Level 2 – inputs are inputs, other than quoted prices included in level 1, that are observable for the asset or liability, either
directly or indirectly.
Level 3 – inputs are unobservable inputs for the asset or liability.
Recurring fair value
Group and company measurements – level 3
June 2015 June 2014
Valuation Valuation
R000 R000
Shopping centres 23 408 630 19 213 269
Value centres 1 112 000 1 290 000
Standalone offices 480 000 90 000
Development property(1) 1 849 000
Total company 25 000 630 22 442 269
Manda Hill 1 618 506
Total group 25 000 630 24 060 775
(1)
Rosebank Mall and the Mall Offices were classified as development property at 30 June 2014
Hyprop Investments Limited
Integrated Report 2015 103

2. Investment property continued


2.5 Investment property valuation continued
Non- Non-
recurring recurring
fair value fair value
measure- measure-
ments ments
Group and company – level 3 – level 3
June 2015 June 2014
Valuation Valuation
R000 R000
Assets held for sale 1 225 775 1 731 000
Total group and company 1 225 775 1 731 000
There are interrelationships between unobservable inputs. Expected vacancy rates may impact the yield, with higher vacancy
rates resulting in higher yields. For investment property under construction, increases in construction costs that enhance the
property’s rental stream may result in an increase in property values. An increase in future rental income may be linked with
higher costs. If the remaining lease term increases, the yield may decrease.

3. Building appurtenances and tenant installations


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
3.1 Cost
Building appurtenances 84 053 104 518 83 316 54 620
Tenant installations 42 715 37 216 42 715 35 434
126 768 141 734 126 031 90 054
3.2 Accumulated depreciation
Building appurtenances 29 098 43 684 28 621 18 774
Tenant installations 20 370 15 358 20 370 14 608
49 468 59 042 48 991 33 382
3.3 Net carrying value
Building appurtenances 54 955 60 834 54 695 35 846
Tenant installations 22 345 21 858 22 345 20 826
77 300 82 692 77 040 56 672
3.4 Movement for the year
Net carrying value – 1 July 82 692 63 065 56 672 62 899
Capital expenditure 42 718 13 541 42 505 20 051
Acquired through business combination
(African Land) 34.2 35 447
Foreign currency translation difference 428
Disposal of building appurtenances and tenant
installations (965) (2 468) (703) (2 457)
Disposal in respect of subsidiary 4.3 (25 552)
Classified as held for sale (1 539) (7 390) (1 539) (7 390)
Depreciation (20 054) (19 931) (19 895) (16 431)
Net carrying value 77 300 82 692 77 040 56 672
Hyprop Investments Limited
104 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

4. Subsidiaries
4.1 Investment in subsidiaries
Details of the group’s subsidiaries at the end of the year are as follows:
Proportion of ownership
interest and voting power held
by the group
Place of
incorporation
Name of subsidiary Principal activity and operation 30 June 2015 30 June 2014
Hyprop Investments Acquiring indirect development or
(Mauritius) Limited income producing property investments
(Hyprop Mauritius) in sub-Saharan Africa (excluding SA) Mauritius 100% 100%
African Land Investments Currently dormant. In 2014 the principal
Limited (African Land) activity was acquiring income producing
investment property in sub-Saharan
Africa (excluding SA) South Africa 100% 87%
Word4Word Marketing
Proprietary Limited
(Word4Word) Marketing services South Africa 100% 100%
Hyprop Investments To hedge the obligation of the
Employee Incentive Scheme company to deliver Hyprop shares to
Proprietary Limited employees, arising from allocations
(Hyprop Investments to employees in terms of the Hyprop
Employee Incentive Scheme) Employee Incentive Scheme South Africa 100% 100%
Hyprop Foundation NPC Company formed to further
(Hyprop Foundation) sustainability, enterprise development,
socio-economic development and the
corporate social initiatives of Hyprop South Africa 100% 100%

GROUP GROUP COMPANY COMPANY


June 2015 June 2014 June 2015 June 2014
Notes R000 R000 R000 R000
Hyprop Mauritius * *
The company acquired 100% of the issued capital
in Hyprop Mauritius for USD1. Hyprop Mauritius
holds a 37,5% interest in AttAfrica. Refer to note 6.

African Land
The company acquired 87% of African Land on
5 December 2013. Until its restructure, African
Land indirectly held a 100% interest in Manda
Hill Centre. Refer to note 34. Following the
restructure of African Land, Hyprop became its
sole shareholder.
Cost 758 264
Reallocate to investment in subsidiaries/
(2014: transfer to assets held for sale) 13 758 264 (758 264)
Balance at end of year 758 264
Word4Word
Cost allocated to Word4Word 29 566 29 566
Impairment (29 566) (25 286)
Balance after impairment 9 4 280
Hyprop Investments Employee Incentive
Scheme
Cost 11 068 11 068
The company was incorporated on 19 September 2013.
Hyprop Foundation
The company was incorporated on 17 September 2013.
Total investment in subsidiaries 769 332 15 348
* Amounts less than R1 000
Hyprop Investments Limited
Integrated Report 2015 105

4. Subsidiaries continued
4.1 Investment in subsidiaries continued
Subsidiaries and transactions with non-controlling interests
Set out below is summarised financial information for African Land, in which Hyprop had an 87% share as at 30 June 2014.
African Land became a wholly owned subsidiary of Hyprop effective 1 July 2014. The amounts disclosed are based on those
included in the consolidated financial statements, before the elimination of intercompany balances.
African Land
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Summarised statement of financial position
Current assets 13 252 7 393
Current liabilities (10 807) (22 404)
2 445 (15 011)
Non-current assets 771 230 1 644 235
Non-current liabilities (603 259)
771 230 1 040 976
Net assets 773 675 1 025 965
Non-controlling interest nil 133 237

Summarised statement of comprehensive income


Revenue nil 77 953
Net (loss)/profit (118 830) 62 393
Total comprehensive (loss)/income (118 830) 62 393
Profit allocated to non-controlling interest nil 8 103
Dividends paid to non-controlling interest 495 4 539

Summarised cash flows


Cash flows from operating activities (24 369) (695 086)
Cash flows from investing activities 768 761 (818 440)
Cash flows from financing activities 728 140 1 501 920

Significant restrictions
None
4.2 Dividends received from subsidiaries
African Land 14 941 30 308
Hyprop Mauritius 27 678 4 770
Word4Word 1 500 1 500
Hyprop Investments Employee Incentive Scheme 753 365
Total dividends received 44 872 36 943
Hyprop Investments Limited
106 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

4. Subsidiaries continued
4.3 Disposal of subsidiary
During the financial year, pursuant to its restructure arrangements, African Land disposed of its subsidiary companies, Manda Hill
Centre Limited and African Land Investments Ireland Limited. The effective date of the African Land restructure was 1 July 2014.
The restructure entailed the following:
Q African Land disposed of its investments in Manda Hill Centre and African Land Investments Ireland to MHPC Limited, which
is 100% owned by Manda Hill Mauritius Limited
Q African Land bought back its shares, from the non-controlling parties and Hyprop became the sole shareholder of African
Land
Q African Land advanced a loan to Hyprop.

The values of the assets and liabilities disposed of were as follows:


GROUP
June 2015
R000
Building appurtenances and tenant installations 25 552
Investment property 1 618 506
Trade receivables (including income in advance) (1 988)
Cash and cash equivalents 8 518
Payables (11 815)
Total net assets disposed of 1 638 773
Loss on disposal of subsidiary (118 351)#
Proceeds on disposal of subsidiary 1 520 422
Cash and cash equivalents disposed of (8 518)
Total cash received 1 511 904
Reconciliation of loss on disposal of subsidiary to the loss on disposal of subsidiary
in the statement of comprehensive income
Loss on disposal of subsidiary (118 351)
Equity-accounted gain on bargain purchase 88 340
Loss on disposal of subsidiary in the statement of comprehensive income (30 011)
African Land bought back shares held by its non-controlling interest on 1 July 2014. This resulted in an
increase of 12,99% of the group's ownership in African Land. Cash consideration of R118 million was paid
to the non-controlling shareholders.
Cash consideration paid to non-controlling shareholders (118 024)
Carrying value of the additional interest in African Land 115 315
Loss recognised in statement of changes in equity (2 709)
Hyprop Investments Limited
Integrated Report 2015 107

5. Joint operations
The following is a summary of Hyprop’s undivided share in co-owned shopping centres at year-end#:
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Canal Walk – 80% – Western Cape, South Africa
Carrying value of investment property 6 732 800 6 064 000 6 732 800 6 064 000
Current assets 63 972 12 923 63 972 12 923
Current liabilities 61 495 52 340 61 495 52 340
Net property income
Investment property income 579 188 545 252 579 188 545 252
Property expenses (166 880) (165 998) (166 880) (165 998)
Net property income 412 308 379 254 412 308 379 254
The Glen – 75,15% – Gauteng, South Africa
Carrying value of investment property 2 329 830 2 059 269 2 329 830 2 059 269
Current assets 17 403 2 102 17 403 2 102
Current liabilities 22 941 22 982 22 941 22 982
Net property income
Investment property income 218 999 214 218 218 999 214 218
Property expenses (65 203) (71 020) (65 203) (71 020)
Net property income 153 796 143 198 153 796 143 198
#
Excludes Stoneridge which is disclosed in the held for sale note. Refer to note 13
Hyprop Investments Limited
108 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

6. Investment in joint ventures


6.1 Joint venture – AttAfrica Limited (AttAfrica)
Hyprop Mauritius has a 37,5% interest in AttAfrica (formerly Atterbury Africa Limited), a Mauritius-based property investment
company. The initial investment was made on 20 November 2012. Hyprop Mauritius has 50% of the voting rights on the board
of AttAfrica. Hyprop Mauritius accordingly has joint control of AttAfrica.
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
# #
Initial investment in equity
Share in equity-accounted profits ^ ^
#
Less than R1 000
^ Nil
At 30 June 2015, Hyprop Mauritius’ 37,5% share of AttAfrica’s
liabilities exceeded its share of the assets by R39 million
(2014: R15 million).
Summarised financial information of AttAfrica is as follows
(all figures reflect 100% of AttAfrica):
Summarised statements of comprehensive income
Share of losses of associates (3 575) (766)
Other income 44 397 6 604
Property income 101 861
Operational expenses (223 802) (14 510)
Property expenses (26 627)
Interest income 45 964 11 793
Finance cost (181 409) (70 540)
Fair value gain on investment property 4 506
Share of profits of joint venture 121 871 41 318
Loss before taxation (121 320) (21 595)
Taxation 9 600
Loss for the year (111 720) (21 595)
Other comprehensive loss
Foreign currency translation reserve (5 730)
Share of other comprehensive loss of associate (736)
Total comprehensive loss for the year (117 450) (22 331)
Attributable to:
Equity holders of the company (59 693) (19 036)
Non-controlling interests (57 757) (3 295)
Hyprop's share of profits and losses of AttAfrica
– Share of gain on acquisition of Manda Hill Centre 24 093
– Share of losses from joint venture (24 093)
Hyprop Investments Limited
Integrated Report 2015 109

6. Investment in joint ventures continued


6.1 Joint venture – AttAfrica continued
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Summarised statements of financial position
Assets
Non-current assets 3 134 515 1 339 381
Investment property 1 787 992 883 617
Investment in associates 2 419 5 388
Investment in joint venture 374 243 218 575
Loan receivable 956 310 231 572
Deferred taxation 10 874
Property, plant and equipment 2 677 229
Current assets 287 480 180 171
Cash and cash equivalents 48 321 36 404
Trade and other receivables 239 159 143 767

Total assets 3 421 995 1 519 552


Equity and liabilities
Capital and reserves 38 613 153 287
Shareholders’ deficit (104 765) (39 999)
Non-controlling interest 138 373 190 880
Foreign currency translation reserve 5 005 2 406
Non-current liabilities 3 235 094 1 288 689
Borrowings 3 235 094 1 288 689
Current liabilities 148 288 77 576
Trade and other payables 148 288 77 576
Total equity and liabilities 3 421 995 1 519 552
Unrecognised share of losses in AttAfrica 39 287 15 000
Commitments and contingent liabilities relating
to AttAfrica
Guarantees 469 545 92 671
Hyprop Investments Limited
110 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

6. Investment in joint ventures continued


6.2 Joint venture – Manda Hill Mauritius Limited (Manda Hill Mauritius)
Hyprop Mauritius has a 50% interest in Manda Hill Mauritius, a Mauritius-based property investment company. AttAfrica holds
the other 50% of the shares in Manda Hill Mauritius. Hyprop Mauritius’ effective economic interest in Manda Hill Mauritius is
68,75%. The effective date of the investment is 1 July 2014. Hyprop Mauritius has 50% of the voting rights on the board of
Manda Hill Mauritius. Hyprop Mauritius accordingly has joint control of Manda Hill Mauritius.
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
#
Initial investment in equity
#
Less than R1 000

As at 30 June 2015, Hyprop Mauritius’ 50% share of Manda


Hill Mauritius’ assets exceeded its liabilities by R81,6 million.
Summarised financial information of Manda Hill Mauritius is
as follows (all figures reflect 100% of Manda Hill Mauritius):
Summarised statements of comprehensive income
Rental income 139 374
Property income 16 061
Gain on bargain purchase 128 494
Other income 5 424
Operational expenses (29 656)
Other expenses (31 745)
Finance cost (85 735)
Profit before taxation 142 217
Taxation (432)
Profit for the year 141 785
Other comprehensive loss
Foreign currency translation reserve 21 399
Total comprehensive income for the year 163 184
Attributable to:
Equity holders of the company 163 184
Non-controlling interests
Hyprop's share of profits of Manda Hill Mauritius 70 893
– Share of gain on bargain purchase 64 247
– Share of income from joint venture 6 646
Hyprop Investments Limited
Integrated Report 2015 111

6. Investment in joint ventures continued


6.2 Joint venture – Manda Hill Mauritius Limited (Manda Hill Mauritius) continued
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Summarised statements of financial position
Assets
Non-current assets 1 924 637
Investment property 1 896 202
Property, plant and equipment 28 435
Current assets 8 871
Cash and cash equivalents 4 385
Trade and other receivables 4 486
Total assets 1 933 508
Equity and liabilities
Capital and reserves 163 184
Shareholders’ equity 141 785
Foreign currency translation reserve 21 399
Non-current liabilities 1 749 089
Shareholder loans 1 025 379
Other payables 17 764
Borrowings 705 946
Current liabilities 21 235
Trade and other payables 21 235
Total equity and liabilities 1 933 508
Hyprop’s share of net assets in Manda Hill Mauritius 80 996
50% of net assets of Manda Hill Mauritius 70 893
Cost of A shares in Manda Hill Centre 10 103
Commitments and contingent liabilities relating to
Manda Hill Mauritius
Guarantees Nil
Hyprop Investments Limited
112 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

7. Investment in associate
Details of the group’s associate at the end of the reporting period are as follows:
Proportion of ownership
interest and voting power
Place of held by the group
incorporation
Name of associate Principal activity and operation 30 June 2015 30 June 2014
It’s Called Advertising Proprietary Limited(1) Graphic design and advertising
(It’s Called Advertising) company South Africa 40% 40%
(1)
40% of It’s Called Advertising is owned by Word4Word. Word4Word is a wholly owned subsidiary of Hyprop. Refer to note 5

Summarised financial information of the group’s associate is set out below:

Reconciliation to the statements of financial position


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
It’s Called Advertising
Total assets 2 592 2 045
Non-current assets 142 159
Current assets 2 450 1 886
Total liabilities 555 546
Non-current liabilities
Current liabilities 555 546
Net assets 2 037 1 499
Group’s share of net assets of It’s Called Advertising 827 600
Investment in associate 827 600
Reconciliation to the statements of comprehensive income
It’s Called Advertising
Total revenue 9 095 7 618
Total profit for the year 1 631 1 154
Group’s share of profits of It’s Called Advertising 652 462

8. Other investment
Details of the group’s investment at the end of the reporting period are as follows:
Proportion of ownership
Place of interest
incorporation
Name of investment Principal activity and operation 30 June 2015 30 June 2014
AttAfrica SA Proprietary Limited Provides asset management and South Africa 37,5%
(AttAfrica SA) consulting services to AttAfrica
The acquisition date of the investment was 14 July 2014.

Although Hyprop has a 37,5% interest, it does not participate on the board of AttAfrica SA and does not have significant influence
over the entity and therefore the investment is not an associate nor is it equity accounted.
Hyprop Investments Limited
Integrated Report 2015 113

8. Other investment continued


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Balance at beginning of year
# #
Acquired during the year
# #
Balance at end of year
#
Amount less than R 1 000
No impairment was recognised during the current year.
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Statement of financial position – AttAfrica SA
Total assets 474
Non-current assets 95
Current assets 379
Total liabilities 244
Non-current liabilities
Current liabilities 244
Net assets 230
Group’s share of net assets of AttAfrica SA 86
Statement of comprehensive income – AttAfrica SA
Total revenue 5 233
Total profit for the year 229
Group’s share of profits of AttAfrica SA 86

9. Goodwill
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Goodwill arising on acquisition
Word4Word 4 280 12 059
Impairment – current year (4 280) (7 779)
Balance 4 280
The group tests goodwill for impairments annually.
The recoverable amount of goodwill was determined based on its value in use by using the discounted cash flow method over
three years.
Q Budgets and forecasts were prepared by management of Word4Word.
Q Due to changes in the operational structure of Word4Word and the loss of key contracts, its expenses exceed its income.
Therefore it is estimated that the company may incur losses in the foreseeable future.
Q Impairment testing, taking into account these developments, resulted in the further reduction of goodwill in 2015 to a recoverable
amount of nil.
Q Management is not currently aware of any probable changes that would necessitate changes in the key estimates.
Key assumptions used during this valuation process:
Q Income decreased between 7% and 10% (2014 increased: 5%).
Q Expenses increased between 6% and 7% (2014: 5%).
Q Future cash flows were discounted at 18% (2014: 18%) which is a comparable rate for companies of this nature.
Hyprop Investments Limited
114 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

10. Loans receivable


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
AttAfrica – Rand equivalent of US Dollar loan 1 739 053 812 459
The loan repayment date is 30 June 2020 and represents Hyprop’s
shareholder loan funding to AttAfrica.
The loan is unsecured and bears interest at an initial rate of 8%,
escalating at 4% per annum.
Hyprop Mauritius has a 37,5% equity interest in AttAfrica.

Manda Hill Mauritius – Rand equivalent of


US Dollar loan 519 072
The loan is unsecured, bears interest at a variable rate which
equates to Hyprop Mauritius’ 50% share of distributable income
from Manda Hill Mauritius. The loan is not payable in the next
12 months.

African Land 3 318


The loan is unsecured, bears no interest and is repayable on
demand.

Portion 113 Weltevreden Proprietary Limited, a company


associated with Abland Proprietary Limited (Abland) 7 484 47 145 7 484 47 145
The loan was advanced to Abland in 2008 to facilitate the
acquisition by Abland of its 10% interest in Stoneridge.
This loan is repayable on the transfer date of Stoneridge
Shopping Centre, bears interest at a rate linked to the prime rate.
Interest is payable monthly in arrears.

Redefine Properties Limited 45 904 45 904


Redefine entered into an agreement with Hyprop to purchase
Stoneridge Shopping Centre. The effective date of the
transaction was 1 April 2015, when all risks and rewards relating to
the shopping centre were transferred to Redefine. Transfer has
not yet taken place and the amount outstanding at year-end
will be received on transfer date. Hyprop earns interest on the
outstanding amount at 8% per annum, from the effective date
to the transfer date.

Hyprop Mauritius – wholly owned subsidiary of Hyprop 9 993 188


The loan is unsecured, bears no interest and is repayable on
demand.

Hyprop Investments Employee Incentive Scheme – wholly


owned subsidiary of Hyprop 382
The loan is unsecured and bears no interest. The loan relates to a
dividend declared on 30 June 2015 to Hyprop.

Attacq 369 341 369 341


The loan relates to Attacq’s portion of a claim relating to the
African Land acquisition. The loan bears interest at 8,3% per
annum and is repayable when the claim is settled, which is
anticipated to be within the next 12 months.
2 311 882 859 945 67 450 47 674
Reconciliation to the statements of financial position
Non-current loans receivable 2 258 125 812 459
Current loans receivable 53 757 47 486 67 450 47 674
Total 2 311 882 859 945 67 450 47 674
Hyprop Investments Limited
Integrated Report 2015 115

11. Trade and other receivables


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Rent receivable 19 436 32 750 19 436 22 820
Allowance for doubtful debts (10 704) (18 557) (10 704) (8 869)
Other receivables 78 420 89 493 69 579 88 678
87 152 103 686 78 311 102 629
Movements in allowance for doubtful debts
Opening balance – 1 July (18 557) (8 974) (8 869) (8 974)
Restructure of African Land 9 688
Allowance for doubtful debts (7 391) (12 577) (7 391) (2 889)
Receivables written off during the year 5 556 2 994 5 556 2 994
Closing balance – 30 June (10 704) (18 557) (10 704) (8 869)
Ageing of impaired receivables
Current 4 109 3 426 4 109 3 426
30 days 2 527 1 172 2 527 1 172
60 days 1 049 1 847 1 049 1 034
90+ days 3 019 12 112 3 019 3 237
10 704 18 557 10 704 8 869
Ageing of receivables past due but not impaired
30 days 2 657 2 507 2 657 2 265
60 days 300 1 489 300 1 489
90+ days 1 309 1 309
Total 2 957 5 305 2 957 5 063
No interest is charged on trade receivables if payment is received within seven days from the date of invoice. Thereafter interest is
charged at prime plus 2%. The allowance for doubtful debts has been determined on a tenant-by-tenant basis, taking into account
the circumstances of each tenant. The maximum exposure to credit risk at the reporting date is the fair value of each class of
receivable. Save for national tenants, a deposit in the form of cash or bank guarantee is obtained from the tenant in terms of
Hyprop’s deposit policy. Furthermore, and only if required, a deed of suretyship will be obtained from a tenant.

Management believes that there are no significant trade receivables that are doubtful that have not been provided for as doubtful
debts or written off.

12. Cash and cash equivalents


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Cash held on call account as security for municipal and other
guarantees 10 533 8 620 10 533 8 620
Bank balances and cash 73 308 68 733 52 437 52 637
Balance at end of year 83 841 77 353 62 970 61 257
Hyprop Investments Limited
116 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

13. Non-current assets classified as held for sale


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Investment property
Willowbridge
The centre was valued on 30 June 2015 at R622 million,
being the fair value of the investment property.
The assets and liabilities of Willowbridge Shopping
Centre are reflected at their carrying amounts at
30 June 2015 as follows:
Assets 626 025 600 710 626 025 600 710
Investment property 619 892 594 000 619 892 594 000
Building appurtenances and tenant installations 2 108 1 996 2 108 1 996
Trade and other receivables 2 617 3 711 2 617 3 711
Cash and cash equivalents 1 408 1 003 1 408 1 003
Liabilities 11 494 20 299 11 494 20 299
Trade and other payables 11 494 20 299 11 494 20 299
Classified as held for sale in the statements of financial
position 614 531 580 411 614 531 580 411
Somerset Value Mart
The centre was valued on 30 June 2015 at R193 million,
being the fair value of the investment property.
The assets and liabilities of Somerset Value Mart are
reflected at their carrying amounts at 30 June 2015 as
follows:
Assets 194 892 194 892
Investment property 192 835 192 835
Building appurtenances and tenant installations 165 165
Trade and other receivables 1 256 1 256
Cash and cash equivalents 636 636
Liabilities 1 855 1 855
Trade and other payables 1 855 1 855
Classified as held for sale in the statements of financial
position 193 037 193 037
Standalone office parks
The office parks were valued at 30 June 2015 at
R409 million, being the fair value of the investment
properties.
The assets and liabilities of the office parks are reflected
at their carrying amounts at 30 June 2015 as follows:
Assets 412 370 378 381 412 370 378 381
Investment property 404 397 367 000 404 397 367 000
Building appurtenances and tenant installations 4 603 3 341 4 603 3 341
Trade and other receivables 2 631 6 709 2 631 6 709
Cash and cash equivalents 739 1 331 739 1 331
Liabilities 8 218 19 512 8 218 19 512
Trade and other payables 8 218 19 512 8 218 19 512
Classified as held for sale in the statements of financial
position 404 152 358 869 404 152 358 869
Hyprop Investments Limited
Integrated Report 2015 117

13. Non-current assets classified as held for sale continued


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Stoneridge Shopping Centre
During October 2014, Redefine entered into an
agreement with Hyprop to purchase 100% of Stoneridge
Shopping Centre.
The effective date of this transaction was 1 April 2015 on
which date all risks and rewards relating to the shopping
centre were transferred to Redefine. Transfer of the
property has not yet taken place.
The shopping centre was sold for R492 million (including
an escalation amount of R12 million), of which R50 million
will be received on transfer date.
Hyprop’s share (90%) of the assets and liabilities of
Stoneridge were reflected at 30 June 2014 at their
carrying amounts as follows:
Assets 437 965 437 965
Investment property 432 000 432 000
Building appurtenances and tenant installations 2 053 2 053
Trade and other receivables 3 291 3 291
Cash and cash equivalents 621 621
Liabilities 797 797
Trade and other payables 797 797
Classified as held for sale in the statements of financial
position 437 168 437 168
Greenstone park
This land is adjacent to Stoneridge. It was not sold as
part of the Hyprop/Redefine sale agreement.
The land was valued by the directors at 30 June 2015 at
R1,7 million.
Assets 1 775 1 775
Investment property 1 775 1 775
Classified as held for sale in the statements of financial
position 1 775 1 775
CapeGate Lifestyle Centre
The centre was sold in two separate transactions during
2015. The CapeGate Value centre was sold for R30 million
and transfer took place on 19 December 2014.
The remaining part of CapeGate Lifestyle Centre was
sold for R323 million on 20 March 2015.
The assets and liabilities of CapeGate Lifestyle Centre
were reflected at their carrying amounts at 30 June 2014
as follows:
Assets 341 935 341 935
Investment property 338 000 338 000
Trade and other receivables 3 935 3 935
Liabilities 13 147 13 147
Trade and other payables 13 147 13 147
Classified as held for sale in the statements of financial
position 328 788 328 788
Hyprop Investments Limited
118 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

13. Non-current assets classified as held for sale continued


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
Investment in associate – Mantrablox
In December 2013, Attacq exercised its option to acquire
Hyprop’s 20% interest in Mantrablox Proprietary Limited.
Opening balance – 1 July 2013 121 569
Profit on disposal 17 431 21 400
Proceeds on sale (139 000) (139 000)
Transfer to held for sale 117 600
Classified as held for sale in the statements of financial
position
Sycom Property Fund
Hyprop owned 84 225 688 Sycom units in 2013, being
29,9% of the units in issue.
During March 2013, Hyprop and Sycom Property Fund
Managers Limited (SPFM) entered into an agreement
whereby Hyprop acquired 100% of Somerset Mall from
Sycom for a purchase consideration of R2,3 billion.
The purchase consideration was discharged by Hyprop
transferring to SPFM 81 500 000 Sycom units (the
Somerset Mall transaction).
The effective date of the transaction was 1 October
2013. The remaining Sycom units held by Hyprop were
sold in December 2013 and January 2014.
Opening balance – 1 July 2013 2 279 253 2 279 253
Change in fair value (82 266) (82 266)
Profit on disposal 168 869 168 869
Acquisition of Somerset Mall (2 300 000) (2 300 000)
Cash proceeds (65 856) (65 856)
Classified as held for sale in the statements of financial
position
Investment in subsidiary
Hyprop and Attacq restructured their investment in
African Land. The restructure was effective 1 July 2014.
Post finalisation of the restructure, the investment
in African Land as a subsidiary remained. Hence the
reclassification to non-current assets.
Hyprop’s effective economic interest in Manda Hill
reduced from 87% to 68,75%, as a consequence of the
restructure, while African Land became a wholly owned
subsidiary.
Transfer to held for sale 4.1 758 264
Classified as held for sale in the statements of financial
position 758 264
Hyprop Investments Limited
Integrated Report 2015 119

13. Non-current assets classified as held for sale continued


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
Total investment property classified as held for sale
Assets 1 235 062 1 758 991 1 235 062 1 758 991
Investment property 2.1 1 218 899 1 731 000 1 218 899 1 731 000
Building appurtenances and tenant installations 6 876 7 390 6 876 7 390
Trade and other receivables 6 504 17 646 6 504 17 646
Cash and cash equivalents 2 783 2 955 2 783 2 955
Liabilities* 21 567 53 755 21 567 53 755
Trade and other payables 21 567 53 755 21 567 53 755
Classified as held for sale in the statements of financial
position 1 213 495 1 705 236 1 213 495 1 705 236
* Liabilities directly associated with non-current assets held for sale have been disclosed separately on the face of the statements of financial position
in accordance with IFRS 5 Non-current Assets Held for Sale. Prior year comparatives were reclassified accordingly.
Movement in assets held for sale
Investment property, building appurtenances and
tenant installations
Opening balance 1 738 390 1 738 390
Disposal 30.6 (768 186) (768 186)
Additions (includes cost and fair value adjustments) 74 345 74 345
Depreciation (3 588) (3 588)
Transfer to held for sale 184 812 1 738 390 184 812 1 738 390
Closing balance 1 225 773 1 738 390 1 225 773 1 738 390
Working capital
Opening balance (33 154) (33 154)
Disposal 6 100 6 100
Additions 30.2 14 740 14 740
Transfer to held for sale 36 (33 154) 36 (33 154)
Closing balance (12 278) (33 154) (12 278) (33 154)
Classified as held for sale in the statements of financial
position 1 213 495 1 705 236 1 213 495 1 705 236
Although, Willowbridge, Somerset Value Mart and the Pretoria standalone office parks were classified as held for sale at 30 June 2014,
Hyprop is confident that these properties will be sold.
No formal sale agreements are in place as at 30 June 2015, but Hyprop is in advanced discussions with potential purchasers.
The properties continue to be measured under IAS 40 and all requirements of IFRS 5 have been met.
Hyprop Investments Limited
120 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

14. Stated capital


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Authorised
500 000 000 no par value ordinary shares (2014: 500 000 000)
Issued
243 256 092 no par value ordinary shares (2014: 243 256 092) 6 987 996 1 661 6 987 996 1 661
Less: 153 659 no par value ordinary treasury shares (2014: 153 659)(1) (11 068)
Balance at end of year 6 976 928 1 661 6 987 996 1 661
Reconciliation – number of shares in issue
Balance at beginning of year 243 102 433 243 113 169 243 256 092 243 113 169
Shares issued 243 256 092 243 113 169 243 256 092 243 113 169
Treasury shares (153 659)
Issued during the year(2) 142 923 142 923
Less: treasury shares(1) (153 659)
Balance at end of year 243 102 433 243 102 433 243 256 092 243 256 092
(1)
Shares held in treasury are to hedge the company’s obligation in terms of the long-term Hyprop Employee Incentive Scheme (conditional unit plan
(CUP)). Subsequent to year-end a further 112 000 shares were purchased in the market, also to hedge the company's obligations in terms of the CUP.
Refer to notes 17 and 26.
(2)
142 923 new combined units were issued during the 2014 year at an issue price of R73,43 per unit. The new combined units were issued under a
general authority, as part consideration for the acquisition of Hyprop’s interest in African Land.

Effective 18 August 2014 (the effective date), Hyprop converted its combined units (with a share linked to a debenture) to an all-equity
capital structure.
Historical debenture capital and debenture premium, as well as amortised debenture premium included in non-distributable reserves,
were transferred to stated capital on the effective date.
The capital conversion process entailed the following:
Q The delinking of each Hyprop ordinary share from a Hyprop debenture so as to no longer constitute a combined unit.
Q The cancellation of each debenture and concomitant waiver, for no consideration, by the debenture holders of their right to be
repaid the nominal value of each debenture.
Q Capitalisation of the value allocated to each debenture in the books of account of the company plus the amortised debenture
premium included in non-distributable reserves, equating to the issue price of each debenture, to Hyprop’s stated capital account.
Q The amendment and subsequent termination of Hyprop’s debenture trust deed.
Q The amendment of Hyprop’s Memorandum of Incorporation to reflect the change in Hyprop’s capital structure.
Hyprop Investments Limited
Integrated Report 2015 121

15. Reserves
15.1 Non-distributable reserves
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Revaluation of: Investment property 13 281 174 10 814 061 12 683 886 10 216 772
Listed property securities 616 759 616 759 616 759 616 759
Derivative instruments 10 706 (8 851) 28 813 (6 833)
Realised surplus/(loss) on disposal of: Investment properties 163 656 139 413 163 656 139 413
Listed property
securities 276 630 276 630 276 630 276 630
Subsidiaries (118 351)
Associate 17 431 17 431 21 400 21 400
Shares (African Land) (2 709)
Other (22 493) (15 856) (22 534) (15 897)
Amortised debenture premium 1 256 148 1 256 148
Non-distributable reserves of associate 125 344 125 344 121 375 121 375
Impairment of goodwill (559 713) (555 433) 25 400 25 400
Gain on bargain purchase (African Land) 191 235 102 895
Impairment of intercompany loan (5 682) (5 682)
Impairment of investment in subsidiary (Word4Word) (29 566) (25 286)
13 979 669 12 768 541 13 880 137 12 620 199
(1)
15.2 Share-based payment reserve
Share-based payment 8 356 1 649 8 356 1 649
8 356 1 649 8 356 1 649
Total 13 988 025 12 770 190 13 888 493 12 621 848
(1)
Relates to the amortised share-based payment cost for the Hyprop Employee Incentive Scheme (CUP)

16. Foreign currency translation reserve


The foreign currency translation reserve arises from the conversion of Hyprop Mauritius (and African Land as at 30 June 2014) from
their functional currency, US Dollar, to South African Rand on consolidation. Refer to note 4.
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Opening balance 8 074 313
Movement 5 329 8 894
Non-controlling interest (1 133)
Closing balance 13 403 8 074
The closing exchange rate at 30 June 2015 was R12,28:USD1 (2014: R10,58:USD1).
The average exchange rate for the 12 months ended 30 June 2015 was R11,45:USD1 (2014: R10,37:USD1)
Hyprop Investments Limited
122 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

17. Debentures and debenture premium


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Issued
Nil (2014: 243 256 092) unsecured unsubordinated variable rate
debentures of 493 cents each 1 199 253 1 199 253
Premium on debentures 4 519 866 4 530 934
Upon issue of combined units 5 787 082 5 787 082
Debentures included in treasury shares (11 068)
Debenture premium amortised (1 256 148) (1 256 148)
5 719 119 5 730 187
Movement for the year
Balance at 1 July 5 719 119 5 822 497 5 730 187 5 822 497
Capital restructure (5 719 119) (5 730 187)
New issue of combined units 10 496 10 496
Transferred to treasury shares (11 068)
Current period premium amortisation (102 806) (102 806)
Balance at end of year 5 719 119 5 730 187
On 18 August 2014 the capital of the company was restructured to convert the debentures and debenture premium to stated capital.
Refer to note 14.
Hyprop Investments Limited
Integrated Report 2015 123

18. Borrowings
Secured
by invest-
Facility ment
(drawn property Capital GROUP GROUP COMPANY COMPANY
down) at fair repayment Interest June 2015 June 2014 June 2015 June 2014
R000 value date rate R000 R000 R000 R000
SA Rand bank facilities R9,5 billion*
Nedbank
R2,3 billion of the Nedbank loans are fixed 722 914# 722 914#
at an average rate of 8,7% and have an 1 203 935 August 2016 Prime – 1,8% 788 936 656 186 788 936 656 186
average maturity of 5,6 years 1 540 304 June 2018 Prime – 1,8% 1 537 902 1 536 380 1 537 902 1 536 380
Rand Merchant Bank (a division of
FirstRand Bank Limited)
The loan was fixed until September 2014 September JIBAR + 1,75% 200 000# 200 000#
at an average rate of 9,23% 2014
The Standard Bank of South Africa
Limited December JIBAR + 0,8% 393 117# 393 117#
The drawn down amount of R393 million 2014
was floating at 30 June 2014
US Dollar bank facilities R3,4 billion
RMB (40% of
86% of the drawn down amount of USD30 Canal Walk) May 2018 LIBOR + 3,2% 296 820 172 272
R296,8 million (USD24,2 million) is fixed for million
the full term. The average rate is 4,6%
The Standard Bank of South Africa R5,7 billion
Limited (40% of
86% of the drawn down amount of USD100 Canal Walk, August 2019 LIBOR + 2,75% 1 183 585
R1,2 billion (USD96,4 million) is fixed. The million 75,15% of
average rate is 4,38% The Glen)
The drawn down amount of December LIBOR + 4,75% 603 259
R603,3 million (USD57,5 million) was 2016
floating and was settled by African Land
in September 2014
Standard Finance (Isle of Man) Limited R5,7 billion
The drawn down amount of USD40 (40% of October LIBOR + 3,17% 485 940 417 639
R485,9 million (USD39,6 million) is fixed for million Canal Walk, 2017
the full term at an average rate of 4,2% 75,15% of
The Glen)
96% of the drawn down amount of USD20 November LIBOR + 2,85% 226 726 200 086
R226,7 million (USD18,5 million) is fixed for million 2018
the full term. The average rate is 4,4%
* CapeGate, Atterbury Value Mart, Woodlands Boulevard, Clearwater Mall and Willowbridge South
Hyprop Investments Limited
124 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

18. Borrowings continued


Capital GROUP GROUP COMPANY COMPANY
repayment Interest June 2015 June 2014 June 2015 June 2014
date rate R000 R000 R000 R000
Debt capital market funding
Corporate bonds
Six-year bond – fixed until October 2020 at 9,39% November 2019 Base rate + 1,54% 450 000 450 000 450 000 450 000
Five-year bond – fixed for the full term at 7,33% September 2017 JIBAR + 1,50% 300 000 300 000 300 000 300 000
Five-year bond – fixed at an average rate of 7,69% and an
average maturity of 1,9 years May 2018 JIBAR + 1,45% 450 000 450 000 450 000 450 000
Three-year bond(1) July 2015 JIBAR + 1,34% 400 000# 400 000 400 000# 400 000
Five-year bond – fixed until September 2019 at 9,23% November 2019 JIBAR + 1,5% 200 000 200 000
Commercial paper
Three-month commercial paper(1) October 2015 JIBAR + 0,36% 182 000# 499 000# 182 000# 499 000#
Three-month commercial paper August 2015 JIBAR + 0,36% 190 000# 198 000# 190 000# 198 000#
Total interest-bearing borrowings 6 691 909 7 198 853 4 498 838 5 805 597
African Land – the loan is unsecured, bears no interest and is
payable on demand 761 128
Total non-interest-bearing borrowings 761 128
Reconciliation to the statements of financial position
Non-current 5 919 909 5 185 822 3 726 838 3 792 566
Long-term portion of interest-bearing borrowings 5 919 909 5 185 822 3 726 838 3 792 566
Current 772 000# 2 013 031# 1 533 128# 2 013 031#
Short-term portion of interest-bearing borrowings 772 000# 2 013 031# 772 000# 2 013 031#
African Land 761 128
Total borrowings 6 691 909 7 198 853 5 259 966 5 805 597
(1)
The three-year bond and R300 million of the commercial paper are fixed at an average rate of 9,4% and have an average maturity of 6,6 years.
#
Short term

At year-end, interest rates were fixed in respect of 94,5% (June 2014: 71,4%) of borrowings, at a weighted average rate of 7,1% (June 2014: 7,5%).
The loan to value ratio at year-end was 22,9% (June 2014: 26,6%).
Hyprop Investments Limited
Integrated Report 2015 125

19. Derivative instruments


Derivative instruments comprise interest rate swaps.
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Opening balance as at 1 July (8 851) (13 127) (6 833) (13 127)
Foreign exchange movement on opening
balance (325)
Fair value adjustment 19 556 4 276 35 645 6 294
Balance at end of year 10 380 (8 851) 28 812 (6 833)
The Standard Bank of South Africa Limited
Assets
Non-current Interest rate swap 8 795 8 080 8 795 8 080
Liabilities
Non-current Interest rate swap (9 270) (22 041) (9 270) (22 041)
Rand Merchant Bank
Assets
Non-current Interest rate swap 15 776 23 561 15 776 23 561
Liabilities
Non-current Interest rate swap (21 605) (5 492) (3 173) (3 474)
Nedbank Limited
Assets
Non-current Interest rate swap 28 561 1 337 28 561 1 337
Liabilities
Non-current Interest rate swap (9 248) (14 296) (9 248) (14 296)
Current Interest rate swap (2 629) (2 629)
Balance at end of year 10 380 (8 851) 28 812 (6 833)
Reconciliation to the statements of financial position
Non-current assets 53 132 32 978 53 132 32 978
Non-current liabilities (40 123) (41 829) (21 691) (39 811)
Current liabilities (2 629) (2 629)
Balance at end of year 10 380 (8 851) 28 812 (6 833)

The valuation of the derivative instruments was determined by discounting the future cash flows using the JIBAR or LIBOR swap
curve.
Nominal
Financial institution amount Fixed rate Expiry date Rate
RMB R200 million 8,14% 1/2/2016 JIBAR-linked
RMB R450 million 5,87% 18/4/2018 JIBAR-linked
RMB R300 million 5,83% 13/9/2017 JIBAR-linked
RMB R200 million 7,73% 18/9/2019 JIBAR-linked
RMB USD7 682 773 4,26% 6/5/2018 LIBOR-linked
RMB USD1 783 500 1,67% 17/5/2018 LIBOR-linked
RMB USD1 647 000 1,27% 17/5/2018 LIBOR-linked
RMB USD4 987 500 2,10% 18/5/2020 LIBOR-linked
RMB USD4 500 000 4,47% 17/5/2018 LIBOR-linked
Standard Bank R450 million 7,85% 31/10/2020 JIBAR-linked
Standard Bank R300 million 7,82% 31/10/2023 JIBAR-linked
Standard Bank R100 million 8,04% 9/11/2019 JIBAR-linked
Standard Bank R100 million 7,85% 25/5/2024 JIBAR-linked
Standard Bank R100 million 8,02% 13/8/2018 JIBAR-linked
Standard Bank R100 million 8,50% 3/2/2020 JIBAR-linked
Nedbank R500 million 7,43% 4/1/2021 JIBAR-linked
Nedbank R500 million 7,55% 1/10/2021 JIBAR-linked
Nedbank R500 million 8,59% 4/1/2016 JIBAR-linked
Nedbank R500 million 7,61% 1/9/2021 JIBAR-linked
Nedbank R250 million 7,21% 1/2/2021 JIBAR-linked
Nedbank R250 million 8,54% 2/1/2020 JIBAR-linked
Nedbank R250 million 8,29% 2/1/2020 JIBAR-linked
Further disclosure on the designation of the interest rate swaps is provided in note 38.
Hyprop Investments Limited
126 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

20. Deferred taxation


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
Arising on:
Building appurtenances and tenant installations 127 641 124 284 127 641 124 284
Taxation loss (74 843) (78 122) (74 843) (78 122)
Income received in advance (16)
Other temporary differences (399)
Balance at end of year 52 798 45 747 52 798 46 162
Reconciliation of the movement in the deferred
taxation liability
Opening balance – 1 July 45 747 30 010 46 162 30 265
Building appurtenances and tenant installations 3 358 14 171 3 358 14 171
Prior year deferred taxation adjustment (1 988) (1 988)
Income received in advance 16 10 948 10 964
Utilisation of taxation loss and other temporary
differences 3 677 (7 394) 3 278 (7 250)
Balance at end of year 52 798 45 747 52 798 46 162
Deferred taxation on temporary differences was calculated at
28% (June 2014: 28%)

21. Trade and other payables


Trade creditors and accrued expenses 216 596 148 899 198 510 146 158
Tenant deposits 51 351 91 707 51 351 84 962
Gift cards 7 317 7 969 7 317 7 969
Interest payable 49 216 56 363 49 216 55 367
Phantom share scheme liability (refer to note 26) 1 911 1 123 1 911 1 123
Debtors with credit balances 51 526 40 047 51 526 40 047
Other payables 21 578
Balance at end of year 377 917 367 686 359 831 335 626

22. Interest received


From positive bank balances 5 432 5 468 4 976 4 961
From loans receivable 151 912 60 177 5 352 14 717
157 344 65 645 10 328 19 678

23. Interest paid


Interest-bearing borrowings 511 463 498 030 429 978 458 826
Interest capitalised 2.2 (2 472) (37 664) (2 472) (37 664)
508 991 460 366 427 506 421 162
Hyprop Investments Limited
Integrated Report 2015 127

24. Net operating income


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Net operating income is stated after accounting for the
following:
Contingent rental income (turnover rental) (50 459) (50 503) (50 459) (43 396)
Depreciation 20 054 19 931 19 895 16 431
Loss on write-off of assets 82 2 468 82 2 457
Employee remuneration 118 312 109 137 89 016 81 918
Share-based payments (CUP) (refer to note 26) 6 707 1 649 6 707 1 649
Forex gains (7 804) (2 951) (728) (180)
Key management remuneration
The following key management remuneration was paid/
provided for during the year:
Prescribed officers other than directors:
A 3 033 2 825 3 033 2 825
B 2 250 2 061 2 250 2 061
C 2 227 2 021 2 227 2 021
Directors’ remuneration
Independent non-executive 2 117 1 691 2 117 1 691
Ethan Dube (paid to Vunani Capital Proprietary Limited) 284 223 284 223
Lindie Engelbrecht 471 400 471 400
Gavin Tipper 490 439 490 439
Louis van der Watt (paid to Atterbury Property Holdings
Limited) 235 183 235 183
Mike Lewin 284 223 284 223
Thabo Mokgatlha 353 223 353 223
Non-executive 847 644 847 644
Kevin Ellerine 252 188 252 188
Louis Norval 245 188 245 188
Stewart Shaw-Taylor 350 268 350 268
Executive 13 685 10 396 13 685 10 396
Pieter Prinsloo (CEO) 9 699 6 667 9 699 6 667
Basic salary 3 464 3 139 3 464 3 139
Pension fund contributions 141 127 141 127
Performance bonus (paid in December) 2 625 2 200 2 625 2 200
Other benefits 33 31 33 31
Incentive scheme 3 436 1 170 3 436 1 170
Laurence Cohen (FD) 3 986 3 729 3 986 3 729
Basic salary 1 958 1 798 1 958 1 798
Pension fund contributions 296 270 296 270
Performance bonus (paid in December) 1 650 1 600 1 650 1 600
Other benefits 82 61 82 61
Hyprop Investments Limited
128 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

24. Net operating income continued


Directors’ beneficial interests under the long-term employee incentive scheme (CUP)
Pieter Prinsloo Laurence Cohen
Hyprop shares Hyprop shares
Balance 1 July 2013
Allocated during the year 28 790 15 864
Balance at 30 June 2014 28 790 15 864
Market value of shares at 30 June 2014 (R000) 2 301 1 268
Balance 1 July 2014 28 790 15 864
Allocated during the year 31 207 16 813
Balance at 30 June 2015 59 997 32 677
Market value of shares at 30 June 2015 (R000) 7 260 3 954

25. Auditor’s remuneration


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Auditor’s remuneration – fees paid to external auditors for
the attest function
Audit fee – current year 1 878 1 670 1 696 1 128
1 878 1 670 1 696 1 128
Other auditor’s remuneration
Internal audit fees 1 388 773 1 343 757
Other services 69 28 69 28
1 457 801 1 412 785
Hyprop Investments Limited
Integrated Report 2015 129

26. Employee remuneration


26.1 Phantom share scheme
The Hyprop board recognises that a key factor in the success of the group is the retention and incentivisation of management
and staff. Accordingly, a scheme was formulated to reward employees who make a meaningful and sustainable contribution
to the financial performance of Hyprop by providing them with the opportunity to participate in its future growth. Senior
management and staff were offered this incentive.
The incentive is directly linked to the performance of Hyprop’s shares. Employees were granted “phantom” Hyprop shares at
a notional strike price (the initial price (IP)). Employees receive an award equivalent to the increase in the market value of the
Hyprop share over the initial price. This award is paid in four payments within 30 days after the date on which the relevant
payment is calculated.
The payment is calculated as follows:
Cash bonus = 1/4 AS x (P - IP) - relevant taxes
AS = allocated “phantom” shares
P = volume weighted average traded price of Hyprop shares for the 30 JSE trading days prior to the calculation date
IP = initial price
If the market price of the Hyprop share on the relevant calculation date is not greater than the initial price, no payment is made.
The award is only applicable if the employee is in the employ of Hyprop on the payment date. A total of 222 222 “phantom”
Hyprop shares were in issue at 30 June 2015 (2014: 473 979). The scheme will expire in 2016.
The liability for the “phantom” scheme is measured at fair value at each reporting date. Refer to note 21.
26.2 Equity-settled share-based employee remuneration
On 1 January 2014, the group implemented a long-term employee incentive scheme (the conditional unit plan (CUP)), which
consists of two components – performance shares and the retention shares. Both the performance and the retention
components of the scheme will be settled with Hyprop shares.
The terms and conditions of the long-term employee incentive scheme were approved at the Hyprop annual general meeting
on 5 December 2013.
26.2.1 Performance shares
In terms of the CUP, fully paid awards are made on an annual basis, comprising performance shares and retention shares.
The split between performance shares and retention shares is 70%:30% for all participants.
The performance conditions for the shares allocated as performance shares are as follows:
Q Growth in distribution per share relative to the peer group (weighting 40%)
Q Share price performance relative to the peer group (weighting 40%)
Q Strategic component, which will be determined by the remuneration committee in line with the prevailing
circumstance and projects at the time of the award (weighting 20%).
Each of the performance conditions will be measured over a three-year performance period. Participants must be
employed until the end of the vesting period to be eligible for the award.
26.2.2 Retention shares
Retention shares vest after five years, provided the participant is still employed by the group.
Hyprop Investments Limited
130 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

26. Employee remuneration continued


26.2 Equity-settled share-based employee remuneration continued
26.2.3 Reconciliation of shares allocated in terms of the CUP
Number of
performance Number of
shares retention shares
Unvested at 1 July 2013
Granted 107 563 46 100
Forfeited
Vested
Unvested at 30 June 2014 107 563 46 100
Granted 110 422 47 324
Forfeited (3 368) (1 443)
Vested
Unvested at 30 June 2015 214 617 91 981

Performance shares Retention shares


Tranche 1
Grant date 1 January 2014 1 January 2014
Vesting period ends 31 December 2016 31 December 2018
Fair value of shares at grant date R73,17 R73,17
The inputs used in the measurement of the fair value at grant date were
as follows:
Expected life 3 years 5 years
Volatility 20,00% 20,00%
Interest-free rate after taxation of 28% 5,83% 5,83%
Dividend yield 5,81% 5,81%
Tranche 2
Grant date 1 July 2014 1 July 2014
Vesting period ends 30 June 2017 30 June 2019
Fair value of shares at grant date 78,51 78,51
The inputs used in the measurement of the fair value at grant date were
as follows:
Expected life 3 years 5 years
Volatility 20,00% 20,00%
Interest-free rate after taxation of 28% 5,83% 5,83%
Dividend yield 6,92% 6,92%
The executive directors were allocated the following percentages of the total shares allocated:
Pieter Prinsloo Laurence Cohen
(CEO) (FD)
Tranche 1
Performance shares 19% 10%
Retention shares 19% 10%
Tranche 2
Performance shares 20% 11%
Retention shares 20% 11%
The charge to the statement of comprehensive income for the year ended 30 June 2015 amounted to R6,7 million. As
the above are equity-settled shared-based payments, the accounting treatment recognises the share-based payments
in profit and loss on a straight-line basis over the vesting period, with a corresponding credit to equity.
Hyprop Investments Limited
Integrated Report 2015 131

27. Taxation
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Major components of the taxation expense
Current taxation – current year 12 353 1 896
Current taxation – prior year 33 86 62
Deferred taxation – current year 6 637 17 725 6 637 17 885
Deferred taxation – prior year (1 988) (1 988)
Taxation for the year 19 023 17 719 6 637 15 959
Reconciliation of taxation charge
Net income before taxation at 28% 1 063 608 552 807 1 075 962 509 612
REIT dividend (369 493) (369 493)
Permanent differences (675 445) (562 173) (705 134) (514 721)
Prior year taxation adjustment
Income taxation 33 86 62
Deferred taxation (1 988) (1 988)
Reversal of deferred taxation on investment property disposals (9 082) (9 082)
Deferred taxation asset not recognised 14 384 30 166 19 280
Adjustment in respect of Hyprop Mauritius (4 982) (4 893)
REIT reversal 3 714 3 714
Controlled foreign company income 14 384
Taxation expense recognised in statements of comprehensive
income 19 023 17 719 6 637 15 959
The taxation rate applied in the reconciliations was 28%.
Permanent differences comprise the following:
Change in fair value of:
Investment property (673 968) (463 651) (673 968) (439 226)
Straight-line rental income accrual (16 824) (12 616) (16 824) (12 616)
Derivative instruments (5 476) (1 197) (9 981) (1 762)
Profit on disposal of assets (6 788) (53 413) (6 788) (54 524)
Gain on bargain purchase (28 810)
African Land restructure 24 119
Other 3 492 (2 486) 2 427 (6 593)
Total permanent differences (675 445) (562 173) (705 134) (514 721)
Hyprop Investments Limited
132 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

28. Dividends
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Dividends (2014: debenture interest)
Total distributable income Segmental report 1 319 619 1 319 619
Interim dividend in respect of the six months
ended December 2014 638 633 638 633
Final dividend in respect of the six months
ended 30 June 2015 – to be paid on
25 September 2015 680 986 680 986
Total dividend per share for the year (cents) 543,0 543,0
Interim dividend in respect of the six months
ended December 2014 (cents) 262,7 262,7
Final dividend in respect of the six months
ended 30 June 2015 (cents) 280,3 280,3
Effective from 18 August 2014 (the effective date), Hyprop converted its combined units (with a share linked to a debenture) to an
all-equity capital structure. Refer to note 14 and note 17.
Reconciliation of dividends in the statements of changes in equity to interim dividend
Dividend paid SCE* 639 529 639 034
Dividend received from treasury shares (401) (401)
Dividends declared by African Land to non-
controlling interest (495)
Interim dividend 638 633 638 633
* Statements of changes in equity
Hyprop Investments Limited
Integrated Report 2015 133

29. Earnings and headline earnings


At 30 June 2015, the company had 243 256 092 shares in issue (2014: 243 256 092 combined units).
GROUP GROUP
June 2015 June 2014
R000 R000
Reconciliation – earnings to headline earnings
Profit attributable to shareholders of the company (2014: unitholders) 3 779 576 1 948 487
Debenture interest 1 147 443
Earnings 3 779 576 3 095 930
Headline earnings adjustments (2 457 065) (1 870 232)
Change in fair value of investment property (2 467 113) (1 650 419)
Loss/(profit) on disposal:
Subsidiary 30 011
Investment property (24 243) (4 460)
Associate company (Mantrablox) (17 431)
Impairment of goodwill 4 280 7 779
Amortisation of debenture premium (102 806)
Gain on bargain purchase (African Land) (102 895)
Headline earnings 1 322 511 1 225 698
Total shares (2014: combined units) in issue 243 256 092 243 256 092
Weighted average shares (2014: combined units) in issue 243 256 092 243 195 790
Cents Cents
Earnings and headline earnings per share (2014: combined unit)
Basic and diluted earnings per share (2014: combined unit) 1 553,7 1 273,0
Basic and diluted headline earnings per share (2014: combined unit) 543,7 504,0
Hyprop Investments Limited
134 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

30. Notes to the statements of cash flows


30.1 The following convention applies to figures other than adjustments:
Outflows of cash are represented by figures in brackets.
Inflows of cash are represented by figures without brackets.
GROUP GROUP COMPANY COMPANY
Year to Year to Year to Year to
June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
30.2 Cash generated from operations
Net income before taxation 3 798 599 1 974 309 3 842 722 1 820 044
Adjustments: (2 081 065) (400 859) (2 124 459) (288 944)
Change in fair value: Investment property (2 467 113) (1 655 897) (2 467 113) (1 613 720)
Listed property securities 82 266 82 266
Derivative instruments (19 556) (4 276) (35 645) (6 294)
Impairment: Intercompany loan 5 682
Investment in subsidiary 4 280 7 779
Goodwill 4 280 7 779
(Profit)/loss on disposal: Investment property (24 243) (4 460) (24 243) (4 460)
Listed property securities (168 869) (168 869)
Subsidiary 30 011
Investment in associate (17 431) (21 400)
Share of income from associate (652) (462)
Share of loss from joint venture 17 447
Unrealised foreign exchange gain (728)
Dividends received (44 872) (36 943)
Depreciation 20 054 19 931 19 895 16 431
Share-based payment 6 707 1 649 6 707 1 649
Interest received (157 344) (65 645) (10 328) (19 678)
Interest paid 508 991 460 366 427 506 421 162
Debenture interest paid 1 147 443 1 147 798
Gain on bargain purchase (African Land) (102 895)
Amortisation of debenture premium (102 806) (102 806)
Loss on write-off of assets 82 2 468 82 2 457
Other non-cash items 271 (20) 2
Operating profit before working capital changes 1 717 534 1 573 450 1 718 263 1 531 100
Increase in working capital 21 230 151 895 18 296 153 175
Decrease in receivables 19 620 107 013 14 762 109 463
Increase in working capital included in
held for sale 13 (14 740) (14 740)
Increase in payables 16 350 44 882 18 274 43 712
Cash generated from operations 1 738 764 1 725 345 1 736 559 1 684 275
30.3 Debenture interest paid to unitholders
Interest payable at beginning of year (585 877) (517 831) (585 877) (517 831)
Per statements of comprehensive income (1 147 443) (1 147 798)
Interest payable at end of year 585 877 585 877
(585 877) (1 079 397) (585 877) (1 079 755)
Hyprop Investments Limited
Integrated Report 2015 135

30. Notes to the statements of cash flows continued


GROUP GROUP COMPANY COMPANY
Year to Year to Year to Year to
June 2015 June 2014 June 2015 June 2014
Note R000 R000 R000 R000
30.4 Taxation paid
Taxation payable at beginning of year (298) (5 923)
Per statements of comprehensive income (12 386) (1 982) (62)
Taxation payable at end of year 10 132 298
(2 552) (7 607) (62)
30.5 Dividends received
Dividends receivable at beginning of year 10 445
Per statement of comprehensive income 44 872 36 943
Dividends receivable at end of year (36 164) (10 445)
19 153 26 498
30.6 Proceeds on disposal of held for sale assets
Disposals: Investment property 13 766 326 766 326
Building appurtenances and tenant
installations 13 1 860 1 860
Proceeds on sale of Mantrablox 13 139 000 139 000
Amount due included in loans receivable
(Stoneridge) 10 (45 904) (45 904)
Profit on disposal of investment property 24 243 24 243
746 525 139 000 746 525 139 000
Hyprop Investments Limited
136 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

31. Commitments
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
31.1 Capital commitments
Approved and committed 135 442 334 470 135 442 334 470
Approved but not yet committed 145 493 80 895 145 493 67 534
280 935 415 365 280 935 402 004
Capital commitments approved and committed
comprise the following:
Development costs
– Clearwater 37 270 7 526 37 270 7 526
– Somerset Mall 36 627 36 627
– Hyde Park 28 062 20 565 28 062 20 565
– Rosebank Mall 10 735 287 502 10 735 287 502
– Woodlands Boulevard 7 530 7 530
– Canal Walk 7 288 13 073 7 288 13 073
– Mall Offices 5 522 5 522
– The Glen 1 716 1 748 1 716 1 748
– Atterbury Value Mart 317 4 056 317 4 056
– CapeGate Regional 251 251
– Willowbridge 101 101
– Somerset Value Mart 23 23
135 442 334 470 135 442 334 470
Capital commitments approved but not yet committed 145 493 80 895 145 493 67 534
The above expenditure will be financed out of available cash resources, banking facilities and debt capital market funding.
31.2 Operating expense commitments
Hyprop has entered into various service contracts for the cleaning, upkeep and general maintenance of its investment property
portfolio.
Operating expense commitments payable to service
providers in future years have been classified as follows:
– Short-term contracts (up to one year) 1 534 1 730 1 534 1 257
– Medium-term contracts (greater than one year and up to
five years) Nil Nil Nil Nil
Contracts which can be terminated on one month’s notice have been included for one month only.

32. Minimum lease payments receivable


Minimum lease payments comprise contractual rental income and operating expense recoveries from investment property.
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
The minimum lease payments receivable from tenants
have been classified into the following categories:
– Short term (up to one year) 1 543 812 1 490 846 1 543 812 1 467 087
– Medium term (greater than one year and up to five years) 3 674 989 3 548 906 3 674 989 3 437 303
– Long term (greater than five years) 1 184 463 1 143 826 1 184 463 1 134 748
Hyprop Investments Limited
Integrated Report 2015 137

33. Retirement benefits


GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
All eligible employees are members of a pension fund which is
administered by Evolution Group. The retirement funding and risk-
related benefits are market-related. All benefits from the pension
fund accrue to the members.
The pension fund complies with all current legislation. The group
and company have no commitments for post-retirement medical
aid benefits.
Contributions to the pension fund for group risk benefits are
recognised as an expense 9 246 8 351 8 692 8 049

34. Business combinations and transactions with subsidiary


34.1 Subsidiary acquired
Hyprop acquired an 87% interest in African Land on 5 December 2013 for R768 million. Pre-acquisition dividend received
amounted to R10 million. Effective 1 July 2014, Hyprop's interest in African Land increased to 100%. Refer to note 4.1.
The acquisition was in line with Hyprop’s strategy to expand its investments in prime-quality shopping centres in sub-Saharan
Africa (excluding SA).
Proportion of June 2014
Date of voting equity Consideration
Principal activity acquisition interest acquired transferred
Acquiring income
producing investment
property in sub-
Saharan Africa
African Land (excluding SA) 5 December 2013 87% 758 264
34.2 Assets acquired and liabilities recognised at the date of acquisition(1)
Non-current assets
Investment property (refer to note 2.2) 1 557 394
Building appurtenances and tenant installations (refer to note 3.4) 35 447
Current assets
Trade and other receivables 4 149
Cash and cash equivalents 12 012
Non-current liabilities
Long-term loans (601 008)
Current liabilities
Trade and other payables (18 295)
989 699
(1)
All amounts reflect 100% of acquisition values for African Land

Trade receivables acquired had a fair value and gross contractual amount of R8 million.
The best estimate at acquisition date of the contractual cash flows not expected to
be collected was R4 million, resulting in net trade receivables of R4 million.
34.3 Non-controlling interests
The non-controlling interest recognised at the acquisition date was measured by
reference to the agreements concluded with minority shareholders and amounted to 13% 128 540
The non-controlling interest is recognised at its proportionate interest in the
subsidiary acquired.
Hyprop Investments Limited
138 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

34. Business combinations and transactions with subsidiary continued


June 2014
Consideration
transferred
34.4 Gain on bargain purchase
Consideration transferred 758 264
Less: Fair value of identifiable net assets acquired (861 159)
Gain on bargain purchase (102 895)
The gain on bargain purchase amounting to R102,9 million relates to Hyprop’s acquisition of African Land and was calculated in
terms of IFRS 3 Business Combinations. The gain represents the amount by which the fair value of net assets acquired exceeds
the consideration paid and has no impact on distributable earnings. The initial accounting for the business combination at
31 December 2013 was based on provisional amounts which resulted in a reported gain on bargain purchase of R64,8 million. The
gain on bargain purchase at 30 June 2014 was adjusted retrospectively in accordance with IFRS 3.45.
The gain on bargain purchase arose as a consequence of the effective purchase price for Manda Hill (Lusaka, Zambia) being
lower than the most recent fair valuation of the property.

34.5 Impact of acquisition on results of the group for June 2014


Revenue for the 2014 year includes R78 million attributable to revenue from African Land.
Included in profit for the 2014 year is R62,3 million of profit from African Land.
Had the business combination been effected on 1 July 2013, the total Hyprop consolidated revenue would have been R2,6 billion
and the total Hyprop consolidated profit would have been R1,9 billion.

34.6 Net cash outflow on acquisition of African Land


Consideration transferred 758 264
Cash 747 769
Hyprop units issued 10 495
Less: Cash and cash equivalents acquired (12 012)
Less: Hyprop units issued (10 495)
Net cash outflow 735 757
Hyprop Investments Limited
Integrated Report 2015 139

35. Related parties and related-party transactions


Related parties with whom the group transacted with during the period were:

GROUP GROUP COMPANY COMPANY


June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
AttAfrica
Co-investor with Hyprop
Loan receivable 1 739 053 812 459
Interest received 103 971 45 460
Relationship: co-investor and joint venture
Manda Hill Mauritius
Loan receivable 519 072
Interest received 20 031
Relationship: joint venture
Hyprop Investments Employee Incentive Scheme
Dividend received 753 365
Loan receivable 382
Relationship: subsidiary
African Land
Dividend received 14 941 30 308
Dividend received (pre-acquisition) 10 137
Loan receivable 3 318
Loan payable 761 128
Relationship: subsidiary
Hyprop Mauritius
Loan receivable 9 993 188
Dividend received 27 678 4 770
Relationship: subsidiary
Word4Word
Dividend received 1 500 1 500
Amounts included in trade and other receivables 254
Amounts included in trade and other payables 42
Amounts included in other operating expenses 10 838 12 738
Relationship: subsidiary
Mantrablox
Interest received 4 540 4 540
Relationship: associate
Attacq
Loan receivable 341 341
Interest received 5 167 5 167
Dividend paid by African Land 4 344
Sale of Mantrablox 139 000 139 000
Relationship in 2014: directorial and shareholder of African Land
All related-party transactions were made on terms equivalent to those in similar arm’s-length transactions.
Hyprop Investments Limited
140 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

36. Financial risk management


The group’s financial instruments consist mainly of deposits with banks, loans from banks, loan and trade receivables, interest rate
swaps, payables and foreign currency investments. In respect of the above-mentioned financial instruments, book values approximate
fair value. Exposure to interest rate, credit, liquidity, market, price and currency risks occur in the normal course of business.
Interest rate risk
The group is exposed to interest rate risk due to material interest-bearing borrowings. The risk is managed by maintaining an
appropriate mix between fixed and floating rate borrowings and by the use of interest rate swaps.
Interest rate sensitivity analysis
The sensitivity analysis includes the exposure to interest rates for both derivatives and non-derivative instruments at the end of the
financial year.
For floating rate liabilities it is assumed that the liability outstanding at the end of the year was outstanding for the whole year.
A 150 basis point increase or decrease in interest rates was used in the analysis.
If interest rates had increased/decreased by 150 basis points and all other variables were held constant, the group’s profit for the year
ended 30 June 2015 would increase/decrease by R5,6 million (based on year-end floating debt) and the company’s profit for the year
ended 30 June 2015 would increase/decrease by R2,2 million (based on year-end floating debt).
The group’s sensitivity to interest rates has decreased during the current year due to an increase in the proportion of fixed debt to
95% of total debt (2014: 71%).
Fixed rate agreements and interest swaps
Refer to note 18 and 19 for further detail in respect of fixed rate agreements and interest rate swaps.
The group’s exposure to interest rate risk and interest rates on financial instruments at the reporting date was as follows:
Liquidity and interest rate risk
Weighted
average
effective One year One to More than
interest rate or less five years five years Total
Group Note % R000 R000 R000 R000
Year ended 30 June 2015
Financial assets
Derivative instruments 19 53 132 53 132
Loans receivable 10 53 757 2 258 125 2 311 882
Receivables 11 87 152 87 152
Cash and cash equivalents 12 83 841 83 841
Total financial assets 224 750 2 311 257 2 536 007
Financial liabilities
Borrowings 18 7,12 772 000 5 919 909 6 691 909
Payables 21 377 917 377 917
Derivative instruments 19 2 629 40 123 42 752
Total financial liabilities 1 152 546 5 960 032 7 112 578
Hyprop Investments Limited
Integrated Report 2015 141

36. Financial risk management continued


Weighted
average
effective One year One to More than
interest rate or less five years five years Total
Company Note % R000 R000 R000 R000
Year ended 30 June 2015
Financial assets
Derivative instruments 19 53 132 53 132
Loans receivable 10 67 450 67 450
Receivables 11 78 311 78 311
Cash and cash equivalents 12 62 970 62 970
Total financial assets 208 731 53 132 261 863
Financial liabilities
Borrowings 18 8,43 1 533 128 3 726 838 5 259 966
Payables 21 359 831 359 831
Derivative instruments 19 2 629 21 691 24 320
Total financial liabilities 1 895 588 3 748 529 5 644 117

Weighted
average
effective One year One to More than
interest rate or less five years five years Total
Group Note % R000 R000 R000 R000
Year ended 30 June 2014
Financial assets
Derivative instruments 19 32 978 32 978
Loans receivable 10 47 486 812 459 859 945
Receivables 11 103 686 103 686
Cash and cash equivalents 12 77 353 77 353
Total financial assets 228 525 845 437 1 073 962
Financial liabilities
Debenture capital(1) Variable 5 719 119 5 719 119
Borrowings 18 7,50 2 013 031 5 185 822 7 198 853
Payables 21 367 686 367 686
Combined shareholders for distribution Variable 585 877 585 877
Derivative instruments 19 41 829 41 829
Total financial liabilities 2 966 594 5 227 651 5 719 119 13 913 364
(1)
Transferred to stated capital (converted to equity) in August 2014. Refer to note 14.
Hyprop Investments Limited
142 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

36. Financial risk management continued


Weighted
average
effective One year One to More than
interest rate or less five years five years Total
Company Note % R000 R000 R000 R000
Year ended 30 June 2014
Financial assets
Derivative instruments 19 32 978 32 978
Loans receivable 10 47 674 47 674
Receivables 11 102 629 102 629
Cash and cash equivalents 12 61 257 61 257
Total financial assets 211 560 32 978 244 538
Financial liabilities
Debenture capital(1) Variable 5 730 187 5 730 187
Interest-bearing borrowings 18 8,20 2 013 031 3 792 566 5 805 597
Payables 21 335 626 335 626
Combined shareholders for distribution Variable 585 877 585 877
Derivative instruments 19 39 811 39 811
Total financial liabilities 2 934 534 3 832 377 5 730 187 12 497 098
(1)
Transferred to stated capital (converted to equity) in August 2014
Interest rates are monitored and appropriate steps taken to ensure that Hyprop’s exposure to interest rate fluctuations is limited.
Interest rates have been fixed for periods ranging from 2016 to 2024 with an average maturity of 5,2 years. The average maturity of
the fixed interest rate agreements and interest rate swaps is disclosed in note 18 and 19. The average rate of interest at year-end
(applicable to total debt) was 7,1% (2014: 7,5%). The primary reason for the reduction in the average interest rate for the year was due
to an increase in the proportion that US Dollar funding comprises of total debt.
Credit risk
Credit risk arises from the risk that a counterparty may default or not meet its obligations timeously. Credit risk is limited to the
carrying amount of financial assets at the reporting date.
Receivables
Trade receivables consist of a large, widespread tenant base. The financial position of tenants is monitored on an ongoing basis. An
allowance is made for all specific doubtful debts at year-end. Management does not consider there to be any material credit risk
exposure that is not already covered by a doubtful debt allowance. The carrying value of receivables is considered to be a reasonable
approximation of fair value.
Hyprop Investments Limited
Integrated Report 2015 143

36. Financial risk management continued


Cash and cash equivalents
It is group policy to deposit short-term cash investments with reputable financial institutions.
Liquidity risk
Liquidity risk is the risk that the group will be unable to meet its financial commitments. This risk is minimised by holding cash balances
and by a floating loan facility. In addition, the company regularly monitors forecast cash flows and considers the matching of maturity
profiles of financial assets and liabilities.
Foreign exchange risk
The group operates beyond South African borders and is exposed to foreign exchange risk arising from exposure to the US Dollar.
Foreign exchange risk arises from recognised assets and liabilities and net investments in foreign operations. Currently this exposure
arises through Hyprop’s 37,5% interest in AttAfrica and its 50% interest in Manda Hill Mauritius, via its wholly owned subsidiary, Hyprop
Mauritius. The group hedges the majority of interest rates in respect of US Dollar funding raised to finance investments in sub-Saharan
Africa (excluding SA). US Dollar funding is currently 90% hedged. Income earned from foreign operations is currently not hedged.
Foreign currency exposure at the end of the year
June 2015 June 2014
R000 R000
Non-current assets
Loan to AttAfrica and Manda Hill Mauritius USD183 926 879 (2014: USD76 803 544) 2 258 125 812 459
Current assets
Receivables USD2 948 (2014: USD2 384) 36 25
Cash and cash equivalents USD754 (2014: USD1 160) 9 12
Liabilities
Interest-bearing debt USD178 628 099 (2014: USD74 680 258) 2 193 071 789 998
Derivative instrument USD1 501 278 (2014: 190 837) 18 432 2 019
Taxation USD87 777 (2014: nil) 1 078
Payables USD687 232 (2014: USD99 388) 8 437 3 336
Exchange rates used for conversion of foreign amounts were:
USD 12,28 10,58
If the R/USD exchange rate had decreased/increased by 1% for the year ended 30 June 2015 (2014: 1%), the group’s total consolidated
profit for the year ended 30 June 2015 would have increased/decreased by R0,4 million (2014: R0,5 million).
Hyprop Investments Limited
144 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

37. Capital management


The company’s borrowings are limited to 60% (2014: 60%) of the directors’ bona fide valuation of the consolidated property portfolio,
including listed property securities (if applicable). Following the conversion to a REIT on 1 July 2013, the maximum permitted gearing
ratio per the company’s Memorandum of Incorporation was aligned to the JSE Listings Requirements, which currently permit a
maximum gearing level of 60%.
The company is funded by bank debt, debt capital market funding, and in some instances new equity (formerly debenture capital).
The company’s capital management objective is to maintain a strong capital base to provide sustainable returns to shareholders and
other stakeholders over the long term.
Hyprop’s unutilised borrowing capacity at 30 June can be summarised as follows:
GROUP GROUP COMPANY COMPANY
June 2015 June 2014 June 2015 June 2014
R000 R000 R000 R000
Value of property portfolio 28 565 526 25 819 264 26 226 405 24 174 738
60% thereof 17 139 316 15 491 559 15 735 843 14 504 843
Total gross borrowings (long term and short term) 6 691 909 7 198 853 5 259 966 5 805 597
Unutilised borrowing capacity 10 447 407 8 292 706 10 475 877 8 699 246
Hyprop Investments Limited
Integrated Report 2015 145

38. Fair value hierarchy and financial instruments by category


Accounting policies have been applied to financial instruments as indicated below.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date, regardless of whether that price is directly observable or estimated using another
valuation technique. In estimating the fair value of an asset or a liability, the group takes into account the characteristics of the asset
or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement
date.
In addition, for financial reporting purposes, fair value measurements are categorised into level 1, 2 or 3 based on the degree to which
the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its
entirety. The three levels are explained as follows:
Level 1 – inputs are quoted prices in active markets for identical assets or liabilities that the company can access at the measurement
date. These quoted prices are unadjusted.
Level 2 – inputs are inputs, other than quoted prices included in level 1, that are observable for the asset or liability, either directly or
indirectly.
Level 3 – inputs are unobservable inputs for the asset or liability.
The table below categorises financial instruments and analyses those measured at fair value by the level into which the fair value
measurement is categorised.

Group
Recurring fair value measurements
Assets
Loans and designated
receivables at fair value
at amortised through
cost profit and loss Level 1 Level 2 Level 3
Assets R000 R000 R000 R000 R000
30 June 2015
Derivative instruments(1) 53 132 53 132
Loans receivable 2 311 882
Receivables 87 152
Cash and cash equivalents 83 841
30 June 2014
Derivative instruments(1) 32 978 32 978
Loans receivable 859 945
Receivables 103 686
Cash and cash equivalents 77 353
(1)
Refer to note 19 for revaluation techniques and key inputs
Hyprop Investments Limited
146 Integrated Report 2015

NOTES TO THE FINANCIAL STATEMENTS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

38. Fair value hierarchy and financial instruments by category continued


Group continued
Recurring fair value measurements
Liabilities
designated at
Liabilities fair value
measured through
at amortised profit
cost and loss Level 1 Level 2 Level 3
Liabilities R000 R000 R000 R000 R000
30 June 2015
Loans – non-current 5 919 909
– current 772 000
Derivative instruments(1) 42 752 42 752
Payables 377 917
30 June 2014
Debentures and debenture premium 5 719 119
Loans – non-current 5 185 822
– current 2 013 031
Derivative instruments(1) 41 829 41 829
Payables 367 686
Company Recurring fair value measurements
Assets
designated
Loans and at fair value
receivables at through
amortised profit
cost and loss Level 1 Level 2 Level 3
Assets R000 R000 R000 R000 R000
30 June 2015
Derivative instruments(1) 53 132 53 132
Loans receivable 67 450
Receivables 78 311
Cash and cash equivalents 62 970
30 June 2014
Derivative instruments(1) 32 978 32 978
Loans receivable 47 674
Receivables 102 629
Cash and cash equivalents 61 257
(1)
Refer to note 19 for revaluation techniques and key inputs
Hyprop Investments Limited
Integrated Report 2015 147

38. Fair value hierarchy and financial instruments by category continued


Company continued
Recurring fair value measurements
Liabilities
designated at
Liabilities fair value
measured through
at amortised profit
cost and loss Level 1 Level 2 Level 3
Liabilities R000 R000 R000 R000 R000
30 June 2015
Loans – non-current 3 726 838
– current 1 533 128
Derivative instruments(1) 24 320 24 320
Payables 359 831
30 June 2014
Debentures and debenture premium 5 730 187
Loans – non-current 3 792 566
– current 2 013 031
Derivative instruments(1) 39 811 39 811
Payables 335 626
(1)
Refer to note 19 for revaluation techniques and key inputs

The directors consider that the carrying amounts of financial assets and liabilities recognised at amortised cost in the consolidated
financial statements approximate their fair values. There have been no changes in valuation methodologies during the year.
There have been no significant transfers between level 1, level 2 and level 3 during the year.
The fair value gain (in respect of investment property and all other financial assets) included in profit and loss is R2,4 billion
(2014: R1,5 billion) for the group and R2,4 billion (2014: R1,5 billion) for the company.
Hyprop Investments Limited
148 Integrated Report 2015

SEGMENTAL ANALYSIS
for the year ended 30 June 2015

FINANCIAL STATEMENTS

PROPERTY PORTFOLIO
Value attributable
Rentable area Total value to Hyprop
Business segment Location m2 R000 R000
30 June 2015
Canal Walk Cape Town 156 689 8 416 000 6 732 800
Super regional 156 689 8 416 000 6 732 800
Clearwater Johannesburg 86 081 3 944 000 3 944 000
The Glen Johannesburg 79 665 3 100 000 2 329 830
Somerset Mall Cape Town 66 354 2 450 000 2 450 000
Woodlands Boulevard Pretoria 71 659 2 296 000 2 296 000
Rosebank Mall Johannesburg 80 712 2 495 000 2 495 000
CapeGate Regional Cape Town 63 700 1 534 000 1 534 000
Large regional 448 171 15 819 000 15 048 830
Hyde Park Johannesburg 38 117 2 009 000 2 009 000
Regional 38 117 2 009 000 2 009 000
Atterbury Value Mart Pretoria 47 785 1 112 000 1 112 000
Value centres 47 785 1 112 000 1 112 000
Shopping centres 690 762 27 356 000 24 902 630
Standalone offices Johannesburg 4 510 98 000 98 000
Held for sale(1) 84 800 1 225 775 1 225 775
Sold during 2015
Investment property 780 072 28 679 775 26 226 405
Manda Hill Mauritius 70 893
African Land 10 103
Hyprop Mauritius 2 258 125
Hyprop Investment Employee Incentive Scheme
Word4Word
Fund management
Net interest
Straight-line rental income accrual
780 072 28 679 775 28 565 526
Reconciliation to statement of financial position
Centre management assets 2 274
Held for sale(3) 9 287
Investment in associate 827
Derivative instruments 53 132
Other current assets 224 750
28 855 796
Reconciliation to statement of comprehensive income
A reconciliation of distributable earnings to net income after
taxation is as follows:
Distributable earnings
Change in fair value of investment property
Change in fair value of derivatives
Profit on disposal of investment property
Loss on disposal of investments
Impairment of goodwill
Net income – Hyprop Mauritius
– African Land
– South African subsidiaries
– Joint ventures
– Associates
Dividends received – Hyprop Mauritius
– Word4Word
Capital items not included for distribution purposes
Taxation
Net income after taxation
Shares in issue for distribution per share (excludes treasury shares)
Refer to note 14
Distribution per share (based on distributable earnings)
Note
(1)
Willowbridge, Somerset Value Mart, Lakefield Office Park, Glenwood Office Park and Glenfield Office Park
(2)
Based on 2015 net property income
(3)
Working capital held for sale
Hyprop Investments Limited
Integrated Report 2015 149

STATEMENT OF COMPREHENSIVE INCOME STATEMENT OF FINANCIAL POSITION


Distributable Historic
Revenue earnings yield(2) Receivables Payables Loans
R000 R000 % R000 R000 R000

579 188 412 308 6,8 11 044 61 496


579 188 412 308 11 044 61 496
358 011 245 039 7,1 11 479 30 815
218 999 153 796 7,5 6 603 22 941
231 100 159 387 7,1 6 595 25 011
231 701 152 821 7,0 5 828 6 311
234 353 149 665 8,1 5 734 45 852
167 562 96 472 6,9 10 285 18 679
1 441 726 957 180 46 524 149 609
199 074 130 900 7,4 9 666 33 349
199 074 130 900 9 666 33 349
120 286 89 544 8,1 5 469 10 338
120 286 89 544 5 469 10 338
2 340 274 1 589 932 72 703 254 792
10 563 6 209 6,9 428 971
177 093 104 758 6 504 21 567
89 212 51 288
2 617 142 1 752 187 79 635 277 330

1 762
42 368 36 7 360
27
25 807 4 243 8 806 8 937
(62 001) 5 179 104 068 6 691 909
(417 178)
60 085
2 703 034 1 319 619 93 656 399 484 6 691 909

(6 504) (21 567)

2 703 034 1 319 619 87 152 377 917 6 691 909

1 319 619
2 467 113
19 556
24 243
(30 011)
(4 280)
51 371
8 565
3 707
(17 447)
652
(42 368)
(1 500)
(621)
(19 023)
3 779 576

242 990 433


543
11 21 18
Hyprop Investments Limited
150 Integrated Report 2015

SEGMENTAL ANALYSIS continued


for the year ended 30 June 2015

FINANCIAL STATEMENTS

PROPERTY PORTFOLIO
Value attributable
Rentable area Total value to Hyprop
Business segment Location m2 R000 R000
30 June 2014
Canal Walk Cape Town 157 031 7 580 000 6 064 000
Super regional 157 031 7 580 000 6 064 000
Clearwater Johannesburg 86 028 3 473 000 3 473 000
The Glen Johannesburg 76 849 2 740 000 2 059 269
Woodlands Boulevard Pretoria 71 617 2 196 000 2 196 000
CapeGate Regional Cape Town 63 699 1 400 000 1 400 000
Somerset Mall Cape Town 66 831 2 252 000 2 252 000
Large regional 365 024 12 061 000 11 380 269
Hyde Park Johannesburg 38 345 1 769 000 1 769 000
Regional 38 345 1 769 000 1 769 000
Atterbury Value Mart Pretoria 47 786 1 105 000 1 105 000
Somerset Value Mart Cape Town 12 386 185 000 185 000
Value centres 60 172 1 290 000 1 290 000
Shopping centres 620 572 22 700 000 20 503 269
Standalone offices Johannesburg 4 506 90 000 90 000
Development property(1) Johannesburg 1 849 000 1 849 000
Held for sale(2) 156 061 1 779 000 1 731 000
Manda Hil (African Land) Lusaka, Zambia 44 000 1 618 506 1 408 262
Investment property 781 139 28 036 506 25 581 531
Listed property securities
AttAfrica (Hyprop Mauritius) 812 459 812 459
Word4Word
Fund management
Net interest
Straight-line rental income accrual
781 139 28 848 965 26 393 990
Reconciliation to statement of financial position
Held for sale(4) 20 601
Other non-current assets 39 328
Other current assets 228 525
African Land(5) 235 974
Word4Word 289
26 918 707
Reconciliation to statement of comprehensive income
A reconciliation of distributable earnings to net income after taxation is as follows:
Distributable earnings
Debenture interest
Change in fair value – Investment property
– Derivatives
– Listed property securities
Profit on disposal – Investment property
– Associate company (Mantrablox)
– Listed property securities
Gain on bargain purchase (African Land)
Amortisation of debenture premium
Impairment of goodwill
Net income – Hyprop Mauritius
– African Land (Manda Hill Shopping Centre)
Dividends received – Hyprop Mauritius
– African Land (Manda Hill Shopping Centre)
Capital items not included for distribution purposes
Deferred taxation (listed property securities and other)
Net income before taxation
Units in issue for distribution per unit (excluding treasury shares). Refer to note 14
Distribution per unit (based on distributable earnings)
Note
(1)
Rosebank Mall and Mall Offices – transferred to development property from September 2012
(2)
Willowbridge, CapeGate Lifestyle, Stoneridge, Lakefield Office Park, Glenwood Office Park and Glenfield Office Park
(3)
Based on 2014 net property income
(4)
Other assets and liabilities held for sale
(5)
Building appurtenances, tenant installations and non-controlling interest of African Land
Hyprop Investments Limited
Integrated Report 2015 151

STATEMENT OF COMPREHENSIVE INCOME STATEMENT OF FINANCIAL POSITION


Distributable Historic
Revenue earnings yield(3) Receivables Payables Loans
R000 R000 % R000 R000 R000

545 252 379 254 6,7 12 923 52 340


545 252 379 254 12 923 52 340
336 499 224 585 7,0 15 400 54 063
214 218 143 198 7,7 2 102 22 982
214 842 142 336 7,5 24 709 41 845
157 166 91 674 7,4 10 653 26 485
166 624 116 017 6 923 16 803
1 089 349 717 810 59 787 162 178
179 905 120 000 7,7 8 986 35 453
179 905 120 000 8 986 35 453
112 551 83 714 8,5 6 028 22 836
22 692 14 466 7,8 1 284 5 809
135 243 98 180 7 312 28 645
1 949 749 1 315 244 89 008 278 616
10 039 5 070 6,2 472 992
121 808 63 302 9 136 23 362
257 902 146 084 17 646 53 755
77 953 30 308 (1 987) 22 404
2 417 451 1 560 008 114 275 379 129
37 265 37 265
4 770 25 3 336
15 008 3 180 3 020 5 898
(55 139) 4 012 33 078 7 198 853
(401 484)
45 055
2 514 779 1 148 600 121 332 421 441 7 198 853

(17 646) (53 755)

2 514 779 1 148 600 103 686 367 686 7 198 853

1 148 600
(1 147 443)
1 650 419
4 276
(82 266)
4 460
17 431
168 869
102 895
102 806
(7 779)
20 929
17 590
(4 770)
(30 308)
(1 325)
(15 897)
1 948 487
243 102 433
472
11 21 18
Hyprop Investments Limited
152 Integrated Report 2015

SHAREHOLDER ANALYSIS
at 30 June 2015

SHAREHOLDER INFORMATION

Number of Number of
Shareholder spread shareholders % shares %
1 – 1 000 shares 5 831 52,39 2 744 396 1,13
1 001 – 10 000 shares 4 343 39,02 13 118 389 5,39
10 001 – 100 000 shares 733 6,59 22 150 798 9,11
100 001 – 1 000 000 shares 176 1,58 53 972 456 22,19
1 000 001 shares and over 48 0,42 151 270 053 62,18
Total 11 131 100,00 243 256 092 100,00

Number of Number of
Distribution of shareholdings shareholders % shares %
Banks 116 1,04 45 685 633 18,78
Close corporations 96 0,86 431 572 0,18
Endowment funds 197 1,77 2 243 131 0,92
Individuals 7 500 67,39 13 701 447 5,63
Insurance companies 62 0,56 12 583 628 5,17
Investment companies 29 0,26 1 946 617 0,80
Medical schemes 19 0,17 392 469 0,16
Mutual funds 261 2,34 75 520 349 31,05
Other corporations 58 0,52 90 406 0,04
Own holdings 1 0,01 153 659 0,06
Private companies 301 2,70 8 216 132 3,38
Public companies 8 0,07 4 865 738 2,00
Retirement funds 230 2,07 64 978 815 26,71
Trusts 2 253 20,24 12 446 496 5,12
Total 11 131 100,00 243 256 092 100,00

Number of Number of
Public/non-public shareholdings shareholders % shares %
Non-public shareholders 9 0,08 37 841 694 15,56
Directors of the company 7 0,06 4 033 369 1,66
Strategic holdings (more than 10%) 2 0,02 33 808 325 13,90
Public shareholders 11 122 99,92 205 414 398 84,44
Total 11 131 100,00 243 256 092 100,00

Number of
Beneficial shareholders holding 5% or more shares %
Government Employees Pension Fund 33 808 325 13,90
Stanlib 13 005 869 5,35
Total 46 814 194 19,25
SHAREHOLDERS’ DIARY

Financial year-end 30 June


Publication of financial results 1 September 2015
Annual general meeting 30 November 2015
Integrated report available to shareholders October 2015
Publication of interim report March 2016

DISTRIBUTION DETAILS
2015 2014
(cents per share) (cents per combined unit)
Six months ended:
30 June 280,3 241,0
31 December 262,7 231,0
543,0 472,0

ADMINISTRATION
Registered office and business address Transfer secretaries
Registration number: 1987/005284/06 Computershare Investor Services Proprietary Limited
2nd Floor, Cradock Heights, 21 Cradock Avenue, Rosebank, 2196 Ground Floor, 70 Marshall Street
PO Box 52509, Saxonwold, 2132 Johannesburg, 2001
Tel: +27 11 447 0090 PO Box 61051, Marshalltown, 2107
Fax: +27 11 447 0092
Website: www.hyprop.co.za Independent auditors
Grant Thornton
Corporate adviser and sponsor (Member firm Grant Thornton International)
Java Capital @GrantThornton
2nd Floor, 6A Sandown Valley Crescent, Wanderers Office Park
Sandton, 2196, JHB 52 Corlett Drive
Illovo
Company secretary 2196
CIS Company Secretaries Proprietary Limited
Ground Floor, 70 Marshall Street
Johannesburg, 2001
PO Box 61051, Marshalltown, 2107

BASTION GRAPHICS
PROPERTY INVESTMENT EXCELLENCE
2nd Floor
21 Cradock Avenue
Cradock Heights
Rosebank 2196

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