HYPROP Investments 2015
HYPROP Investments 2015
HYPROP Investments 2015
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
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.
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
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
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 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%
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
Developments,
expansion and acquisitions
Dispose of
non-core assets
Hyprop Investments Limited
6 Integrated Report 2015
CHAIRMAN’S REPORT
2015 IN PERSPECTIVE
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 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
Hyprop delivered
excellent investment
returns to shareholders
for the year to 30 June
2015, despite the low GDP
growth in South Africa.
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
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
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.
1,6
June June
1,5 2015 2014
1,2
1,1
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
Absa 1.8
Pieter Prinsloo
Public Investment Corporation 1.7 Chief executive officer
Hyprop Investments Limited
12 Integrated Report 2015
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
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
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
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
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%
22%
Hyprop Investments Limited
18 Integrated Report 2015
GROUP
OVERVIEW
Hyprop Investments Limited
20 Integrated Report 2015
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.
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%
* Under development
Hyprop Investments Limited
Integrated Report 2015 21
COMPANY STRUCTURE
Board of directors
Chief executive officer – Pieter Prinsloo (50)
BSc (QS)
Regional executive
Nicole Greenstone (47) Hyde Park Corner The Glen
BA (hons), HDipEd, national diploma
Johannesburg real estate (valuations)
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)
DIRECTORATE
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 *
* 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
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
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
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
Lease renewals and tenant retention Q Discounted rentals to retain tenants Medium
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.
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
Strategic Severity
Key risk Probable effects of risk
objective
Acquisitions, developments
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
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 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 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
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 (%)
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.
OPERATIONAL
REVIEW
Hyprop Investments Limited
36 Integrated Report 2015
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
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)
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
Trading density
Per month (R/m2)
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
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
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.
CLEARWATER MALL
Large regional
The prime shopping destination in Johannesburg’s western suburbs,
located in a rapidly expanding residential corridor.
WOODLANDS BOULEVARD
Large regional
Ideally situated near the exclusive Woodhill Golf Estate and known as the
“fashion capital” of Pretoria.
SOMERSET MALL
Large regional
Situated in the scenic foothills of the Helderberg, the mall has become an
indispensable part of the community.
ROSEBANK MALL
Situated in the heart of cosmopolitan Rosebank, Rosebank Mall
provides amenities to a wide range of shoppers, business executives and
international visitors.
SOCIAL AND
ETHICS REVIEW
Hyprop Investments Limited
46 Integrated Report 2015
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
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
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
2015 2014
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
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.
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
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.
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
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
The added BBBEE value included use of facilities for events, staff resources and donations received from staff and stakeholders.
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).
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
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
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.
To better monitor the effectiveness of these initiatives and year-on-year consumption patterns, we began calculating our energy use intensity in 2013.
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
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.
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
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
CORPORATE GOVERNANCE
CORPORATE
GOVERNANCE
Hyprop Investments Limited
60 Integrated Report 2015
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.
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
CORPORATE GOVERNANCE
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
+ Chapter 6: Compliance with laws, rules, codes and standards AAA Applied
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
COMMITTEE STRUCTURE
The chairmen of key committees – audit, remuneration and nomination, and social and ethics – are all independent non-executive directors.
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.
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
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
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.
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.
ANNEXURES
ANNEXURES
Hyprop Investments Limited
70 Integrated Report 2015
HISTORY
ANNEXURES
STAKEHOLDER ENGAGEMENT
ANNEXURES
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
Applied/
partially
Principle Board requirement Comment applied/
not
applied
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.
2.5 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
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
Applied/
partially
Principle Board requirement Comment applied/
not
applied
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
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
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
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
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.
Johannesburg
31 August 2015
Hyprop Investments Limited
78 Integrated Report 2015
FINANCIAL STATEMENTS
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:
Auditors
Grant Thornton will continue in office in accordance with part C of
section 90 of the Companies Act of South Africa.
FINANCIAL STATEMENTS
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
FINANCIAL STATEMENTS
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.
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.
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.
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.
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
FINANCIAL STATEMENTS
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.
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.
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
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.
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.
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
FINANCIAL STATEMENTS
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.
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.
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.
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.
External costs directly attributable to the issue of new shares are shown as a deduction from equity.
FINANCIAL STATEMENTS
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 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).
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.
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
1.19 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.
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.
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
FINANCIAL STATEMENTS
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.
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.
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).
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.
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.
The impact of discounting is not material for short-term loans, trade debtors and creditors.
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.
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.
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
FINANCIAL STATEMENTS
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.
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 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 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
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 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 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 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.
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 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 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 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 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 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.
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
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
FINANCIAL STATEMENTS
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%
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
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
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.
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
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
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
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
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
FINANCIAL STATEMENTS
Management believes that there are no significant trade receivables that are doubtful that have not been provided for as doubtful
debts or written off.
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
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)
FINANCIAL STATEMENTS
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
FINANCIAL STATEMENTS
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
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
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
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
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
FINANCIAL STATEMENTS
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.
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
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
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
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
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
FINANCIAL STATEMENTS
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
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
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
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
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
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