REDEFINE INTERNATIONAL P.L.C. · Earnings available for distribution per share (p) 1.63 1.55 3.28...

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REDEFINE INTERNATIONAL P.L.C.

(“Redefine International” or the “Company” or the “Group”)

(A UK-REIT incorporated in the Isle of Man)

(Registration number 010534V)

LSE share code: RDI

JSE share code: RPL

ISIN: IM00B8BV8G91

RESULTS FOR THE SIX MONTHS ENDED 28 FEBRUARY 2015

PORTFOLIO STRATEGY DELIVERS CONTINUED INCOME GROWTH

Redefine International, the FTSE 250 income focused UK-REIT, which has a primary listing on the London Stock

Exchange and a secondary listing on the Johannesburg Stock Exchange, today announces its results for the six

months ended 28 February 2015.

HIGHLIGHTS

Six months ended Six months ended Full year ended

£m 28 February 2015 28 February 2014 31 August 2014

Profit/(loss) attributable to equity shareholders 35.2 (0.9) 95.2

Earnings available for distribution 21.4 17.9 39.1

Earnings available for distribution per share (p) 1.63 1.55 3.28

Dividend per share (p) 1.60 1.50 3.20

Adjusted NAV per share (p) 41.31 38.14 40.54

Pro-forma Adjusted NAV per share (p)(1)

42.40 38.14 40.54

LTV(2)

45.1% 53.0% 48.1%

Cash(3)

56.3 85.2 90.4

1. Includes share placement at a 30.3% premium to the Adjusted NAV post the period end

2. Excluding non-core assets and debt and adjusted for post period end capital raise

3. Excludes net capital raising proceeds of £70.0m post period end

Financial

Earnings available for distribution £21.4m (28 February 2014: £17.9m), an increase of 19.6%

Interim dividend 1.60p per share (28 February 2014: 1.50p per share), an increase of 6.7%

Weighted average earnings available for distribution 1.63p per share (28 February 2014: 1.55p per share)

Basic earnings per share 2.70p (28 February 2014: 0.08p loss)

Adjusted NAV per share 41.31p (31 August 2014: 40.54p), an increase of 1.9%

Pro-forma Adjusted NAV (post capital raising) 42.40p (31 August 2014: 40.54p), an increase of 4.6%

Balance sheet strengthened with pro-forma Group LTV reduced to 45.1% (31 August 2014: 48.1%)

Cash balances of approximately £72.5m available for investment following proceeds of post period end capital

raise, Delta acquisition and committed transactions

Operating

Significant progress on development and asset management initiatives

Occupancy remains high and stable at 97.6% (31 August 2014: 97.6%)

Agreement for lease signed with Primark to develop a new 5,200 sqm store, in Ingolstadt, Germany

Acquisition of German retail portfolio valued at €156.8m in joint venture with Redefine Properties

Acquisition of DoubleTree Hilton hotel in Edinburgh for £25.3m

Acquisition of a further 44.9% interest in the Premium portfolio for €3.6m (£2.8m)

Sale of COOP portfolio (Switzerland) exchanged for CHF 36.0m (£24.5m)

Legacy non-core asset disposals now largely completed

Corporate

Successful equity placement raising gross proceeds of £70.9m post period end

Board strengthened with appointments of Elisabeth Stheeman and Robert Orr as non-executive directors

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Greg Clarke, Chairman, commented:

“Following another busy period, today’s results represent a solid step forward for the Company and demonstrate

further progress in its aim to be a stronger, more resilient business focused on increasing returns to shareholders.

Earnings available for distribution have grown by almost 20% and, with that, we have been able to increase the interim

dividend by 6.7% to 1.60p per share. The pro-forma LTV has been further reduced and, following the recent

successful capital raise, Redefine International is in good shape to pursue its investment strategy and to further drive

portfolio performance against an improving economic backdrop.”

Mike Watters, Chief Executive, commented:

“The review period has again been characterised by high levels of activity across all areas of our business as we

continue to strengthen the asset base and key drivers underpinning our progressive dividend policy.

“A number of refurbishment and development projects have improved existing assets, while significant acquisitions

have expanded the portfolio, in-keeping with our focus on the core retail, commercial and hotel real estate sectors in

the UK and Germany. In addition, we have taken advantage of the strong investment market to dispose of non-core

holdings.

“The delivery of sustainable and growing long term income through innovative capital and asset management,

facilitated by capital recycling, remains our core objective. Our emphasis on building strong management teams to

extract maximum value from our asset base is also paying off. In an era of a seemingly limitless supply of capital, we

have to remain highly energised to stay ahead of the competition and we are confident that we are in a strong position

to do so.”

Meeting, webcast and conference call

A meeting for analysts and investors will take place today at 09.00 (UK local time) at FTI Consulting, 200 Aldersgate,

Aldersgate Street, London, EC1A 4HD. The meeting can also be accessed via a conference call dial in facility and

webcast link, starting at 09.00am (UK time) 10.00am (SA time), using the details below. The presentation will be

made available on the Company’s website http://www.redefineinternational.com/investor-relations/financial-reports.

Conference call

Dial in numbers: United Kingdom Local +44(0)20 3427 1912 and South Africa Local +2711 019 7075

Confirmation Code: 9293328

Webcast link: http://webcasting.brrmedia.co.uk/broadcast/137022

For further information, please contact:

Redefine International P.L.C. Michael Watters, Stephen Oakenfull Tel: +44 (0) 20 7811 0100 FTI Consulting UK Public Relations Adviser Dido Laurimore, Claire Turvey, Ellie Sweeney Tel: +44 (0) 20 3727 1000 FTI Consulting SA Public Relations Adviser Max Gebhardt Tel: + 27 (0) 11 214 2402 JSE Sponsor Java Capital Tel: + 27 (0) 11 283 0042

http://www.redefineinternational.com/investor-relations/financial-reports

http://webcasting.brrmedia.co.uk/broadcast/137022

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Business Review

Delivering on our strategy

We are focused on providing sustainable and growing income returns to shareholders. The portfolio is continually

being repositioned to recycle capital into assets where we see value, and to maintain a property portfolio that provides

a balance between defensive investments and assets that can be improved or repositioned with active asset

management.

The business has been transformed in recent years to:

Enhance the quality of the portfolio;

Provide a transparent corporate structure;

Attract a diverse shareholder base resulting in improved liquidity;

Significantly reduce leverage, and

Extend the debt maturity profile.

The actions we have taken have provided a better quality, more resilient portfolio together with a lower risk capital

structure.

Secure income

Our tenants provide a diverse source of high quality income backed by strong covenants. Over 68% of gross income

is derived from foodstores, national retailers and companies, discounters, DIY stores and government bodies.

Gross rental income by tenant type

28 February 2015 UK Europe Total

% of Total

Foodstores 4.8 6.9 11.7 16%

National retailers and companies 17.9 7.6 25.5 34%

Discounters (major brands) 2.2 - 2.2 3%

DIY (national operators) - 1.4 1.4 2%

Government 6.2 3.3 9.5 13%

Petrol filling stations and Kwik Fit portfolio 2.5 - 2.5 3%

Hotels 14.4 - 14.4 19%

Other 5.1 2.5 7.5 10%

Total 53.1 21.7 74.7 100%

Notes

Figures reflect the Group’s share of joint ventures

Figures exclude the Group’s investment in Cromwell

Excludes non-core assets

Exposure to different sectors and geographies

Our portfolio is diversified by sector and geography but is consistent in its focus on income. Over 40% of the portfolio

by value is located in London and the five largest German cities.

Income focused asset management

As an income focused business, we manage all aspects of our revenue and costs at both a property and corporate

level in order to maximise income available for distribution. We are focused on a number of areas to drive net income

growth, including:

Capturing rental growth from improving occupier markets

The recent improvement in occupier markets across a number of the sectors in which the Group operates is providing

increasing support for rental growth.

Discount and convenience retailing is one sector in particular that remains on a growth trajectory with operators such

as B&M Bargains, Home Bargains, Poundland and Iceland looking to expand their UK footprint. We are seeking to

capture demand for space and rental growth through the provision of new space at our convenience retail centres,

such as the planned further £5.0m extension at Birchwood, Warrington.

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Improving regional office market dynamics resulting from of a limited supply of Grade A space, the removal of

significant amounts of tertiary stock through residential and student accommodation conversions and improved

economic prospects have created opportunities to reinvest within our portfolio at marginal returns in excess of what

can be achieved in the investment market. A planning application to redevelop the entrance and provide new tenant

amenities has been submitted for the 88,000 sqft Crescent Centre in Bristol. Rental levels of £13 - £15 per sqft are

being targeted post refurbishment from the current average level of £11.40 per sqft.

Creating new income streams

Ongoing improvements in our markets are creating demand-led opportunities to develop new retail space at a number

of our convenience led retail schemes. Developments detailed below at Birchwood, Seaham and Weston Favell are all

creating additional space for existing or new tenants.

The strength of the London limited service hotel market continues with PwC forecasting RevPAR growth in London of

5.1% in 2015. A further 21 hotel rooms are to be developed for Travelodge at Enfield and planning for a further 12

bedroom extension to the Holiday Inn Express, Southwark has been approved. Consideration is also being given to

the addition of between 50 and 80 bedrooms to the Holiday Inn Express at Royal Docks.

Investment activity

We remain opportunistic in terms of new investments and are continually looking to acquire real estate assets with

strong fundamentals and the ability to generate long term income streams with potential for growth. We continue to

identify opportunities to make earnings accretive acquisitions with the potential for capital growth through asset

management.

Uncommitted cash balances of approximately £88.2m were available to invest following the capital raising post period

end, of which £15.7m was utilised to acquire the final three office assets in the Delta portfolio.

Acquisitions of properties with a value of £142.5m (excluding acquisition costs) were completed during the period. In

addition, a further 44.9% interest was acquired in the Premium portfolio for €3.6m.

German retail portfolio

The Company completed the acquisition of 56 German retail properties in joint venture with Redefine Properties in

February 2015. The €156.8m market value of the properties reflected a net initial yield of 7.5%. The €100.0m of

existing bank debt secured against the properties is to be refinanced at approximately 50% LTV and post refinancing

is expected to produce a yield on equity in excess of 11.0%.

The portfolio totals over 128,000 sqm of lettable area and comprises a mix of stand-alone supermarkets, foodstore

anchored retail parks and cash and carry stores. The properties are well located within their respective micro markets,

with 85% of the total annual rental income located in western Germany and Berlin and the remainder in eastern

Germany. Key portfolio attributes include:

Gross rental income of €12.6m with a WAULT of 10.3 years

Portfolio occupancy of 99.2% by area

100% of gross rental income is subject to indexation of between 65% - 75% of German CPI

Edeka, Netto, Rossmann and Real account for over 90% of gross rental income providing strong tenant covenants

The portfolio provides exposure to high quality, secure, indexed-linked cashflows with opportunities to extend existing

stores and re-gear leases.

Redefine International will manage the portfolio in return for a management fee of 0.375% of Redefine Properties

share of the portfolio’s gross asset value. The transaction is Redefine Properties’ first direct investment in Europe and

allows Redefine Properties to benefit from Redefine International’s experienced European asset management team.

DoubleTree by Hilton Hotel, Edinburgh

This 138 bedroom hotel was acquired in September 2014 for £25.3m (excluding acquisition costs of £1.6m) reflecting

a net initial yield of 6.9%. The hotel was extensively refurbished and rebranded prior to acquisition and provides high

quality flexible accommodation suited to both business travellers and tourists. The hotel was and will continue to be

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managed by RedefineBDL, the Company’s 25.3% associate. Since acquisition the hotel has traded in line with

expectations.

Premium portfolio, Germany

During the period, the Company acquired an additional 44.9% interest in the Premium joint venture for an equity

consideration of £2.8m. The portfolio has a current market value of €33.6m (£24.4m) reflecting a net initial yield of

6.9%.

Delamere Place, Crewe

On 21 April 2015, the Company exchanged contracts to dispose of Delamere Place, Crewe for a net amount of

approximately £5.5m. The asset was revalued to £5.5m in the current period.

Delta portfolio

The Company exchanged contracts to acquire the final three office assets in the Delta portfolio from the current

security pool for approximately £15.7m post period end. The net proceeds will be utilised to repay the existing Delta

facility. The acquisition price reflected a net initial yield of 13.0%.

A number of asset management opportunities exist to create value from these high yielding assets including:

Edgbaston - the potential to convert the existing 46,000 sqft office building to residential or hotel use;

Leeds - advanced discussions are in progress with the Home Office to regear the lease over 36,000 sqft for a term

of four years; and

Plymouth – the potential to regear the lease over 60,000 sqft with existing Government occupiers.

COOP portfolio, Switzerland

The sale of the COOP portfolio in Switzerland was exchanged for CHF 36.0m (£24.5m). Completion of the sale is

expected prior to 31 August 2015. Following completion of the sale, the Company will no longer have any exposure to

the Swiss market. These properties are classified as Assets Held for Sale at 28 February 2015.

Development projects

Our development activity is focused on opportunities within the portfolio to meet tenant demand, modernise assets to

meet occupier requirements and capture rental growth where demand is strong. A recovery in occupier markets

generally has led to increased development activity within the portfolio. Key capital projects include:

Primark, Ingolstadt

A conditional agreement for lease was signed with Primark in January 2015 for a new 5,200 sqm (56,000 sqft) store in

the City Arcaden Shopping Centre in Ingolstadt, Germany. The Primark lease will support a complete redevelopment

of the centre to accommodate the new store. Once completed, the scheme is expected to provide approximately

7,700 sqm of net retail space which includes an existing H&M store. A further 1,100 sqm of office space on the same

site is also planned for redevelopment, in addition to 15 residential units totalling approximately 1,300 sqm.

The shopping centre is in a prominent location on Ludwigstrasse, one of the prime retail streets in Ingolstadt, in the

State of Bavaria. The introduction of Primark is expected to significantly strengthen the retail offering within the town

and the surrounding areas, encouraging additional footfall.

Weston Favell, Northampton

Following the acquisition of Weston Favell in December 2013 a phased redevelopment plan has been initiated to

modernise the centre. Planning was secured in November 2014 for the rebranding of the centre and the

reconfiguration of the scheme entrance on the lower ground floor. The redevelopment will include a new entrance and

a reinstatement of the original atrium to bring natural light into the scheme. Works have commenced and are expected

to complete in September 2015. This first phase is expected to support the future redevelopment of other areas within

the scheme.

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Birchwood, Warrington

Following the completion of the £6.5m redevelopment and car park extension, a further £5.0m extension is planned to

accommodate demand from discount retailers, a foodstore operator and A3 (restaurant) uses. Birchwood is a good

example of the strength and growth of discount retail in the UK.

The terms being discussed with potential new tenants represent materially higher rents than comparable units within

the existing centre. The successful development of these new units is expected to provide a yield on cost of

approximately 8.5% as well as providing strong rental evidence for the rest of the centre.

Travelodge, Enfield

Terms have been agreed with Travelodge to lease an additional 21 rooms at Enfield which will be developed within

the existing vacant space on the ground floor. The lease term will be co-terminus with the existing lease which

expires in June 2047. Planning approval has been received and works are expected to commence in June 2015 and

to complete in November 2015.

Capital projects summary

Scheme Description Start Capex (£m) Yield on cost (est.)

City Arcaden, Ingolstadt Redevelopment for Primark anchored scheme In progress 9.1 6.7%

Weston Favell, Northampton Mall reconfiguration and rebranding In progress 3.9 n/a

Travelodge, Enfield Development of 21 additional rooms In progress 1.0 11.3%

Birchwood, Warrington Mall units for discount operators Q1 2016 5.0 8.5%

Byron Place, Seaham Two new pre-let units under negotiation In progress 0.7 8.0%

Delta 900, Swindon Refurbishment for new letting of vacant space Q2 2016 0.9 14.0%

St Georges, Harrow Potential 100,000 sqft extension Q2 2017 25.0(1)

6.5%

Crescent Centre, Bristol New reception and tenant amenities Q1 2016 2.0 10.0%

Grand Arcade, Wigan Conversion of vacant space to A3 use Q1 2016 0.8 7.5%

Holiday Inn Express, Southwark Development of 12 additional rooms Q3 2015 2.4 8.1%

Bahnhof Altona, Hamburg Potential major redevelopment and extension(2)

- 40.0 - (1)

Indicative cost budget

(2) Costs subject to proposed scheme, indicative only

Portfolio summary

£m

% of portfolio

by market value

Market value

28 February

2015 Area (m2)

Gross rental

income ERV Net initial

yield WAULT (years)

Voids

(by area)

UK Retail 32.9% 344.3 176,133 27.7 29.0 6.5% 9.3 4.2%

UK Commercial 13.8% 144.7 99,692 10.9 10.2 6.8% 8.5 1.4%

UK Hotels 21.1% 221.2 41,323 14.4 14.5 6.2% 11.7 1.5%

UK total 67.8% 710.2 317,148 53.0 53.7 6.4% 9.8 2.9%

Europe 30.3% 317.9 210,482 21.6 21.0 5.8% 7.1 1.6%

Total (excl. non-core assets) 98.1% 1,028.1 527,630 74.6 74.7 6.2% 9.0 2.4%

Non-core portfolio 1.9% 20.1 26,228 3.8 2.5 17.5% 1.9 0.0%

Total 100% 1,048.2 553,858 78.4 77.2 6.4% 8.7 2.3%

Notes


The above table excludes the Group’s investment in the Cromwell Property Group which had a market value of £101.8m at 28 February 2015

Non-core assets include the Hague and the remaining three Delta assets

UK Retail

The market is showing encouraging signs of improvement evidenced by the majority of our centres being close to full

occupancy. The discount and convenience sectors are leading the way and are actively taking on new space. As a

number of new operators are not yet at their target portfolio size, we foresee further opportunities for lettings and

development within our portfolio.

Vacancy by area reduced to 4.2% (August 2014: 4.6%). 12 lettings and renewals were completed totalling £0.58m

p.a. across 44,800 sqft at an average of 5.6% below ERV; the number of transactions providing little evidence for the

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portfolio as a whole. One open market rent review was completed totalling £0.93m reflecting a 13.1% increase over

passing rent. Of more consequence was the £0.76m gain in net income during the period reflecting a combination of

new rental income and the removal of landlord costs on vacant units.

Post period end, a number of successful lettings were completed adding rental income of £164,000 and increasing net

income by approximately £293,000 as a result of the associated reduction in landlord costs and shortfalls.

The portfolio was valued at £344.3m, a 1.8% increase over the six month period. Performance within the portfolio was

mixed, with successful asset management and leasing initiatives at Grand Arcade, Birchwood, St Georges and Byron

Place driving strong uplifts, whereas a lower net operating income and valuations at West Orchards and Crewe diluted

the overall valuation movement.

Consumer & Brand Engagement

The UK Retail portfolio has seen strong returns from a strategic focus on digital and social communication channels

during the period, with growth across key mediums including Facebook and Twitter. The portfolio has also

strengthened its ‘owned’ data with continued growth in shopping centre app downloads and consumer

databases. The results to date create strong foundations for the portfolio to embed the shopping centre brands, and

the retailer brands therein, into the lives of existing and potential shoppers, creating brand loyalty and driving

frequency of visit, dwell time and spend. The increased online and social media presence of the shopping centre

brands also establishes a digital currency for the portfolio which will be utilised going forward in order to drive brand

partnerships and third party opportunities.

Offline engagement has also been a focus for the portfolio via commercialisation efforts. Experiential and promotional

activities on the malls increased during the period with income from brand partnerships currently up 15% against

target. This type of activity assists in creating theatre in the shopping centres by entertaining and educating shoppers

whilst exposing them to new brands and services in addition to driving non-core income.

UK Retail Half year

28 February 2015

Half year

28 February 2014

Full year

31 August 2014

Income metrics

Gross rental income (£m annualised) 27.7 26.5 27.4

ERV (£m) 29.0 28.9 29.0

Occupancy % (by area) 95.8 95.4 95.4

Occupancy % (by ERV) 95.9 95.4 95.0

Lettable area (sq ft 000s) 1,895 1,885 1,891

WAULT (years) 9.3 10.1 9.7

Indexation and fixed increases 23.1% 19.7% 22.6%

Valuation metrics

Market value (£m) 344.3 331.6 338.2

Net initial yield 6.5% 6.9% 6.6%

Equivalent yield 7.3% 7.7% 7.8%

Notes


UK Commercial

Investment into regional offices remained strong with investors looking for higher yielding investments. The sharp

reduction in supply as a result of residential, student accommodation and hotel conversions together with limited

development activity has led to a reduction in availability in certain regional office markets, particularly for Grade A

space.

Leasing activity across the portfolio, although limited given the high occupancy, was positive reflecting improving

occupier demand and reduction in available space in many regional office markets. There were two lettings in the

period totalling £0.62m across 77,800 sqft reflecting rents 3.1% below ERV. Three rent reviews totalling £1.3m were

completed at an average of 14.0% above passing rent albeit that these were predominantly index-linked reviews.

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Terms have been agreed to let 30,495 sqft at the Delta 900 office building in Swindon for a 15 year term at a rent of

£0.3m p.a. The refurbishment is anticipated to cost approximately £0.9m which will deliver a yield on cost of

approximately 14.0%.

Values were supported by positive letting activity and the continued strength of the investment market. The portfolio

was valued at £144.7m, representing a 4.5% increase over the six month period.

UK Commercial Half year

28 February 2015

Half year

28 February 2014

Full year

31 August 2014

Income metrics


ERV (£m) 10.2 10.5 10.6



Lettable area (sq ft 000s) 1,073 1,265 1,123

WAULT (years) 8.5 7.7 7.8


Valuation metrics

Market value (£m) 144.7 136.6 143.8


Notes

Figures reflect the Group’s share of joint ventures and excludes non-core assets

UK Hotels

PwC anticipate modest growth in occupancies which will take existing occupancies to record levels and which should

be sufficient to drive increases in average daily rates and RevPARs in London by 3.6% and 5.1% respectively. Supply

of new hotel rooms is expected to grow with over 7,200 new rooms expected in London in 2015. Growth in the sector

appears robust with the Rugby World Cup providing additional demand this year.

Underlying trading across the Company’s portfolio remains positive and ahead of budget albeit the month of February

being slower following a very good start to the financial year. Rents for the RedefineBDL managed portfolio, which

includes all of the Group’s hotels except the Enfield Travelodge, were agreed at £13.79m p.a. for this financial year

reflecting a 4.8% increase.

Terms have been agreed with Travelodge to lease an additional 21 rooms at Enfield which will be developed within

the existing vacant space on the ground floor. The lease term will be co-terminus with the existing lease which

expires in June 2047 and will add approximately £120,000 p.a. to the rent roll. The extension is expected to cost

approximately £1.0m reflecting a yield on cost of 11.3%.

The portfolio was valued at £221.2m reflecting a like-for-like increase of 1.0% for the six month period. The

DoubleTree Hilton in Edinburgh was acquired during the period with the value remaining broadly unchanged.

RedefineBDL

RedefineBDL delivered £0.28m (the Company’s share) to distributable earnings. In January RedefineBDL took over

the management of 22 Holiday Inn hotels from LRG. Redefine BDL now manages 69 hotels including eight of

Redefine International’s nine hotels.

Hotel property portfolio Half year

28 February 2015

Half year

28 February 2014

Full year

31 August 2014

Income metrics


ERV (£m) 14.5 12.4 12.7


Occupancy % (by ERV) 99.2 100.0 99.1

Lettable area (sq ft 000s) 445 298 367

Rooms 1,206 888 1,068

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WAULT (years) 11.7 11.8 12.4

Indexation and fixed increases 4.2% - 5.1%

Valuation metrics

Market value (£m) 221.2 155.7 194.0


Europe

Investment activity remains strong across all key sectors and in particular for investments with the ability to add value. Despite general concerns for the Euro area, Germany maintains a unique and stable economic position. Retail continues to attract the majority of investment capital supported by an optimistic outlook for German retailers and an exceptionally low interest rate environment.

Leasing activity was relatively limited given the low vacancy levels across the portfolio. 14 lettings and renewals were

completed totalling €0.55m p.a. across 1,270 sqm at an average 28.2% ahead of ERV. 32 rent reviews were

completed totalling €0.89m, an uplift of 2.0% to passing rent albeit these were predominantly index-linked reviews.

A number of short term leases at the Bahnhof Centre in Altona, Hamburg totalling 654 sqm (7,040 sqft) have been

extended post period end. The lease extensions totalling €452,005 p.a. have been agreed at 5.9% above ERV,

typically on five year terms.

Like-for-like values were marginally up in local currency terms, but suffered from an 8.5% decline in the Euro:Sterling

FX rate resulting in a 7.4% like-for like decline (excluding acquisitions) in Sterling terms. This was partially offset by

borrowings in local currency. Further details are contained in the financial review.

Europe Half year

28 February 2015

Half year

28 February 2014

Full year

31 August 2014

Income metrics


ERV (£m) 21.0 15.7 15.9



Lettable area (sqm) 210,482 117,320 96,733

WAULT (years) 7.1 6.8 6.8


Valuation metrics

Market value (£m) 317.9 262.4 258.4


Notes

Figures reflect the Group’s share of joint ventures and excludes non-core assets

Cromwell

The market value of the Company’s shareholding in Cromwell increased by 4.1% to £101.8m (August 2014: £97.8m)

during the period. Cromwell’s security price as at 28 February 2015 had increased by 15.9% to AUD1.165 (August

2014: AUD1.005) which was offset by a 10.2% decline in the Australian dollar against Sterling. The Company’s

shareholding diluted marginally to 9.95% from 9.99% at 31 August 2014 due to the issue of additional Cromwell

securities relating to their dividend reinvestment plan. Our shareholding in Cromwell continues to provide attractive

and growing income returns, however opportunities to recycle this liquid investment continue to be reviewed subject to

alternative investment opportunities.

Distributions net of withholding tax of AUD 5.7m (£3.7m) were received during the period. Distributions for periods

related to the last two quarters of the 2015 financial year have been hedged at rates of GBP1:AUD1.81 and

GBP1:AUD1.82 respectively.

Underlying performance

Cromwell continues to provide consistent and growing income returns from a high quality property portfolio.

Distributions for Cromwell’s 2015 financial year to June 2015 are forecast to increase by 3.0% to 7.86 cents per

security.

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Highlights for Cromwell’s half year results to December 2014 were:

Operating Profit of AUD72.9 million (HY14: AUD73.2 million)

Statutory Profit of AUD87.2 million (HY14: AUD86.7 million)

Increase in external AUM to more than AUD1.5 billion (excluding acquisition of Valad Europe)

Conservative asset and capital management strategy maintained to reflect growing economic and valuation risks

Gearing reduced to 36% following sale of 321 Exhibition Street for AUD207 million, AUD1.07 million above

carrying value

FY2015 operating earnings forecast unchanged at 8.3 cps

Forecasting 3% increase in distributions in FY2015

Cromwell acquired Valad Europe, Blackstone’s European property management arm for €145.0m in April 2015. Valad

manages €5.3bn of assets across Europe including Central and Eastern Europe, Germany and the UK. The

acquisition provides Cromwell with a European funds management platform with critical mass. Cromwell’s external

assets under management will increase to approximately AUD 9.0bn with funds management earnings expected to

contribute approximately 14% to Cromwell’s FY2015 earnings. The acquisition is expected to be 5% accretive to

Cromwell’s earnings in FY2016.

For further details please visit www.cromwell.com.au

Cromwell shareholding statistics Half year

28 February 2015

Half year

28 February 2014

Full year

31 August 2014

Number of securities (m) 172.8 227.1 172.8

Shareholding (%) 9.95 13.17 9.99

Closing price (cents per security) 116.5 99.0 100.50

Market value (AUDm) 201.4 224.8 173.7

Market value (£m) 101.8 120.0 97.8

% of total investment portfolio 8.9% 12.0% 8.9%

Financial Review

Overview

Earnings available for distribution for the period increased 19.6% on the same period last year to £21.4m or 1.63p per

share. EPRA earnings per share increased by 61.8% to 1.65p per share (28 February 2014: 1.02p). Adjusted NAV per

share increased by 1.9% to 41.31p (31 August 2014: 40.54p) and pro-forma Adjusted NAV, taking into account the

capital raise post period end, increased 4.6% to 42.40p .

In order to enhance the comparability and transparency of the financial information provided by the Company,

Redefine International has adopted the EPRA earnings and net asset value measures in its reporting. The EPRA

measures, along with the relevant adjustments to these measures, are key performance indicators for the Group, as

they reflect the recurring underlying earnings and highlight the fair value of net assets on an ongoing, long-term basis.

The Company’s policy is to distribute the majority of its earnings available for distribution in the form of dividends to

shareholders. Earnings available for distribution reflect EPRA earnings adjusted for capital items and certain non-cash

IFRS items. Earnings available for distribution are also adjusted to reflect only the Group’s share of the net income

from the Delta portfolio.

Income statement

The Group’s profit attributable to equity holders for the interim period was £35.2m, an £11.2m increase after adjusting

the prior period for the one-off effect of the management internalisation. Basic EPS, were 2.70p compared to 2.18p at

28 February 2014 after adjusting for the effect of the management internalisation in the prior period. EPRA earnings

increased by 83.1% to £21.6m, compared to £11.8m as reported for the comparable 2014 period.

Gross rental income was up £4.5m largely due to the acquisition of Weston Favell and the restructuring of the Aviva

shopping centre portfolio in the prior period, which resulted in Grand Arcade, Wigan and West Orchards, Coventry

becoming 100% owned by the Company. This was offset by the disposal of the 10 Delta assets in October 2014. The

higher rental income was partly offset by the associated higher interest costs.

http://www.cromwell.com.au/

of 42

Investment income decreased by 27.6% to £3.7m following the disposal of 54.2m Cromwell securities on 29 August

2014.

Administrative and other operating expenses (including investment adviser fees of £1.4m) decreased by 17.1%

following the management internalisation, from £4.1m in the comparative period to £3.4m. Professional fees also

reduced substantially due to the £1.7m of costs relating to the REIT conversion and management internalisation and

£1.9m of disposal costs incurred in the period ended 28 February 2014.

The EPRA cost ratio, presented for the first time in this period due to the management internalisation, amounts to

19.1% including direct vacancy costs and 16.5% excluding direct vacancy costs.

Net finance costs reduced largely due to the disposal of the Gamma and Delta portfolios, the related release of debt

obligations and a reduction in the average cost of borrowing.

Analysis of the performance of the business is largely on a segmental or portfolio basis, however, following the

Company’s recent 50% investment in a German supermarket portfolio and the increased prominence of joint venture

investments, the business has also been analysed on a proportionately consolidated basis, as presented below.

Statutory results reflect the share of joint ventures using the equity accounting method.

Distributable earnings on a proportionately consolidated basis

Group

£’000

JV

£’000

Six months to

28 February 2015

£’000

Group

£’000

JV

£’000

Six months to

28 February 2014

£’000

Gross rental income 35,027 3,744 38,771 30,571 3,328 33,899

Investment income 3,683 - 3,683 5,085 - 5,085

Other income 1,696 315 2,011 214 300 514

Total revenue 40,406 4,059 44,465 35,870 3,628 39,498

Admin and other operating expenses (3,421) (58) (3,479) (2,757) (58) (2,815)

Investment Adviser and professional fees

(2,082) (169) (2,251) (6,001) (184) (6,185)

Property operating expenses (2,598) (247) (2,845) (1,652) (146) (1,798)

Net operating income 32,305 3,585 35,890 25,460 3,240 28,700

Net finance costs (14,408) (1,221) (15,629) (16,755) (1,122) (17,877)

Gain on settlement of loan 3,554 - 3,554 - - -

Foreign exchange and other items (388) (282) (670) 1,479 - 1,479

Non-controlling interests (1,528) 6 (1,522) (511) (18) (529)

EPRA earnings 19,535 2,088 21,623 9,673 2,100 11,773

Adjustments:

Gamma non-recourse costs - - - 2,413 - 2,413

Delta non distributable income (372) - (372) (852) - (852)

Gain on settlement of loan and non-cash earnings

(3,954) - (3,954) - - -

Impairment of loans to JV’s 1,218 - 1,218

Fair value interest and debt issue costs

1,664 - 1,664 2,433 - 2,433

Capital costs included in professional fees

700 - 700 3,059 - 3,059

FX revaluation on Cromwell debt and Euro bank accounts

(1,348) - (1,348) (2,408) - (2,408)

Straight-lining of rental income, share based payments and depreciation

1,163 - 1,163 1,846 - 1,846

Acquired earnings - 1,150 1,150 540 - 540

Non-controlling interests (476) - (476) (893) - (893)

Earnings available for distribution 18,130 3,238 21,368 15,811 2,100 17,911

Weighted average ordinary shares in issue

1,307,280 1,155,249

Earnings available for distribution per share (p)

1.63 1.55

Note: A full reconciliation between IFRS reported profit and earnings available for distribution is provided in Note 18 to the financial statements. The

1.55p per share, as reported in the prior period, includes the 115.1m shares placed in February 2014.

Dividends

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The Company declared a dividend for the interim period of 1.60p per share (28 February 2014: 1.50p per share), an

increase of 6.7%. The 1.60p per share distribution for the interim period reflects an annualised yield of 7.7% on the

Adjusted NAV per share at 28 February 2015.

The Company proposes offering shareholders the option of receiving a cash dividend or a scrip dividend by way of an

issue of new Redefine International shares. An announcement containing details of the tax components of the

dividend, the timetable and the scrip dividend will be announced separately today (29 April 2015). The record date for

the dividend on the JSE and the LSE is 22 May 2015 and the dividend payment date is 5 June 2015.

Cash savings of £11.7m were achieved following a 57.8% take up of scrip relating to the 1.70p dividend paid per

share for the period ended 31 August 2014.

Balance sheet

EPRA NAV per share has increased by 2.2% to 38.47p (31 August 2014: 37.66p) largely as a result of the property

valuation uplift of £8.6m (0.65p per share) and a net Cromwell fair value uplift of £4.0m (0.30p per share), offset by a

£6.3m (0.48p per share) foreign exchange translation movement.

The EPRA NAV includes items which, in the opinion of the Board, should be adjusted for in order to better reflect the

underlying value of the Group. A reconciliation of EPRA NAV to Adjusted NAV per share has therefore been

presented below:

Net asset value

Half year

28 February 2015

£’000

Half year

28 February 2014

£’000

Full year

31 August 2014

£’000

IFRS NAV 500,007 394,001 481,042

Fair value of financial liabilities 23,483 67,489 21,260

EPRA triple NAV 523,490 461,490 502,302

Fair value of financial liabilities (23,483) (67,489) (21,260)

Fair value of derivatives 5,437 3,588 5,265

Deferred tax 1,856 4,057 701

Adjustments above in respect of joint ventures 2,085 - 1,161

EPRA NAV (1)

509,385 401,646 488,169

Fully diluted number of ordinary shares outstanding 1,324,211 1,270,329 1,296,097

EPRA NAV per share 38.47 31.62 37.66

Delta and Gamma negative equity (2)

1.77 5.31 1.64

Other negative equity/provisions (3)

1.07 1.21 1.24

Adjusted NAV per share 41.31 38.14 40.54

Notes:

1. The EPRA publishes best practice recommendations for Europe’s Stock Exchange listed real estate sector. In order to enhance comparability

and transparency the Company has adopted the EPRA net asset value measure within its reporting. The EPRA net asset value (“NAV”)

presented removes the cumulative fair value movements of interest rate derivatives and deferred tax.

2. Following the successful completion of the Delta restructuring announced on 15 October 2012, the negative net asset value position of 1.77p

per share is expected to reverse at the end of the loan term.

3. A liability of £5.2m (0.39p per share) is currently held relating to the facility provided to the Grand Arcade, Wigan. As part of the Aviva

restructure completed in December 2013, Aviva retained the right to participate in 50% of the income and capital growth generated by Grand

Arcade. This right was recognised at fair value, although is not deemed to have an immediate impact on NAV and has therefore been adjusted

for. In addition, as a result of the non-recourse nature of the debt relating to the Justice Centre in the Hague, Netherlands, the negative net

asset value position of 0.68p per share has been written back.

Pro-forma net asset value

As a result of the share placement at a 30.3% premium to the Adjusted NAV post the period end, the “Pro-forma NAV”

per share is 42.40p per share. The Euro declined 8.5% relative to Sterling during the period which had a net impact of

0.47p on net asset value per share.

Portfolio valuation

Valuations increased in all business segments in local currency however overall valuation movements in Sterling were

impacted by a decline of 8.5% and 10.2% in the Euro and Australian Dollar relative to Sterling, respectively.

of 42

The UK portfolio increased 2.1% on a like-for-like basis, led by the UK Commercial portfolio which was up 4.5%,

largely as a result of increased investment activity and continued inward yield shift. UK Retail produced strong

valuation uplifts in the majority of the centres.

The European portfolio increased 0.4% in local currency on a like-for-like basis. The Company’s two largest German

assets, the Schloss Strassen Centre and Bahnhof Altona, increased 1.2% and 2.8% respectively in local currency

following positive letting activity at both centres.

The value of acquisitions increased marginally over the purchase price in local currency. The 0.9% decline in Sterling

terms reflects the decline in the Euro since the acquisition date of the German retail portfolio.

The market value of the Group’s Cromwell holding increased by 4.1% in Sterling terms reflecting a 15.9% increase in

the market value in Australian Dollars and a 10.5% decline in the Australian dollar against Sterling.

Market value Valuation movement

28 February

2015

£m

Surplus/

(deficit)

£m

Surplus/

(deficit)

UK Retail 344.3 6.1 1.8%

UK Commercial 144.7 6.3 4.5%

UK Hotels 195.9 2.0 1.0%

UK total 684.9 14.4 2.1%

Europe (1)

260.8 (20.8) (7.4%)

Like-for-like property portfolio (excl. non-core assets) 945.7 (6.4) (0.7%)

Non-core assets 20.1 (1.8) (8.1%)

Like-for-like property portfolio 965.8 (8.2) (0.9%)

Acquisitions 82.4 (1.5) (1.8%)

Total property portfolio 1,048.2 (9.7) (0.9%)

Cromwell (2)

101.8 4.0 4.1%

Total investment portfolio 1,150.0 (5.7)

Notes:

1. Valuation movement includes foreign exchange movements. The Euro declined 8.5% relative to Sterling during the six month period to 28

February 2015.

2. Valuation movement includes foreign exchange movements. The Australian Dollar declined 10.2% relative to Sterling during the six month

period to 28 February 2015.

3. Values and movement reflects the Group’s share of joint ventures.

Capital management

Further progress has been made in strengthening the balance sheet with the pro-forma LTV ratio reduced to 45.1%

(31 August 2014: 48.1%).

The Group’s pro-forma weighted average debt maturity stands at 9.42 years (31 August 2014: 9.34 years). The Group

disposed of 10 Delta assets on 6 October 2014, which resulted in a reduction in the Delta debt from £73.1m to

£38.4m. The pro-forma ratios shown below exclude the assets and debt in the remaining Delta portfolio and Hague

asset and include £70.0m of cash raised post period end.

Key financing statistics Pro-forma

£’000

28 February

2015

£’000

28 February

2014

£’000

31 August

2014

£’000

Investment portfolio – on balance sheet 1,018,120 1,038,204 1,000,776 1,025,525

Investment portfolio – economic share of joint ventures 111,755 111,756 11,920 75,388

Total investment portfolio 1,129,875 1,149,960 1,012,696 1,100,913

Nominal value of debt – on balance sheet 561,877 614,988 680,952 651,846

Nominal value of debt – economic share of joint ventures 73,659 73,659 17,483 52,641

Cash and short-term deposits (126,254) (56,254) (85,217) (90,392)

Net debt 509,282 632,393 613,218 614,095

of 42

Weighted average debt maturity (years) 9.42 8.29 7.24 7.67

Weighted average interest rate (%) 4.40 4.12 4.22 4.18

% of debt at fixed/capped rates (%) 96.7 95.1 97.3 97.5

Loan-to-value (including legacy non-recourse loans) (%) 55.0 60.6 55.8

Loan-to-value (pro-forma) (%) 45.1 53.0 49.7

The Group utilises derivative instruments, including interest rate swaps and interest rate caps to manage its interest-

rate exposure. At 28 February 2015, the net fair value liability of the Group’s derivative financial instruments was

£3.7m (31 August 2014: £2.9m).

The Group has a hedging policy which requires at least 75% of all interest rate exposures exceeding one year to be

on a fixed or capped rate basis. At 28 February 2015, Group debt (including its economic interest in subsidiaries and

joint ventures) was 95.1% fixed or capped. For facilities with interest rate swaps or caps attached, the interest rates

are fixed or capped for the duration of the facility. The changes in the fair value of the Group’s hedging instruments

have been recognised in profit or loss.

Statement of the Directors' Responsibilities in Respect of the Condensed Consolidated Interim Financial Statements

The directors are responsible for preparing the condensed consolidated interim financial statements in accordance with applicable

law and regulations. In addition, the directors have elected to prepare the condensed consolidated interim financial statements in

accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the IASB.

The condensed consolidated interim financial statements are required to state the affairs of the Group and the profit or loss of the

Group for the period.

In preparing condensed consolidated interim financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether they have been prepared in accordance with International Accounting Standard 34, Interim Financial

Reporting, as issued by the IASB; and

• prepare the condensed consolidated interim financial statements on the going concern basis unless it is inappropriate to

presume that the Group will continue in business.

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the

financial position of the Group and to allow for the preparation of the condensed consolidated financial statements. They have

general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent

and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the

Company's website. Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction

to another.

We confirm that to the best of our knowledge:

• the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as

approved by the EU; and

• the interim management report includes a fair review of the information required by:

a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred

during the first six months of the financial year and their impact on the condensed consolidated set of financial

statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first

six months of the current financial year and that have materially affected the financial position or performance of the

entity during that period; and any changes in the related party transactions described in the last annual report that could

do so.

M J Watters A Rowell

28 April 2015 28 April 2015

of 42

Independent Review Report to Redefine International P.L.C.

Introduction

We reviewed the condensed consolidated financial statements in the half-yearly financial report of Redefine International P.L.C. for the six months ended 28 February 2015 which comprise the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows, and the condensed related explanatory notes.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated set of financial statements.

This report is made solely to the Company in accordance with our engagement letter to assist the Company in meeting the requirements of the Disclosure and Transparency Rules (“the DTR”) of the UK’s Financial Conduct Authority (“the UK FCA”). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

Directors’ Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

As disclosed in Note 2, the annual financial statements of the Group are prepared in accordance with IFRS as issued by the IASB.

The Directors are responsible for ensuring the condensed consolidated financial statements included in this half yearly report have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the IASB.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed consolidated set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with the International Standards on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Financial Reporting Council. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated set of financial statements in the half-yearly report for the six months ended 28 February 2015 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as issued by the IASB and the DTR of the UK FCA.

N. Marshall For and on behalf of KPMG Chartered Accountants 1 Harbourmaster Place IFSC Dublin 1 Ireland 28 April 2015

of 42

CONDENSED CONSOLIDATED INCOME STATEMENT

For the six months ended 28 February 2015

Notes Reviewed 6 Months

ended 28 Feb 2015

£'000

Reviewed 6 Months ended

28 Feb 2014 £'000

Audited

Year ended 31 August 2014

£'000

Revenue Gross rental income 35,027 30,571 66,181

Investment income 3,683 5,085 10,159

Other income 1,696 214 1,000

Total revenue 40,406 35,870 77,340

Expenses

Administrative and other operating expenses (3,421) (2,757) (5,405)

Investment adviser and professional fees (2,082) (6,001) (6,482)

Property operating expenses (2,598) (1,652) (4,245)

Net operating income 32,305 25,460 61,208

Net gain/(loss) from financial assets and liabilities 4 6,981 (6,007) 751

Gain on bargain purchase of subsidiary 20 197 - -

Gain on disposal of joint venture 9 582 - -

Impairment of loans to joint ventures 9 (1,218) - -

Equity accounted profit 9, 10 4,221 1,712 3,926

Net fair value gain on investment property and assets held for sale

7, 11 8,600

20,145

49,814

Write down and amortisation of intangible assets (116) (22,847) (22,962)

Impairment of goodwill - (2,069) (2,069)

Gain on legal extinguishment of debt - - 44,924

Profit from operations 51,552 16,394 135,592

Interest income 531 4,911 8,056

Interest expense 5 (14,939) (21,666) (42,308)

Foreign exchange gain 1,354 2,396 576

Profit before taxation 38,498 2,035 101,916

Income tax (charge)/credit 6 (1,685) (348) 897

Profit after taxation 36,813 1,687 102,813

Profit/(loss) attributable to:

Equity holders of the parent 35,249 (897) 95,200

Non-controlling interest 1,564 2,584 7,613

36,813 1,687 102,813

Basic earnings/(loss) per share (pence) 18 2.70 (0.08) 7.98

Diluted earnings/(loss) per share (pence) 18 2.69 (0.08) 7.98

Basic headline earnings/(loss) per share (pence) 18 1.82 (0.22) 1.94

Diluted headline earnings/(loss) per share (pence) 18 1.81 (0.22) 1.94

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 28 February 2015 Reviewed

6 Months ended

28 Feb 2015 Total £'000


28 Feb 2014 Total £'000

Audited Year ended

31 August 2014 Total £'000

Profit for the period 36,813 1,687 102,813

Other comprehensive income

Items that are or may be reclassified to profit or loss

Transfer of foreign currency translation reserve to profit or loss on disposal of foreign operation – joint venture

(157) - -

Foreign currency translation on foreign operations –subsidiaries

(5,036) (1,932) (2,962)

Foreign currency translation on foreign operations - joint ventures

9 (1,123) - (1,530)

Total comprehensive income 30,497 (245) 98,321

Total comprehensive income attributable to:

of 42

Reviewed 6 Months

ended 28 Feb 2015

Total £'000


28 Feb 2014 Total £'000

Audited Year ended

31 August 2014 Total £'000

Equity holders of the parent 28,962 (2,818) 90,717


Total comprehensive income 30,497 (245) 98,321

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED BALANCE SHEET

As at 28 February 2015

Notes Reviewed 28 February

2015 Total £'000

Reviewed 28 February

2014 Total £'000

Audited 31 August

2014 Total £'000

Assets

Non-current assets

Investment property 7 904,774 842,184 892,546

Long-term receivables - 38,152 1,591

Investments at fair value 8 103,639 120,057 100,165

Investments in joint ventures 9 12,400 15,192 15,163

Loans to joint ventures 9 20,881 1,218 1,218

Investment in associates 10 7,878 7,437 7,967

Intangible assets 1,561 1,792 1,677

Property, plant and equipment 243 211 234

Total non-current assets 1,051,376 1,026,243 1,020,561

Current assets

Cash and cash equivalents 12 56,254 85,217 90,392

Trade and other receivables 25,345 48,601 20,432

Assets held for sale 11 48,088 50,925 51,850

Total current assets 129,687 184,743 162,674

Total assets 1,181,063 1,210,986 1,183,235

Equity and liabilities

Capital and reserves

Share capital 13 105,593 101,626 103,688

Share premium 324,257 303,263 314,504

Reverse acquisition reserve 134,295 134,295 134,295

Retained loss (60,961) (151,390) (74,178)

Foreign currency translation reserve (5,005) 3,844 1,282

Other reserves 1,828 2,363 1,451

Total equity attributable to equity shareholders 500,007 394,001 481,042


Total equity 533,609 407,204 509,622

Non-current liabilities

Borrowings 14 560,131 520,737 545,125

Derivatives 15 4,611 252 2,176

Deferred tax 6 1,857 4,057 702

Total non-current liabilities 566,599 525,046 548,003

Current liabilities

Borrowings 14 49,289 245,690 99,682

Derivatives 15 857 3,336 3,088

Trade and other payables 30,709 29,710 22,840

Total current liabilities 80,855 278,736 125,610

Total liabilities 647,454 803,782 673,613

Total equity and liabilities 1,181,063 1,210,986 1,183,235


The condensed consolidated interim financial statements were approved by the Board of Directors on 28 April 2015.

of 42

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 28 February 2015

Share Capital

£'000

Share Premium

£'000

Reverse acquisition

reserve £'000

Retained loss

£'000

Other reserves

£'000

Foreign currency

translation reserve

£'000

Capital instrument

£'000

Total attributable

to equity shareholders

£'000

Non- controlling

interest £'000

Total equity £'000

Balance at 1 September 2013 77,437 188,690 134,295 (134,667) 12,940 5,765 15,339 299,799 10,649 310,448

Total loss for the period - - - (897) - - - (897) 2,584 1,687

Foreign currency translation effect - - - - - (1,921) - (1,921) (11) (1,932)

Total comprehensive income - - - (897) - (1,921) - (2,818) 2,573 (245)

Transactions with owners of the Company – contributions and distributions

Shares issued for cash 15,334 69,672 - - - - - 85,006 - 85,006

Shares issued as consideration for acquisitions 6,808 35,317 - - - - - 42,125 - 42,125

Settlement of incentive fee on acquisition of RIFM 1,039 5,391 - - (6,430) - - - - -

Share based payment – issuance of deferred consideration shares

1,008 4,507 - - (5,515) - - - - -

Share issue costs - (314) - - - - - (314) - (314)

Capital instrument repaid - - - - - - (15,339) (15,339) - (15,339)

Dividend paid to equity stakeholders - - - (15,826) - - - (15,826) - (15,826)

Share based payment - - - - 1,368 - - 1,368 - 1,368

24,189 114,573 - (15,826) (10,577) - (15,339) 97,020 - 97,020

Changes in ownership interest in subsidiaries

Increase in non-controlling interests - - - - - - - - 3 3

Increase in non-controlling interest - RIFME - - - - - - - - 84 84

Decrease in non-controlling interest - - - - - - - - (106) (106)

- - - - - - - - (19) (19)

Balance at 28 February 2014 101,626 303,263 134,295 (151,390) 2,363 3,844 - 394,001 13,203 407,204

Balance at 1 March 2014

Total profit for the period - - - 96,097 - - - 96,097 5,029 101,126

Foreign currency translation effect - - - - - (2,562) - (2,562) 2 (2,560)

Total comprehensive income - - - 96,097 - (2,562) - 93,535 5,031 98,566


Shares issued for cash - - - - - - - - - -

Share issue costs - (732) - - - - - (732) - (732)

of 42

Share Capital

£'000

Share Premium

£'000

Reverse acquisition

reserve £'000

Retained loss

£'000

Other reserves

£'000

Foreign currency

translation reserve

£'000

Capital instrument

£'000

Total attributable

to equity shareholders

£'000

Non- controlling

interest £'000

Total equity £'000


Shares issued for scrip dividends 2,026 11,763 - (13,789) - - - - - -

Share based payment – share incentive scheme - - - - (912) - - (912) - (912)

2,026 11,031 - (19,063) (912) - - (6,918) - (6,918)


Increase in non-controlling interests

- - - - - - - - 16,690 16,690

Acquisition of non-controlling interest - Earls Court

- - - 340 - - - 340 (6,260) (5,920)

Acquisition of non-controlling interests - RIFME 36 210 - (162) - - - 84 (84) -

36 210 - 178 - - - 424 10,346 10,770

Balance at 31 August 2014 103,688 314,504 134,295 (74,178) 1,451 1,282 - 481,042 28,580 509,622

Balance at 1 September 2014 103,688 314,504 134,295 (74,178) 1,451 1,282 - 481,042 28,580 509,622

Total profit for the period - - - 35,249 - - - 35,249 1,564 36,813

Foreign currency translation effect - - - - - (6,287) - (6,287) (29) (6,316)

Total comprehensive income - - - 35,249 - (6,287) - 28,962 1,535 30,497


Shares issued for cash - - - - - - - - - -


Scrip dividends 1,905 9,753 - (11,658) - - - - - -

Share based payment – share incentive scheme - - - - 377 - - 377 - 377

1,905 9,753 - (22,032) 377 - - (9,997) - (9,997)


Increase in non-controlling interests – Nepi - - - - - - - - 22 22

Dividends paid to non-controlling interest - - - - - - - - (13) (13)

Additional equity input by non-controlling shareholder

- - - - - - - - 3,478 3,478

- - - - - - - - 3,487 3,487

Balance at 28 February 2015 105,593 324,257 134,295 (60,961) 1,828 (5,005) - 500,007 33,602 533,609


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CONDENSED CONSOLIDATED CASH FLOW STATEMENT


Notes

Reviewed 6 Months

ended 28 February

2015 £'000

Reviewed 6 Months

ended 28 February

2014 £'000

Audited Year

ended 31 August

2014 £'000

Cash flows from operating activities

Profit before taxation 38,498 2,035 101,916

Adjustments for:

Straight lining of rental income 709 461 1,064

Share based payments - PSP 16 377 1,368 456


7, 11 (8,600) (20,145) (49,814)

Foreign exchange gain (1,354) (2,396) (576)

Net (gain)/loss from financial assets and liabilities 4 (6,981) 6,007 (751)

Impairment of loans to joint ventures 9 1,218 - -

Equity accounted profit 9, 10 (4,221) (1,712) (3,926)

Write down and amortisation of intangible asset 116 22,847 22,962

Depreciation 55 17 56

Investment income (3,683) (5,085) (10,159)

Interest income (531) (4,911) (8,056)

Interest expense 5 14,939 21,666 42,308

Impairment of goodwill - 2,069 2,069

Gain on disposal of joint venture 9 (582) - -

Gain on bargain purchase of subsidiary 20 (197) - -

Gain on legal extinguishment of debt - - (44,924)

Cash generated by operations 29,763 22,221 52,625

Changes in working capital (3,216) (2,230) (986)

Cash flow from operations 26,547 19,991 51,639

Interest income 1,176 13,833 17,041

Interest paid (10,308) (29,276) (49,752)

Taxation paid (1,277) (2,734) (2,928)


Distributions from associates and joint ventures 9, 10 588 1,494 1,677

Net cash generated from operating activities 20,409 8,393 27,836

Cash flows from investing activities

Purchase of investment properties 7 (28,133) (90,073) (117,009)

Disposal of investment properties/assets held for sale 7,11 43,658 22,694 23,632

Purchase of property, plant and equipment (64) (67) (129)

Increase in interest in joint ventures 9 (15,163) - -

Net cash outflow on business combinations and acquisition of subsidiaries

20 (1,920) (5,745) (5,745)

Net cash outflow on settlement of CMC deferred consideration

- (11,512) (11,512)

Net decrease in loans to joint ventures 1,585 45 374

Net increase in loans to related parties (10,932) (587) (441)

Net (increase)/decrease in loans to other parties - (13,032) 9,965

Decrease in long term receivables 1,591 65,701 102,263

Disposal of investments at fair value 8 - 4,498 35,646

Increase in restricted cash balances 12 (879) (12,293) (2,552)

Acquisition of non-controlling interest - - (6,440)

Net cash utilised in investing activities (10,257) (40,371) 28,052

Cash flows from financing activities

Proceeds from loans and borrowings 38,992 90,297 79,309

Repayment of loans and borrowings (76,076) (75,564) (131,076)

Dividends paid to equity shareholders (10,374) (17,236) (22,558)

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Notes

Reviewed 6 Months

ended 28 February

2015 £'000

Reviewed 6 Months

ended 28 February

2014 £'000

Audited Year

ended 31 August

2014 £'000

Dividends paid to non-controlling interests (13) - -

Increase/(decrease) in contribution from non-controlling shareholders

3,478

(106)

1,974

Repayment of capital instrument - (15,339) (15,339)

Proceeds from issue of share capital - 86,416 86,464

Share issue costs - (314) (1,046)

Purchase of interest rate cap - - (2,495)

Net cash (utilised in)/generated from financing activities

(43,993)

68,154

(4,767)

Net (decrease)/increase in cash (33,841) 36,176 51,121

Effect of exchange rate fluctuations on cash held (1,176) 3,091 3,062

Opening cash 83,781 29,598 29,598

Net cash at end of period 12 48,764 68,865 83,781


NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS


1. GENERAL INFORMATION

Redefine International P.L.C was incorporated on 28 June 2004 under the laws of the Isle of Man.

The Company now holds a primary listing on the Main Market of the LSE and a secondary listing on the Main Board of the JSE.

On 4 December 2013 the Company converted to a UK REIT. On 27 February 2015, following approval at the Company’s AGM held on 27 January 2015, the Company transferred its premium listing under Chapter 15 (Investment Company), to a premium listing under Chapter 6 (Commercial Company), of the FCA’s listing rules and the London Stock Exchange’s Main Market for listed securities.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 STATEMENT OF COMPLIANCE

The condensed consolidated interim financial statements (hereafter ‘interim financial statements’) for the half-year ended 28 February 2015, have been prepared in accordance with IAS 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”).

Selected explanatory notes are included to explain events and transactions that are significant to understanding the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 August 2014.

The financial information contained in these interim financial statements does not constitute a complete set of financial statements (including all comparative figures and all required notes) and does not include all of the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards. The interim financial statements should therefore be read in conjunction with the consolidated financial statements as at and for the year ended 31 August 2014 which are available at the Group’s website www.redefineinternational.com

The accounting policies applied by the Group in the interim financial statements are the same as those applied by the Group in its audited consolidated financial statements as at and for the year ended 31 August 2014, except for the new standards adopted during the period.

New standards adopted during the period

The following are the relevant standards, amendments and interpretations that have been adopted during the half year to 28 February 2015:

Annual improvements to IFRSs 2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle (effective for annual periods commencing on or after 1 July 2014).

IFRS 2 Share-based Payment (amendment to definition of vesting condition): This amendment changed the definitions of ‘vesting conditions’ and ‘market condition’ in the standard and added definitions of ‘performance condition’ and ‘service condition’. The adoption of this amendment had no impact on the Group’s results.

IFRS 3 Business Combinations (accounting for contingent consideration): This amendment requires an acquirer to classify an obligation to pay contingent consideration that meets the definition of a financial instrument as a financial liability or as equity in line with the definitions in IAS 32. Contingent Consideration is then measured at

http://www.redefineinternational.com/

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fair value at each reporting date with changes in fair value recognised in profit or loss. The adoption of this amendment had no significant impact on the Group.

IFRS 8 Operating Segments (aggregation of operating segments and reconciliation of total of reportable segments’ assets to the entity’s assets): This amendment requires additional disclosure of the judgements made by management in aggregating the operational segments and economic indicators on which the judgement was based. It also clarifies the need to reconcile assets by segment to the entities total assets. The adoption of this amendment had no significant impact on the Group.

IFRS 13 Fair Value Measurement (clarification of measurement of short term receivables and payables): This amendment allows for the ability to measure short-term receivables and payables with no stated interest rate at invoice amounts without discounting, when the effect of not discounting is immaterial. The adoption of this amendment had no impact on the Group’s results.

IAS 24 Related Party Disclosures (key management personnel services): This amendment expands the definition of a related party of the reporting entity to include one where the entity, or any member of a group of which it is a part, provides key management personnel services to the reporting entity or to the parent of the reporting entity. The adoption of this amendment had no significant impact on the Group.

There were also changes to IAS 16 and IAS 38 regarding application of the revaluation model which are not relevant to the Group.

IAS 40 Investment Property (clarifying interrelationship with IFRS 3 when classifying property as investment property or owner-occupied property): This amendment clarifies that regard is had to IFRS 3 in determining if the acquisition of property represents the acquisition of a business. The adoption of this amendment had no impact on the Group.

Amendments to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities and IAS 27 Separate Financial Statements – Investment Entities

These amendments define an investment entity and introduce an exception to consolidating particular subsidiaries for investment entities. The adoption of this amendment had no impact on the Group.

2.2 BASIS OF PREPARATION

The interim financial statements are presented in Great British Pounds, which is the functional currency of the Company and the presentational currency of the Group, rounded to the nearest thousand pounds. They are prepared using the historical cost basis except for investment property, certain assets held for sale, derivative financial instruments and financial instruments designated at fair value through profit and loss.

2.3 KEY JUDGEMENTS AND ESTIMATES

The preparation of the interim financial statements in conformity with IFRS requires the use of judgements and estimates that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the period. Although these estimates are based on the Directors’ best knowledge of the amount, event or actions, actual results may differ from those estimates.

The principal areas where such judgements and estimates have been made are the same as those applied to the consolidated financial statements in the year ended 31 August 2014 and are:

2.3.1 INVESTMENT PROPERTY VALUATION

The Group uses the valuations performed by its independent valuers in accordance with IFRS 13 as the fair value of its investment properties. The valuations are based upon assumptions including estimated rental values, future rental income, anticipated maintenance costs, future development costs and appropriate discount rates. The valuers also make reference to market evidence of transaction prices for similar properties. Further details are provided in Note 7.

2.3.2 FAIR VALUE OF RESTRUCTURED OR ACQUIRED LIABILITIES

New borrowings or borrowings which have been substantially modified are recognised at fair value. The determination of fair value involves the application of judgement.

The Group determines fair value by discounting cash flows associated with the liability at a market discount rate. The key judgement surrounds the determination of an appropriate market discount rate. Management determine the discount rate on a loan by loan basis having regard to the term, duration and security arrangements of the new liability and an estimation of the current rates charged in the market for similar instruments issued to companies of similar sizes.

This judgment is made more difficult given the bespoke nature of certain loans obtained by the Group. Any difference between the nominal value of the loan and the deemed fair value will be accreted through profit or loss over the term of the loan through the effective interest rate.

2.3.3 CLASSIFICATION OF INVESTMENT PROPERTY FOR HOTELS

The hotel properties are held for capital appreciation and to earn rental income. The hotel properties included within the Redefine Hotel Holdings portfolio have been let to Redefine Hotel Management Limited (“RHML”) and Redefine Earls Court Management Limited (“RECML”) for a fixed rent which is subject to annual review. The annual review takes into account the forecast EBITDA for the hotel portfolio when setting the revised rental level. RHML and RECML operate the hotel business and are exposed to the fluctuations in the underlying trading performance of the hotels. They are responsible for the day to day upkeep of the properties and retain the key decision making responsibility for the business.

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Redefine International holds a 25.3% shareholding in Redefine BDL Hotel Group Ltd (“RedefineBDL”), which in turn owns RHML and RECML. Having considered the guidance in IFRS 10, the respective rights of each of the shareholders in RedefineBDL and the size of the Company’s shareholding compared with other shareholders, management have determined that Redefine International does not control RedefineBDL and hence does not control RHML or RECML.

Aside from the payment of rental income to Redefine International which resets annually and the Group’s shareholding in RedefineBDL, Redefine International is not involved with the hotel management business and there are limited transactions between the two entities. As a result, Redefine International classifies the hotel properties as investment properties in line with IAS 40.

2.3.4 CLASSIFICATION OF THE GROUP’S INVESTMENT IN CROMWELL AT FAIR VALUE THROUGH PROFIT OR LOSS

The Group ceased to account for Cromwell as an associate in April 2013 from the date its shareholding fell below 20%. While the Company does not have a right to appoint a director it does currently have representation on Cromwell’s Board of Directors. Having considered all the facts and circumstances the Directors believe that significant influence over Cromwell does not exist and that the designation of the Company’s residual investment at fair value through profit or loss is appropriate.

2.3.5 PROPERTY ACQUISITIONS

Where properties are acquired through the acquisition of corporate interests, the Directors have regard to the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.

Where such acquisitions are not judged to be an acquisition of a business the transactions are accounted for as if the Group had acquired the underlying property directly. Accordingly, no goodwill arises, rather the cost of the corporate entity is allocated between the identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date.

Otherwise corporate acquisitions are accounted for as business combinations.

3. SEGMENTAL REPORTING

The Group's identified reportable segments are set out below. These segments are generally managed by separate management teams. As required by IFRS 8 Operating Segments, the information provided to the Board, which is the Chief Operating Decision Maker, can be classified into the following segments:

UK Commercial: the Group’s portfolio of offices, motor trade and roadside service stations;

UK Retail: the Group’s portfolio of seven wholly-owned shopping centres;

UK Hotels: the Group’s hotel properties comprising eight hotels in Greater London and South East, England and one hotel in Edinburgh, Scotland;

RedefineBDL: the Group’s 25.3% shareholding in RedefineBDL. RedefineBDL leases and manages all of the Group’s hotel properties except for the Enfield Travelodge;

Europe: the Group’s properties in Continental Europe, located primarily in Germany but also in Switzerland and the Netherlands. The portfolio comprises shopping centres, discount supermarkets and government-let offices; and

Cromwell: relates to the Group’s investment in the Cromwell Property Group, Australia.

Relevant revenue, asset and capital expenditure information is set out below:

i) Information about reportable segments

UK

Commercial £'000

UK

Retail £'000

Hotels £'000

RBDL £’000

Europe £'000

Cromwell £'000

Total £'000


Rental income 6,994 13,505 6,842 - 7,686 - 35,027

Investment income - - - - - 3,683 3,683

Other income 777 6 - - 6 - 789

Net fair value gain/( loss) on investment property and assets held for sale

4,426 5,117 (5) - (938) - 8,600

Net gain/(loss) from financial assets and liabilities

(283) (11) (217) - 3,497 3,995 6,981

Impairment of loans to joint ventures (476) - - - (742) - (1,218)

Gain on bargain purchase of subsidiary - - - - 197 - 197

Gain on disposal of joint venture investment

- - - - 582 - 582

Equity accounted profit - - 260 3,961 - 4,221

Interest income 4 8 - - 3 8 23

Interest expense - senior debt (1,636) (6,192) (1,961) - (3,049) (993) (13,831)

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UK

Commercial £'000

UK

Retail £'000

Hotels £'000

RBDL £’000

Europe £'000

Cromwell £'000

Total £'000

Property operating expenses (301) (1,691) - - (599) - (2,591)

Total per reportable segments 9,505 10,742 4,659 260 10,604 6,693 42,463

Investment property 135,498 346,710 221,624 - 200,942 - 904,774

Assets held for sale 15,031 5,500 - - 27,557 - 48,088

Investments designated at fair value 27 - 1,789 - - 101,823 103,639

Investment in joint ventures - - - - 12,400 - 12,400

Loans to joint ventures - - - - 20,881 - 20,881

Investment in associates - - - 7,878 - - 7,878

Borrowings – senior debt (99,718) (205,566) (110,535) - (149,806) (25,285) (590,910)


Rental income 8,702 8,517 5,400 - 7,952 - 30,571

Investment Income - - - - - 5,085 5,085

Net fair value gain/( loss) on investment property and assets held for sale

8,879 10,266 5,400 - (4,400) - 20,145


99 7,700 533 - 112 (14,451) (6,007)

Equity accounted profit - - - 176 1,536 - 1,712

Interest income 852 1,935 50 - (66) 10 2,781

Interest expense - senior debt (4,108) (3,796) (1,917) - (3,193) (1,179) (14,193)

Property operating expenses 121 (1,121) (15) - (637) - (1,652)

Total per reportable segments 14,545 23,501 9,451 176 1,304 (10,535) 38,442


Assets held for sale 50,925 - - - - - 50,925

Investments designated at fair value - 88 - - 9 119,960 120,057


Loans to joint ventures 477 - - - 741 - 1,218


Long-term receivables 1,591 - 36,561 - - - 38,152


For the year ended 31 August 2014

Rental income 17,279 21,807 11,350 - 15,745 - 66,181

Investment income - - - - - 10,159 10,159

Net fair value gains/(losses) on investment property and assets held for sale

14,844 15,831 20,608 - (1,469) - 49,814


221 7,671 514 - (2,123) (5,532) 751

Gain on legal extinguishment of debt 44,924 - - - - - 44,924

Equity accounted profit / (loss) - - - 749 3,177 - 3,926

Interest income 157 1,802 3,346 - 312 - 5,617

Interest expense – senior debt (6,491) (11,113) (3,870) - (6,056) (2,369) (29,899)

Property operating expenses (111) (2,903) (19) - (1,212) - (4,245)

Total per reportable segments 70,823 33,095 31,929 749 8,374 2,258 147,228


Assets held for sale 51,850 - - - - - 51,850

Investments designated at fair value 292 - 2,061 - 9 97,803 100,165


Loans to joint ventures 477 - - - 741 - 1,218


Long term receivables 1,591 - - - - - 1,591


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ii) Reconciliation of reportable segment profit or loss


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Rental income

Total rental income for reported segments 35,027 30,571 66,181

Profit or loss


8,600 20,145 49,814


Other income 789 - -

Net gain/(loss) from financial assets and liabilities 6,981 (6,007) 751

Impairment of loans to joint ventures (1,218) - -

Gain on bargain purchase of subsidiary 197 - -

Gain on disposal of joint venture investment 582 - -

Equity accounted profit 4,221 1,712 3,926


Interest expense – senior debt (13,831) (14,193) (29,899)

Property operating expenses (2,591) (1,652) (4,245)

Gain on legal extinguishment of debt - - 44,924

Total profit per reportable segments 42,463 38,442 147,228

Other profit or loss - unallocated amounts

Other income 907 214 1,000

Administrative expenses (3,421) (2,757) (5,405)

Investment adviser and professional fees (2,082) (6,001) (6,482)

Write down and amortisation of intangible assets (116) (22,847) (22,962)


Interest expense (1,108) (7,473) (12,409)

Foreign exchange gain 1,354 2,396 576

Impairment of goodwill - (2,069) (2,069)

Property operating expenses (7) - -

Consolidated profit before taxation 38,498 2,035 101,916

4. NET GAIN/(LOSS) FROM FINANCIAL ASSETS AND LIABILITIES


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Fair value through profit or loss

Equity investments – unrealised (Note 8) 4,008 (14,568) (8,625)

Equity investments – realised - 117 3,093

Derivative financial instruments (581) 1,084 (1,077)

Loss on re-measurement of deferred consideration related to the CMC acquisition

- (613) (613)

Financial assets carried at amortised cost

Gain on loan settlement 3,554 - -

Gain on debt restructure - 6,182 6,182

Reversal of impairment on loans and receivables - 1,791 1,791

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2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Net gain/(loss) from financial assets and liabilities 6,981 (6,007) 751

5. INTEREST EXPENSE


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Interest expense on secured bank loans (14,597) (16,198) (34,238)

Finance lease interest (342) (350) (821)

Interest expense on amounts due to related parties (Note 17) - (314) (413)

Interest expense on other financial liabilities - (435) -

Interest expense on mezzanine financing - (4,369) (6,836)

Total interest expense (14,939) (21,666) (42,308)

Interest expense on secured bank loans for the period ended 28 February 2015 includes £1.1 million (28 February 2014: £1.3 million, 31 August 2014: £2.8 million) in finance costs due to the amortisation of the fair value adjustments on liabilities acquired, or substantially modified leading to the recognition of the deemed new liability at fair value.

6. TAXATION

a) Tax recognised in profit or loss:


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Current income tax

Income tax in respect of current year 7 (727) (2,228)

Withholding tax (537) (488) (1,097)

Deferred tax

Origination and reversal of temporary differences (1,155) 867 4,222

Total income tax (expense)/credit (1,685) (348) 897

No tax was recognised in equity or other comprehensive income during the period (2014: nil).

b) Recognised deferred tax liability and movement during the period:


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Opening balance 702 4,924 4,924

Deferred tax liability recognised on investment properties 1,155 10 (71)

Deferred tax asset recognised on investments at fair value - (877) (4,151)

Closing balance 1,857 4,057 702

c) Reconciliation

The tax for the period is lower than the standard rate of corporation tax in the UK of 21% (28 February 2014: 23%, 31 August 2014: 21%). The differences are explained below:


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Profit before tax 38,498 2,035 101,916

Profit before tax multiplied by rate of corporation tax in the UK of 21% (Prior periods: NRL rate of UK income tax of 23%)

8,084 468 21,402

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2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Effect of:

- exempt property valuations (1,806) (4,633) (10,461)

- gain on legal extinguishment of debt - - (9,434)

- income not subject to UK income tax (4,078) (3,293) (4,981)

- impact of foreign tax (Australian tax on Cromwell) - - (2,428)

- gain from financial assets and liabilities (1,466) 1,382 (158)

- losses carried forward - 1,375 -

- expenses not deductible for tax 414 4,561 4,066

- withholding tax 537 488 1,097

Total tax charge/(credit) for the period 1,685 348 (897)

Net deferred tax assets not recognised amounted to £18.0 million (28 February 2014: £13.8 million; 31 August 2014: £13.8 million).

From the reconciliation above, the effective tax rate of the Group was 4.4% (28 February 2014: 17.1%, 31 August 2014: 0.9%).

The Group converted to a UK-REIT on 4 December 2013. The 31 August 2014 audited financial statements provide further details in this regard.

7. INVESTMENT PROPERTY

The cost of the consolidated investment properties at 28 February 2015 was £1.04 billion (28 February 2014: £0.99 billion, 31 August 2014: £1.03 billion). The carrying amount of investment property is the fair value of the property as determined by a registered independent appraiser having an appropriate recognised professional qualification and recent experience in the location and category of the property being valued (together referred to as “valuers”).

The fair value of each of the properties for the year ended 31 August 2014 was assessed by the valuers in accordance with the RICS standards and IFRS 13. For the six months ended 28 February 2015, the independent valuers performed a desktop review to update the 31 August 2014 valuations to reflect movements in the market.

The valuations performed by the independent valuers are reviewed internally by senior management and by the Audit and Risk Committee. This includes discussion of the assumptions used by the external valuers, as well as a review of the resulting valuations.

The fair value of the property portfolio has been determined using a yield capitalisation technique, whereby contracted and market rental values are capitalised at a market capitalisation rate. The resulting valuations are cross-checked against the net initial yield and the fair market values per square foot derived from comparable recent market transactions.

The valuation technique described above is consistent with IFRS 13 and uses significant “unobservable” inputs. There have been no changes in valuation techniques since the prior year.

The Group considers that all of its investment properties and assets held for sale fall within ‘Level 3’, as defined by IFRS 13. Accordingly, there has been no transfer of properties within the fair value hierarchy over the period.


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Opening balance 892,546 643,892 643,892

Properties acquired during the period 26,855 88,514 113,125

Capitalised expenditure 1,278 1,509 3,834

Disposals during the period (1,874) (23,119) (24,057)

Impact of acquisition of subsidiaries (Note 20) 26,130 118,597 123,043

Foreign exchange movement in foreign operations (17,439) (7,454) (16,280)

Net fair value gain on investment property 10,466 20,245 48,989

Reclassification to assets held for sale (Note 11) (33,188) - -

Closing balance 904,774 842,184 892,546

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On 22 September 2014, the Group completed the acquisition of the Doubletree by Hilton in Edinburgh for £26.85 million representing a net initial yield of approximately 6.9%. The hotel is leased to Redefine Hotel Management Limited, a wholly owned subsidiary of RedefineBDL.

On 4 February 2015, the Group disposed of a freehold property in Clifton More, York for £1.87 million in the ordinary course of business.

The £6.7million deferred proceeds from the disposal of Lyon and Equitable House, Harrow outstanding at 31 August 2014 were received in full on 12 December 2014.

A reconciliation of investment property valuations to the condensed consolidated balance sheet is shown below:


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Investment property at market value as determined by external valuers

936,382 880,816 927,713

Freehold 709,953 663,985 677,727

Leasehold 226,429 216,831 249,986

Adjustments for items presented separately on the balance sheet:

- Add minimum payment under head leases separately included under borrowings

16,480 12,293 16,683

- Investment properties classified as assets held for sale (Note 11)

(48,088) (50,925) (51,850)

Carrying value of investment property 904,774 842,184 892,546

8. INVESTMENTS AT FAIR VALUE

The following table details investments at fair value and designated at fair value.


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Derivative financial instruments (Note 15) 1,816 25 2,362

Investment in Cromwell – designated at fair value 101,823 119,960 97,803

Other investments – designated at fair value - 72 -

Closing balance 103,639 120,057 100,165

The movement in investments designated at fair value may be reconciled as follows:


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Opening balance 100,165 139,092 139,092

Movement in unrealised gains and losses on derivatives (534) (86) (244)

Movement in unrealised gains and losses on Cromwell (Note 4)

4,008 (14,568) (8,625)

Disposal of Cromwell shares - (4,498) (35,646)

Realised gains on sale of Cromwell shares - 117 3,093

Premium paid on derivative cap acquired - - 2,495

Closing balance 103,639 120,057 100,165

The Group’s shareholding in Cromwell at 28 February 2015 was 9.95% (31 August 2014: 9.99%, 28 February 2014: 13.17%). The closing price of Cromwell on 28 February 2015 was 1.165 Australian cents per security (28 February 2014: 99.0 cents; 31 August 2014: 100.5 cents). The Group’s shareholding has been diluted via the issue of additional securities by Cromwell, largely relating to their Dividend Reinvestment Plan.

9. INTERESTS IN JOINT VENTURES


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Opening balance 16,381 15,150 15,150

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2015 £'000


2014 £'000

Audited 31 August

2014 £'000

- Investment in joint ventures 15,163 15,150 15,150

- Loans to joint ventures 1,218 - -

Increase in interest 21,544 1,218 1,218

- Investment in joint ventures 1 - -

- Loans to joint ventures 21,543 1,218 1,218

Movements in investment balance (2,764) 42 13

- Disposal of joint venture on acquisition of additional shareholding

(2,632) - -

- Equity accounted profit 3,961 1,536 3,177

- Foreign currency loss recognised through the foreign currency translation reserve

(1,123) - (1,530)

- Distribution received from joint ventures (2,970) (1,494) (1,634)

Movements in loan balance (1,880) - -

- Impairment of loans to joint ventures (1,218) - -

- Foreign currency loss recognised in the income statement

(662) - -

Closing balance 33,281 16,410 16,381

- Investments in Joint Ventures 12,400 15,192 15,163

- Loans to Joint Ventures 20,881 1,218 1,218

The Group’s investments in joint ventures currently consist of the following:

(i) 50% in Pearl House Swansea Limited, a joint venture with Sandgate Properties Limited, which owns a long leasehold retail interest in Swansea, Wales;

(ii) 50% in Swansea Estates Limited, a joint venture with Sandgate Properties Limited, which owns a long leasehold retail interest in Swansea, Wales;

(iii) 50% in 26 The Esplanade No 1 Limited, a joint venture with Rimstone Limited, which ultimately owns an office building in St. Helier, Jersey;

(iv) 50.5% interest in RI Menora German Holdings S.a.r.l, a joint venture with Menora Mivtachim, which ultimately owns properties in Waldkraiburg, Hucklehoven and Kaiserslautern in Germany. Notwithstanding the economic shareholding the contractual terms provide for joint control and so the Company is not deemed to control the entity;

(v) 49% interest in VBG Holdings S.a.r.l., a joint venture with Menora Mivtachim, which ultimately owns government-let properties in Dresden, Berlin, Stuttgart and Cologne, Germany. Following an assessment of the rights of each shareholder under the shareholder agreement this entity is deemed to be a joint venture of the Group;

(vi) 50% interest in Leopard Germany Holding 1 S.a.r.l and Leopard German Property ED1, 2, 3 and 4 and ME1 and ME2 S.a.r.l. and ED2 GmbH & Co KG, a joint venture with Redefine Properties Ltd, the Company’s largest shareholder. These companies hold 56 retail properties in Germany comprising a mix of stand-alone supermarkets, food-store anchored retail parks and cash and carry stores;

(vii) 50% in Ciref Crawley Limited, a joint venture with Graymont Limited. The joint venture properties in Crawley, Surrey were sold on 20 November 2014.

Acquisition of joint ventures

On 29 January 2015 the Group in joint venture with Redefine Properties Ltd, the Company’s largest shareholder acquired an interest in Leopard Germany Holding 1 S.a.r.l and Leopard German Property ED1, 2, 3 and 4 and ME1 and ME2 S.a.r.l. and ED2 GmbH & Co KG. These companies hold 56 retail properties in Germany. Consideration for the acquisition was €57.4million (£43.1million) which was funded equally by the Company and Redefine Properties Ltd. As at 28 February 2015 deferred consideration for this acquisition of £6.38million is included in trade and other payables.

The Company’s investment in these joint ventures is the form of:

1) An interest in the share capital of the joint venture companies; and 2) Loans advanced to the joint venture entities. These loans bear interest at between 6% and 7% and have

remaining maturities of between 5 and 6 years. The loans bear significant risk given the nominal share capital in the entities and have as a result been included in the Interests in Joint Ventures note.

Disposal of joint ventures

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On 19 December 2014, the Company acquired an additional 44.9% shareholding in Ciref Premium Holdings Limited (previously named Ciref Nepi Holdings Limited) from its joint venture partner, New Europe Property (BVI) Limited for a consideration of €3.63million (£2.84million). Ciref Premium Holdings Limited owns six properties in Germany (the “Premium Portfolio). This acquisition brings the Group’s interest in Ciref Premium Holdings Limited to 94.9%. See Note 20 for further details of the acquisition.

The Group recognised a gain on the disposal of this joint venture of £425k being the difference between the carrying value of the joint venture on the date of the disposal and the fair value of Group’s share of net assets. £157k being the related foreign currency translation reserve was also recycled to the income statement on sale of the Group’s interest in the joint venture resulting in a gain of £582k.

The investment in joint ventures includes investments at nil value in the balance carried forward on 1 September 2014. Trade and other receivables at 28 February 2015 also includes a distribution receivable from Wichford VBG Holding S.a.r.l of £2.73million.

10. INVESTMENTS IN ASSOCIATES


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Opening balance 7,967 - -

Acquisition of/increase in investment in associates - 7,261 7,261

Equity accounted profits 260 176 436

Distribution received from associates (349) - (43)

Gain on dilution of interest - - 313

Dilution of previous interest - - (1,735)

Interest in cash subscribed - - 2,048

Closing balance 7,878 7,437 7,967

Investments in associates comprise the 25.3% shareholding in RedefineBDL. A 33% shareholding was acquired in RedefineBDL as part of the management internalisation on 2 December 2013. This shareholding was subsequently diluted to 25.3% with effect from 1 May 2014 following the issue of additional shares by RedefineBDL.

11. ASSETS HELD FOR SALE


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Opening balance 51,850 57,250 57,250

Capitalised expenditure - 50 50

Transfers in from investment property (Note 7) 33,188 - -

Disposals during the period (35,084) (6,275) (6,275)

Net fair value (loss)/gain on assets held for sale (1,866) (100) 825

Closing balance 48,088 50,925 51,850

Assets held for sale include the following property assets:


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Matterhorn properties, Switzerland 27,557 - -

Delamere place, Crewe 5,500 - -

Delta 15,031 50,925 51,850

Total assets held for sale 48,088 50,925 51,850

On 26 October 2014 the Company exchanged contracts to dispose of its two properties located in Switzerland with the properties expected to be sold within the next 12 months. They have as a result been classified as assets held for sale.

The Company restructured the £114.6 million Delta facility in October 2012 requiring it to meet certain disposal targets. In line with this agreement, the Company disposed of ten regional office assets within the Delta portfolio for an aggregate consideration of £35.08 million on 7 October 2014. The proceeds of these sales were utilised to reduce the Delta facility loan balance. The Group had undertaken to sell the remaining Delta properties (three assets) prior to the end of April 2015. As a result these three properties continued to be included in assets held for sale at 28 February 2015. Post period end the Company acquired the remaining three properties from the security pool with the related proceeds applied to the repayment of debt..

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The Company also undertook to dispose of Delamere Place, Crewe during the period and therefore it was reclassified to the held for sale classification. The Company exchanged contracts with Chesire East Council to sell the property for a net amount of £5.5million on 21 April 2015.

12. CASH AT BANK


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Cash at bank consists of the following:

Unrestricted cash balances 48,764 68,865 83,781

Bank balances 38,683 15 63,732

Call deposits 10,081 68,850 20,049

Restricted cash balances 7,490 16,352 6,611

56,254 85,217 90,392

At 28 February 2015, there was £7.49 million (28 February 2014: £16.4 million, 31 August 2014: £6.6 million) of cash at bank to which the Group did not have instant access. This balance includes £5.47 million held with Aviva with regards to the developments in Birchwood Warrington Limited, and the proposed developments in Grand Arcade Wigan Limited and Weston Favell Limited (28 February 2014: £5.7m, 31 August 2014: £5.5m).

The remaining £2.02 million restricted cash balance relates to rental income received to restricted bank accounts as interest and other related expenses are paid from these monies. At 28 February 2015 trade and other payables include accrued interest on bank debt facilities of £1.2 million (28 February 2014: £5.2 million, 31 August 2014: £1.1 million) against which the restricted cash balances will be applied.

13. CAPITAL AND RESERVES


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Authorised

Ordinary shares of 8 pence each

- number 1,800,000,000 1,800,000,000 1,800,000,000

- £'000 144,000 144,000 144,000

Issued, called and fully paid

Opening: Ordinary Shares of 8 pence each

- number 1,296,097,349 967,963,757 967,963,757

- £'000 103,688 77,437 77,437

Shares issued during the period of 8 pence each

- number 23,811,486 302,364,897 328,133,592

- new issue (for cash, as consideration for acquisitions and to settle the incentive fee)

- 302,364,897 302,809,651

- scrip dividend 23,811,486 - 25,323,941

- £'000 1,905 24,189 26,251

Closing: Ordinary Shares of 8 pence each

- number 1,319,908,835 1,270,328,654 1,296,097,349

- £'000 105,593 101,626 103,688

SHARE CAPITAL AND SHARE PREMIUM

Scrip dividend issue

On 30 April 2014 the Company declared an interim dividend of 1.50p per share in respect of the six months ended 28 February 2014 and offered shareholders an option to receive either a scrip dividend by way of an issue of new Redefine International shares credited as fully paid up or a cash dividend. The Company received election forms from shareholders holding 919,239,020 ordinary shares of 8p each in the Company representing a 72% take up by shareholders, for which 25,323,941 scrip dividend shares were issued.

On 29 October 2014 the Company declared a second interim dividend of 1.70p per share in respect of the six months ended 31 August 2014 and again offered shareholders the option to receive ordinary shares in lieu of the

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cash dividend. The Company received election forms from shareholders holding 748,692,215 ordinary shares of 8p each representing a 58% take up by shareholders, for which 23,811,486 scrip dividend shares were issued.

OTHER RESERVES

Other reserves comprise the share-based payment reserve and other reserves.

Share-based payment reserve

The share-based payment reserve at 28 February 2015 of £0.83 million (31 August 2014: £0.46 million, 28 February 2014L £1.37 million) relates to shares issued arising from equity settled share-based payments to employees if certain conditions are met.

An additional 3,399,583 shares were granted in respect of the PSP on 3 February 2015 for the performance period beginning 1 September 2014. The fair value of this grant totalled £896,879 which is amortised over the three year vesting period from 1 September 2014.

Other reserves

These reserves arose from the acquisition of subsidiaries.

DISTRIBUTIONS

In terms of the dividend policy, the Company will seek to distribute the majority of its recurring earnings available for distribution in the form of dividends. However, there is no assurance that the Company will pay a dividend or, if a dividend is paid, the amount of such dividend.

14. BORROWINGS


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Non-current

Loan facilities 542,485 508,078 528,183

Less: deferred finance costs (1,972) (2,212) (1,940)

Aviva profit share* 3,989 3,203 3,203

Finance leases 15,629 11,668 15,679

Total non-current borrowings 560,131 520,737 545,125

Current

Loan facilities 48,425 243,964 97,821

Less: deferred finance costs (1,244) (1,301) (1,545)

Aviva profit share 1,230 2,402 2,402

Finance leases 878 625 1,004

Total current borrowings 49,289 245,690 99,682

Total borrowings 609,420 766,427 644,807

* As part of the terms of the Aviva debt restructure in 2013, Aviva have retained the right to participate in 50% of the income and capital growth generated by Grand Arcade Wigan (after all costs, expenses and interest). This profit share is deemed to be a financial liability since it varies in relation to a non-financial variable specific to a party to the contract. It has been recognised initially at fair value and thereafter will be carried at amortised cost.

a) Loans

This note provides information about the contractual terms of the Group’s loans and borrowings, which are measured at amortised cost.

SECURED BORROWINGS

The terms and conditions of outstanding loans are as follows:


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Facility Amortising Lender Loan interest

rate

Currency Maturity date

Carrying Value

Carrying Value

Carrying Value

Delta1 Partly Windermere

XI CMBS LIBOR + 0.75%

GBP April 2015 38,383 74,059 73,110

Schloss-Strassen, Berlin

Yes HSH Nordbank

EURIBOR + 2.0%

EUR August 2017

47,853 51,868 53,545

Bahnhof Altona, Yes HSH EURIBOR EUR February 37,410 45,281 40,291

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All bank loans are secured over investment property, and bear interest at the specified interest rates.

1 The Delta facility will reduce in line with the Group’s disposal targets in respect of the remaining Delta portfolio assets. The

remaining 3 assets were due to be sold before the end of April 2015. As detailed in Note 25, the Group acquired these assets from

the security pool post period end with the purchase price applied to the repayment of the original debt.

2 These facilities were subject to a fundamental debt restructure in December 2013 and are cross collateralised against each other.

3 Fixed rates.

4 The RHH portfolio was refinanced on 4 August 2014 with Aareal Bank, with the term extended from November 2015 to November

2021. At that point an additional £16 million was drawn down under the facility to fund the acquisition of the Southwark hotel

extension. The interest rate was amended under the terms of the revised agreement from Libor plus a margin of 2.15% to Libor plus

a margin of 2.275%. This was not deemed to be a substantial modification in the terms of the original debt. Subsequently the Group

drew down an additional £14.9 million under the facility to finance the acquisition of the Doubletree Hilton, Edinburgh on 19

December 2014.

Hamburg Nordbank + 2.2% 2020 City Arkaden Ingolstadt

Yes Eurohypo EURIBOR + 1.15%

EUR June 2016 8,612 11,685 9,267

Weston Favell Limited

2 Yes Aviva 5.71%

3 GBP November 2038

47,117 47,065 47,091

Grand Arcade Wigan Limited

2 No Aviva 5.68%

3 GBP April 2032 60,635 60,292 60,461

Birchwood Warrington Limited

2

Partly Aviva 6.10%3 GBP September

2035 25,590 25,655 25,649

Byron Place Seaham Limited

2 Partly Aviva 6.44%

3 GBP September 2031

15,343 15,391 15,367

Redefine Hotel Holdings Limited

4 Yes Aareal LIBOR +

2.28% GBP November

2021 110,535 84,975 95,624

Zeta Yes Lloyds TSB LIBOR + 3.25%

GBP May 2018 34,195 36,195 34,695

St Georges Harrow Limited

Partly Landesbank Berlin

LIBOR + 2.5%

GBP April 2016 38,813 39,963 39,388

Redefine Australian Investments Limited

No Investec BBSY + 4%

AUD March 2016 25,285 32,017 28,218

West Orchards Coventry Limited

Yes Santander LIBOR + 2.75%

GBP December 2018

18,068 18,250 18,159

Hague Partly SNS Property Finance

EURIBOR + 1.8%

EUR July 2016 14,149 16,700 15,796

Ciref Berlin 1 Limited and Ciref Gerrman Portfolio Limited

5

Partly RBS EURIBOR + 1.2%

EUR September 2014

- 13,069 11,476

Kalihora Holdings Limited

Yes UBS LIBOR + 1.25%

CHF October 2018

10,943 11,430 10,818

Princes Street Investments Limited

Partly HSBC LIBOR + 2.65%

GBP September 2016

10,767 8,907 10,887

Gibson Property Holdings Limited

Partly Aviva 6.37%3 GBP June 2029 10,473 10,650 10,564

ITB Herzogenrath B.V.

Yes Bayern LB EURIBOR + 1.3%

EUR October 2017

6,064 7,051 6,700

ITB Schwandorf B.V.


EUR October 2017

5,016 5,832 5,542

Newington House Limited

6

Yes AIB LIBOR + 2.30%

GBP December 2019

5,899 5,974 5,974

CEL Portfolio Limited & Co. KG

10

Yes BayernLB 1.92%3 EUR June 2019 2,538 3,752 3,589

CEL Portfolio 2 Limited & Co. KG


EUR September 2018

2,881 3,342 3,174

Premium Portfolio7 Yes Munchener EURIBOR

+ 1.0% EUR February

2020 13,776 - -

Redefine Investment Managers Limited

No Standard Bank

Libor + 4.57%

GBP May 2014 - 5,400 -

Gamma8 No Windermere

VIII CMBS LIBOR + 0.75%

GBP October 2012

- 41,862 -

Total secured bank loans 590,345 676,665 625,385

Mezzanine Capital Limited

9

7.10% - 10%

3 GBP Various - 51,282 -

Coronation Group Investments Limited

6%3 GBP 2014 - 23,452 -

CEL Portfolio Limited & Co. KG

0%3 GBP 2029 565 643 619

Total secured loans 590,910 752,042 626,004

of 42

5 These facilities were repaid by the Group on 15 October 2014.

6 The Newington House facility was refinanced on 18 December 2014. The new loan has a maturity date of 19 December 2019.

7 The Premium facilities were acquired as part of the purchase of the additional 44.9% shareholding in Ciref Premium Holdings

Limited (previously Ciref Nepi Holdings Limited). These facilities were refinanced with Munchener Hypothekenbank EG on 27

February 2015. The Company contributed an additional €6.0 million of equity as part of the refinancing, being the difference

between the old facility of €25 million and the new €19 million Munchener facility. The new facility has an all-in rate of 1.305%.

8 The Gamma debt was legally extinguished during the year ended 31 August 2014.

9 The outstanding Mezzanine Capital facilities were repaid in the financial year ended 31 August 2014

10 The loan from Valovis bank was refinanced during the period.


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Non-current liabilities

Secured bank loans 542,485 508,078 528,183

Total non-current secured loans borrowings 542,485 508,078 528,183

The maturity of non-current borrowings is as follows:

Between one year and five years 277,394 268,089 99,682

More than five years 265,091 239,989 428,501

542,485 508,078 528,183

Current liabilities

Secured loans 48,425 243,964 97,821

Total current secured loans and borrowings 48,425 243,964 97,821

Total secured loans and borrowings 590,910 752,042 626,004

Exposure to credit, interest rate and currency risks arises in the normal course of the Group's business. Derivative financial instruments are used to reduce exposure to fluctuations in interest rates. Refer to Note 15 for further details.

b) Finance leases

Obligations under finance leases at the reporting dates are as follows:


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Gross finance leases liabilities repayable:

Not later than one year 878 625 878

Later than one year not later than five years 3,513 2,502 3,513

Later than five years 95,043 36,421 95,595

99,434 39,548 99,986

Less: finance charges allocated to future periods (82,927) (27,255) (83,303)

Present value of minimum lease payments 16,507 12,293 16,683

Present value of finance lease liabilities repayable:

Not later than one year 878 625 878

Later than one year not later than five years 2,955 2,133 2,955

Later than five years 12,674 9,535 12,850

Present value of minimum lease payments 16,507 12,293 16,683

15. DERIVATIVES

The Group enters into interest rate swaps and interest rate cap agreements. The purpose is to manage the interest rate risks arising from the Group’s operations and its sources of finance.

Interest rate swaps are employed by the Group to convert the Group’s borrowings from floating to fixed interest rates and are detailed in a) below.

Interest rate caps as detailed in b) below are employed by the Group to limit the exposure to upward movements in interest rates.

It is the Group’s policy that no economic trading in derivatives is undertaken.

of 42

Summary of fair value of interest rate swaps and interest rate caps


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

a) Interest rate swaps

Interest rate swaps - liabilities

Non-current (4,611) (252) (2,176) Current (857) (3,336) (3,085)

(5,468) (3,588) (5,261) Interest rate swap assets* 27 - 128

Net fair value of interest rate swaps (5,441) (3,588) (5,133)

b) Interest rate cap agreements Interest rate cap liabilities - - (3) Interest rate cap assets* 1,789 25 2,234

Fair value of interest rate cap agreements 1,789 25 2,231

Net fair value of derivative instruments (3,652) (3,563) (2,902)

* Derivative assets are included in investments at fair value (Note 8).

16. SHARE BASED PAYMENTS

The Group’s share-based payments are all equity-settled and comprise the Long-Term Performance Share Plan (“PSP”) for Executive Directors and the Restricted Stock Plan for employees. In accordance with IFRS 2 ‘Share-based payments’ the fair value of equity-settled share-based payments to employees is determined at grant date, and is expensed on a straight-line basis over the vesting period, with a corresponding credit to the share-based payments reserve. The Company utilises the Monte-Carlo simulation valuation model to determine the fair value at grant date.

Long-Term Performance Share Plan

28 February 2015

Number of Shares

‘000

28 February 2014

Number of Shares

‘000

31 August 2014

Number of Shares

‘000

Awards brought forward 3,970 - -

Awards made during the current period 3,400 3,970 3,970

Awards carried forward 7,370 3,970 3,970

Share-based payment charge

28 February 2015 £’000

28 February 2014 £’000

31 August 2014 £’000

Opening balance 456 - -

Share based payment expense in the period/year 377 1,368 456

Closing share-based payment balance 833 1,368 456

The PSP for Executive Directors authorises the Remuneration Committee to make grants of PSP shares with a face value of up to 100% of salary to participants. Awards of PSP shares are subject to performance measures over three years. Half of the award will vest dependent on the Company’s Total Shareholder Return (“TSR”) equalling, or exceeding, the TSR relative to that of each of the members of the FTSE EPRA / REIT Developed Europe Index (“the Index”) and the other half of an award will be subject to a performance target which measures the Company’s TSR relative to that of the members of a bespoke comparator group. Vesting is on a sliding scale between 25% for median performance and 100% for upper quartile performance, with 0% vesting below a median performance.

For the market-based TSR awards, the effect of the performance conditions is incorporated into the grant date fair value of the award. The fair value calculation assumes that PSP shares will be awarded at 73% of the face value at grant date for the portion of the award subject to relative TSR performance against members of the Index and 65% of the face value at grant for the portion of the award subject to relative TSR performance against members of the comparator group and. No subsequent adjustment to the charge can be made to reflect the outcome of the performance test. Adjustments can, however, be made for participants who leave the scheme before vesting.

The shares outstanding under the scheme are to be issued for nominal consideration provided performance conditions are met.

3,399,583 shares were granted in respect of the PSP on 3 February 2015 to the executive Directors.

To calculate the fair value of share-based long term incentives, it was necessary to make a number of assumptions. For the purpose of the valuation performed, use was made of the Company’s LSE listing in developing share price volatility, dividend yield and index correlation assumptions. The table below set out the assumptions made:

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Elements Assumptions Assumptions

2014 Grant 2013 Grant

Volatility 22.6% 24.4%

Risk-free rate 0.76% 0.89%

Correlation of the comparator group companies 23.2% 27.6%

Correlation of the Index companies 29.6% 41.9%

17. RELATED PARTY TRANSACTIONS

Related parties of the Group include associate undertakings and joint ventures, Directors and key management personnel and connected parties, the major shareholder Redefine Properties Limited as well as entities connected through common directors.

MANAGEMENT INTERNALISATION

Following the management internalisation and related acquisition of the investment adviser on 2 December 2013, RIMH and its group undertakings are no longer considered related parties as they are consolidated within the Group.


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Trading transactions

Rental income received from Redefine Hotel Management Limited

6,456

5,400

11,350

Interest income from Redefine Hotel Holdings Limited non-controlling shareholders

370

-

-

Fee income from Wichford VBG Holding S.a.r.l - - 3

Fee income from Redefine Hotel Management Limited - - 11

Interest receivable from RedefineBDL - - 39

Interest payable to Coronation Group Investments Limited

-

-

(413)

Portfolio management fees charged by Redefine International Property Management Limited

-

(501)

(340)

Portfolio management fees charged by Redefine Redefine International Management Holdings Limited (previously Redefine International Fund Managers)

(8)

(160)

(160) Portfolio management fees charged by Redefine International Group Services Limited

(24)

-

-

Portfolio management fees charged by Redefine International Fund Managers Europe Limited

(97)

(709)

(289)

Amounts receivable

Redefine Hotel Management Limited 4,958 4,096 4,082

Redefine Earls Court Management Limited 1,103 - -

Redefine BDL Hotels UK Limited 60 - -

Mezzanine Capital Limited 1,764 - -

Wichford VBG Holding S.a.r.l 2,730 - -

RI Menora German Holdings S.a.r.l 50 - -

Loan to Redefine Hotel Holdings non-controlling shareholder

8,678

7,000

-

Loans to joint ventures 20,881 - -

Pearl House Swansea Limited - 476 476

Corovest Offshore Limited - 162 30

Ciref Crawley Investments Limited - 48 49

Swansea Estates Limited - 87 87

Redefine International Hotels - 3,012 -

Amounts Payable

26 The Esplanade No 1 Limited 200 22 22

Mezzanine Capital Limited 2,441 - -

Wichford VBG Holding S.a.r.l 1,716 - 732

RI Menora German Holdings S.a.r.l 77 - -

of 42


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Pearl House Swansea Limited 15 - -

DIRECTORS

The remuneration paid to non-executive directors for the period ended 28 February 2015 was £148,253 which represents Director’s fees only (28 February 2014: £160,318, 31 August 2014: £306,053).

There have been no changes in the executive Directors’ shareholdings since the issue of the annual report to shareholders on 19 December 2014.

The remuneration paid to executive directors for the period ended 28 February 2015 was £647,417.

18. EARNINGS PER SHARE AND HEADLINE EARNINGS PER SHARE

Earnings per share are calculated on the weighted average number of shares in issue and the profit/ (loss) attributable to shareholders.

Headline earnings per share has been calculated in line with JSE requirements.


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Net profit/(loss) attributable to equity holders (Basic and Diluted)

35,249 (897) 95,200

Weighted average number of ordinary shares 1,307,280 1,100,490 1,192,268

Diluted weighted average number of ordinary shares 1,311,582 1,100,490 1,192,268

Number of ordinary shares

- In issue 1,319,909 1,270,329 1,296,097

- Weighted average 1,307,280 1,100,490 1,192,268

- Diluted weighted average 1,311,582 1,100,490 1,192,268

Earnings/(loss) per share (pence)

- Basic 2.70 (0.08) 7.98

- Diluted 2.69 (0.08) 7.98

Headline earnings/(loss) per share (pence)

- Basic 1.82 (0.22) 1.94

- Diluted 1.81 (0.22) 1.94

Reviewed

28 February 2015 £'000


2014 £’000

Audited 31 August

2014 £'000

Profit/(loss) attributable to equity holders of the parent

35,249

(897)

95,200

Changes in fair value of investment property (net of deferred tax)

(7,131)

(18,437)

(44,061)

Net fair value (gain) on investment property (8,600) (20,145) (49,814)

Deferred taxation 1,155 10 (71)

Effect of non-controlling interest on above 42 2,055 5,972

Net fair value losses in joint ventures 272 (357) (148)

Gain on disposal of joint venture investment (582) - -

Gain on bargain purchase of subsidiary (197) - -

Gain on debt restructure (3,554) (6,182) (6,182)

Impairment of goodwill - 2,069 2,069

Impairment of intangible assets - 22,789 22,789

Gain on legal extinguishment of debt - - (44,924)

Reversal of impairments - (1,791) (1,791)

Headline earnings attributable to equity holders of the parent

23,785

(2,449)

23,100

Reconciliation to earnings available for distribution (unaudited and not reviewed)

Gain on financial assets and liabilities (2,357) 13,980 7,222

Straight-lining of rental income 709 461 1,064

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2015 £'000


2014 £’000

Audited 31 August

2014 £'000

Fair value interest amortisation 1,101 1,397 2,630

Net interest on mezzanine financing - 398 1,347

Amortisation of debt issue costs 738 637 2,730

Share-based payment 377 1,368 456

Capital gains tax on Cromwell disposal - 298 1,724

Deferred tax released in relation to Cromwell - (877) (4,151)

Unrealised foreign exchange gain (1,354) (2,408) (730)

Non-distributable interest/(net income) from Gamma facility entities

-

2,413

2,998

Non-distributable income from Delta facility entities (372) (851) (1,749)

Non-distributable equity accounted profits (2,406) 763 558

Earnings on new investments 1,150 540 540

Hague non-cash earnings (400) - -

Capital costs included in professional fees 701 3,059 2,781

Cum dividend component of Cromwell disposal - - 399

Amortisation of intangible asset 116 58 173

Depreciation 55 17 56

Impact of non-distributable items on non-controlling interest

(475)

(893)

(2,043)

Earnings available for distribution (not reviewed or audited)

21,368

17,911

39,105

Interim dividend - - (19,062)

Earnings available for distribution at period end (not reviewed or audited)

21,368

17,911

(20,043)

Number of ordinary shares in issue at period end 1,319,909 1,270,329 1,296,097

Weighted average ordinary shares 1,307,280 1,155,249 1,192,268

Weighted average distributable earnings per share 1.63 1.55 3.28

Dividend per share (pence) 1.60 1.50 3.20

First interim dividend per share (pence) 1.60 1.50 1.50

Second interim dividend per share (pence) - - 1.70

19. NET ASSET VALUE PER SHARE


2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Net assets attributable to equity shareholders (£'000) 500,007 394,009 481,042

Number of Ordinary Shares ('000's) 1,319,909 1,270,329 1,296,097

Diluted number of shares ('000's) 1,324,211 1,270,329 1,296,097

Net asset value per share (pence):

- Basic 37.88 31.02 37.11

- Diluted 37.76 31.02 37.11*

20. ACQUISITION OF SUBSIDIARIES

On 19 December 2014, the Company acquired an additional 44.9% shareholding in Ciref Premium Holdings Limited (previously named Ciref Nepi Holdings Limited) from its joint venture partner, New Europe Property (BVI) Limited for a consideration of €3.63million (£2.84million). Ciref Premium Holdings Limited owns six properties in Germany (the “Premium Portfolio”). This acquisition brings the Group’s interest in Ciref Premium Holdings Limited to 94.9% and it is accounted for as a subsidiary undertaking from the acquisition date i.e. the date control was obtained.

The 2014 acquisitions relate to the purchase of the companies holding Grand Arcade, Wigan and West Orchards, Coventry.

The assets and liabilities arising from the acquisition and the net cash position have been summarised in the table below:

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2015 £'000


2014 £'000

Audited 31 August

2014 £'000

Fair value of identifiable assets and liabilities

Investment property (including finance leases) 26,130 118,597 123,043

Trade and other receivables 78 709 709

Cash and cash equivalents 917 1,182 1,182

Loans and borrowings (including finance leases) (19,595) (69,273) (73,719)

Trade and other payables (including derivatives) (1,417) (44,069) (44,069)

6,113 7,146 7,146

Fair value of consideration transferred

Cash consideration (2,837) (7,146) (7,146)

Fair value of existing 50% shareholding (3,057) - -

(5,894) (7,146) (7,146)

Goodwill

Fair value of identifiable assets and liabilities 6,113 7,146 7,146

Non-controlling interest (22) - -

Consideration (5,894) (7,146) (7,146)

Gain on bargain purchase of subsidiary 197 - -

Ciref Premium Holdings Limited acquisition

The fair value of the investment property was determined by the Directors having regard to the 31 August 2014 independent valuation and movements in the market up to the date of acquisition.

The fair value of loans and borrowings was determined by reference to market interest rates available for similar debt instruments.

The fair value of trade receivables and trade payables was determined based on the terms of the underlying transactions and was for the most part deemed to approximate their carrying value.

The gain on bargain purchase needs to be considered in light of the impairment of loans to Ciref Premium Holdings Limited of £742k included in the impairment of loans to joint ventures disclosed in Note 9 of the financial statements. If the acquisition had occurred on 1 September 2014, management estimates that consolidated revenue for the Group would have been £79.4 million and consolidated profit for the year would have been £103.6 million. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition occurred at the beginning of the period.

21. INTEREST RATE RISK

The Group's exposure to the risk of the changes in market interest rates relates primarily to the Group's long-term debt obligations with floating interest rates. The Group uses interest rate derivatives to mitigate its exposure to interest rate fluctuations. At the period end, as a result of the use of interest rate swaps and caps, the majority of the Group's borrowings were at fixed interest rates.

The Group’s EPRA earnings have limited exposure to interest rate fluctuations until the repayment dates for the loans for which the interest rate swaps and caps have been arranged. Please see Note 15 for further details on the Group's interest rate swap and cap agreements.

22. LIQUIDITY RISK

The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The monitoring of liquidity risk is assisted by the monthly review of financial covenants imposed by financial institutions, such as interest and loan to value covenant ratios. Renegotiation of loans takes place in advance of any potential covenant breaches in so far as the factors are within the control of the Board. In periods of increased market uncertainty the Board strives to ensure sufficient cash resources are available for potential loan repayments/cash deposits as may be required by financial institutions.

23. FAIR VALUES

Basis for determining fair values

The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements.

Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.

Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar

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instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

Fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations. For all other financial instruments the Company determines fair values using net present value and discounted cash flow models and comparisons to similar instruments for which market observable prices exist. Assumptions and inputs used in valuation techniques include risk-free and benchmark interest rates, credit spreads and other premia used in estimating discount rates, foreign currency exchange rates and expected price volatilities and correlations. The objective of valuation techniques is to arrive at a fair value determination that reflects the price of the financial instrument at the reporting date that would have been determined by market participants acting at arm’s length.

The Group uses widely recognised valuation models for determining the fair value of common and more simple financial instruments such as interest rate swaps that use only observable market data and require little management judgement and estimation. Observable prices and model inputs are usually available in the market for simple over the counter derivatives, e.g. interest rate swaps. Availability of observable market prices and model inputs reduces the need for management judgement and estimation and also reduces the uncertainty associated with determination of fair values. Availability of observable market prices and inputs varies depending on the products and markets and is prone to changes based on specific events and general conditions in the financial markets.

The tables below present information about the Group’s assets and liabilities measured at fair value at 28 February 2015 and at comparative periods.

Level 1 £’000

Level 2 £’000

Level 3 £’000

Total Fair value

£’000

28 February 2015

Financial assets

Designated at fair value through profit or loss (Note 8) 101,823 - - 101,823

Derivative financial assets (Note 15) - 1,816 - 1,816

101,823 1,816 - 103,639

Financial liabilities

Derivative financial liabilities (Note 15) - (5,468) - (5,468)

- (5,468) - (5,468)

28 February 2014

Financial assets

Designated at fair value through profit or loss (Note 8) 119,960 72 - 120,032

Derivative financial assets (Note 15) - 25 - 25

119,960 97 - 120,057



- (3,588) - (3,588)

31 August 2014

Financial assets

Designated at fair value through profit or loss (Note 8) 97,803 - - 97,803

Derivative financial assets (Note 15) - 2,362 - 2,362

97,803 2,362 - 100,165



- (5,264) - (5,264)

No financial instruments were transferred between levels during the period.

The investment in Cromwell is categorised as a Level 1 investment as it has been priced using quoted prices in an active market.

Interest rate swaps and caps have been categorised as Level 2 as although they are priced using directly observable inputs, the instruments are not traded in an active market.

24. CAPITAL COMMITMENTS

The Group has capital commitments of £22.4 million (28 February 2014: £9.3 million, 31 August 2014: £8.5 million) in respect of capital expenditure contracted for at the reporting date, but not yet incurred, for future transactions approved by the Board.

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25. SUBSEQUENT EVENTS

The Board resolved to declare an interim dividend of 1.60 pence per share. The record date for the interim dividend is 22 May 2015. The dividend will be paid to shareholders on 5 June 2015.

The Company proposes to offer shareholders the option to receive ordinary shares in lieu of the cash dividend under a Scrip Dividend Scheme. An announcement will follow in due course.

The Company issued 131,414,138 new ordinary shares on 6 March 2015 as a result of the share placement announced to the market on 27 February 2015 raising gross proceeds of £70.96 million. Following admission, the total number of issued ordinary shares amounted to 1,451,322,973.

The Company exchanged contracts to acquire the remaining three office assets in the Delta portfolio from the current security pool for approximately £15.7 million post period end. The net proceeds will be utilised to repay the existing Delta facility.

The Company exchanged contracts to dispose of Delamere Place, Crewe for a net amount of approximately £5.5 million (following restrictive covenant payments) on 21 April 2015.

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Glossary

AGM The Annual General Meeting of the Company

AUD Australian Dollar made up of 100 cents.

Aviva Aviva Commercial Finance Limited

Board The Board of Directors of Redefine International

Cromwell Cromwell Property Group is an Australian Securities Exchange listed stapled security (ASX:CMW) comprising the Cromwell Corporation Limited and Cromwell Property Securities Limited, which acts as the responsible entity of the Cromwell Diversified Property Trust. www.cromwell.com.au.

EPRA European Public Real Estate Association.

ERV The estimated market rental value of lettable space which could reasonably be expected to be obtained on a new letting or rent review.

FCTR Foreign Currency Translation Reserve.

Finance lease A lease that transfers substantially all the risks and rewards of ownership from the lessor to the lessee.

Grand Arcade Grand Arcade Shopping Centre in Wigan, UK

IFRS International Financial Reporting Standards.

Interest rate swap A financial instrument where two parties agree to exchange an interest rate obligation for a predetermined amount of time. These are used by the Group to convert floating-rate debt or investments to fixed rates.

JSE JSE Limited, licensed as an exchange and a public company incorporated in terms of the laws of South Africa and the operator of the Johannesburg Stock Exchange.

LIBOR The London Interbank Offered Rate, the interest rate charged by one bank to another for lending money.

LSE The London Stock Exchange plc.

LTV Loan to value. A ratio of debt divided by the market value of investment property

NAV Net Asset Value.

PSP Long-term Performance Share Plan awarded to the Executive Directors.

RECML Redefine Earls Court Management Limited

RedefineBDL Redefine BDL Hotel Group Limited, the holding company for the hotel management group.

Redefine International, the Company or the Group

Redefine International P.L.C., the enlarged company following the reverse acquisition between Wichford and Redefine International plc.

Redefine Properties Limited (Redefine Properties)

Listed on the JSE, 30.03% shareholder of the Company

RHH Redefine Hotel Holdings Limited

RHML Redefine Hotel Management Limited (previously named Redefine International Fund Managers Limited)

RIHL Redefine International Holdings Limited. The previously AIM listed property investment company party to the reverse acquisition (previously named Redefine International plc).

RIMH Redefine International Management Holdings Limited (previously Redefine International Fund Managers Limited).

Revpar Revenue per available room (calculated by multiplying the hotel’s average daily room rate by its occupancy rate)

RSP Restricted stock plan awarded to employees

TSR Total shareholder return. The growth in value of the Company’s share over a specified period, assuming that dividends are reinvested to purchase additional shares.

UK-REIT A UK Real Estate Investment Trust. A REIT must be a publicly quoted company with at least three-quarters of its profits and assets derived from a qualifying property rental business. Income and capital gains from the property rental business are exempt from tax but the REIT is required to distribute at least 90% of those profits to shareholders. Corporation tax is payable on non-qualifying activities in the normal way.

WAULT Weighted average unexpired lease term.

REDEFINE INTERNATIONAL P.L.C. · Earnings available for distribution per share (p) 1.63 1.55 3.28...

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