DJ Abridged unaudited interim results 31/12/2023
Grit Real Estate Income Group (GR1T) Abridged unaudited interim results 31/12/2023 28-Feb-2024 / 07:00 GMT/BST =---------------------------------------------------------------------------------------------------------------------- GRIT REAL ESTATE INCOME GROUP LIMITED (Registered in Guernsey) (Registration number: 68739) LSE share code: GR1T SEM share codes (dual currency trading): DEL.N0000 (USD) / DEL.C0000 (MUR) ISIN: GG00BMDHST63 LEI: 21380084LCGHJRS8CN05 ("Grit" or the "Company" or the "Group")
ABRIDGED UNAUDITED CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2023
Grit Real Estate Income Group Limited, a leading Pan-African real estate company focused on investing in, developing and actively managing a diversified portfolio of assets underpinned by predominantly US Dollar and Euro denominated long-term leases with high quality multi-national tenants, today announces its results for the six months ended 31 December 2023.
Bronwyn Knight, Chief Executive Officer of Grit Real Estate Income Group Limited, commented:
"Grit's strategy continues to focus on quality real estate assets with strong ESG credentials and long leases in hard currency to a resilient and diverse multinational customer base across the African continent. Evidence of the Grit 2.0 strategy and asset recycling, away from non-core sectors and into resilient and impact focused real estate, is increasingly becoming visible in our results and is expected to accelerate in the coming years. We are delivering on our cost control targets and are demonstrating disciplined capital allocation through our debt reduction targets and selected risk mitigated development opportunities and are today pleased to announce the resumption of dividends paid from cash operating earnings."
Financial and Portfolio highlights
6 Months ended 6 Months ended Increase/ Decrease 31 Dec 2023 31 Dec 2022 Adjusted EPRA earnings per share2 USUSD1.03 cps USUSD1.02 cps +1.0% Distributable earnings per share1 USUSD2.07 cps USUSD2.56 cps -19.1% Dividend per share USUSD1.50 cps USUSD2.00 cps -25.0% Property portfolio net operating income from continuing operations USUSD29.7m USUSD25.7m +15.6% (proportionate9) EPRA cost ratio (including associates) 3 14.5% 12.7% +1.8 ppts Net finance costs USUSD18.2m USUSD16.5m +10.3% Revenue earned from multinational tenants7 79.0% 85.9% -6.9 ppts Income produced in hard currency8 95.0% 92.4% +2.6 ppts As at 31 Dec As at 30 Jun Increase/ 2023 2023 Decrease EPRA NRV per share2 USUSD68.1 cps USUSD72.8 cps -6.4% Group LTV 47.6% 44.8% +2.8 ppts Total Income Producing Assets4 USUSD847.9m USUSD862.0m -1.6% Contractual rental collected 93.9% 108.4% -14.5 ppts WALE5 4.7 years 4.4 years +0.3 years EPRA portfolio occupancy rate6 95.5% 93.6% +1.9 ppts Grit proportionately owned lettable area ("GLA") 301,306m2 298,962m2 +2,344m2 Weighted average annual contracted rent escalations 3.1% 3.0% +0.1 ppts
Summarised results commentary:
. The Board is pleased to announce the resumption of the payment of dividends and has today declared USUSD1.50 cents per share ordinary dividend from cash operating earnings (Distributable earnings). We benefit from having built a business focused on quality real estate assets with strong ESG credentials and long leases to a resilient and diverse customer base that comprises more than 79% of strong multinational and investment grade tenants. Contractual lease escalations, which are predominantly inflation-linked, and new assets producing income, have contributed to growth in NOI in this reporting . period and into the future. We now have 33 assets across 7 sectors with 95.0% of our leases in hard currency providing a strong foundation to our income generation and a resilient platform from which to pursue growth opportunities through active management, sector focused development substructures and external revenue generation from our professional services. For the purposes of these interim financials, Gateway Real Estate Africa Limited ("GREA") and Africa Property Development Managers Limited ("APDM") have been accounted for as joint ventures. Post recent . amendments to the shareholders' agreements, which now result in Grit exercising control over both GREA and APDM, the Board considers 1 January 2024 the most appropriate date to commence consolidation. EPRA net reinstatement value ("NRV") per share of USUSD68.1 cents per share (30 June 2023: USUSD72.8 cents . per share), is predominantly driven by a -2.7% fair value adjustment made on investment properties during the period, which was partially offset by increased capex and asset investment. This culminated in an overall decrease of 1.0% in the group's proportionate share of property values (including GREA associates). Property portfolio net operating income (Grit proportionate ownership) increased 0.6%. Excluding the impact of disposals (Beachcomber and LLR from the prior year), NOI from continuing operations increased . 15.6% and the Grit 2.0 recycling strategy is becoming increasingly evident within the composition of Group NOI. Diplomatic housing, healthcare and data centre segments have replaced earnings disposed of in the hospitality segment. . Group Administrative costs reduced 15.4% in the six months to 31 December 2023 and remains on track to achieve the USUSD4.0 million cost reduction target (-19%) for the full year to 30 June 2024. . Group WACD increased to 9.62%, resulting in a USUSD1.5 million increase (+8.2%) in finance costs for the six-month period. The Group has interest rate hedges amounting to USUSD200 million worth of notional debt. In addition, the Company is targeting to reduce the most expensive debt balances, and post consolidation, amalgamate individual GREA facilities within the current syndication. Final regulatory approvals for the unwinding of the Drive in Trading Black empowerment structure ("DiT") . have been received (see prior announcements). The Company will take direct ownership of its proportionate number of DiT Security Shares in exchange for making the USUSD17.5 million Guarantee Agreement payment to the GEPF by 30 March 2024, the implementation of which is currently under review.
Post period end
On 16 February 2024, shareholders approved the disposal of interests in Bora Africa and Acacia Estates to GREA, which will form part of Grit's equity contribution to the GREA USD100 million recapitalisation that is expected to conclude in March 2024. The disposal of properties at or close to book value achieves the Board's strategy of additional asset recycling and further reinforces the Group's audited net asset . value. By concluding the GREA capital raise with these proceeds, the Group (including GREA) receives a cash injection of USUSD48.5 million from the PIC's subscription at NAV. This equity will initially be utilised to reduce the Group's higher cost debt. Over the medium term these funds are expected to be redrawn and invested by GREA, upon careful capital allocation assessment, into risk mitigated and accretive development projects that are expected to meaningfully contribute to ESG impact, accelerated NAV growth and fee income generation to the Group as is contemplated under the Grit 2.0 strategy.
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Notes
Various alternative performance measures (APMs) are used by management and investors, including a number of European Public Real Estate Association ("EPRA") metrics, Distributable Earnings, Total Income 1 Producing Assets and Property portfolio net operating income. APMs are not a substitute, and not necessarily better for measuring performance than statutory IFRS results and where used, full reconciliations are provided. 2 Explanations of how EPRA figures and Distributable earnings per share are derived from IFRS are shown in note 16. 3 Based on EPRA cost to income ratio calculation methodology which includes the proportionately consolidated effects of associates and joint ventures. Includes controlled Investment properties with Subsidiaries, Investment Property owned by Associates and 4 Joint Ventures, other assets owned by associates and joint ventures, deposits paid on Investment properties and other investments, property plant and equipment, intangibles, and related party loans. 5 Weighted average lease expiry ("WALE"). 6 Property occupancy rate based on EPRA calculation methodology - Includes associates and joint ventures. 7 Forbes 2000, Other Global and pan African tenants. 8 Hard (USUSD and EUR) or pegged currency rental income. Property net operating income ("NOI") is an APM's and is derived from IFRS revenue and NOI adjusted for the results of associates and joint ventures and further includes the results of the GREA associates. A 9 full reconciliation is provided in the financial review section below. In deriving the property net operating income from ongoing operations, the net operating income related to Beachcomber hotels and the LLR (which were disposed of in FY2023) were excluded from the comparative number in order to provide a comparative for only the ongoing operations.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Grit Real Estate Income Group Limited Bronwyn Knight, Chief Executive Officer +230 269 7090 Darren Veenhuis, Investor Relations +44 779 512 3402 CavendishCapital Markets Limited - UK Financial Adviser James King/Teddy Whiley (Corporate Finance) +44 20 7220 5000 Justin Zawoda-Martin / Daniel Balabanoff / Pauline Tribe (Sales) +44 20 3772 4697 Perigeum Capital Ltd - SEM Authorised Representative and Sponsor Shamin A. Sookia +230 402 0894 Capital Markets Brokers Ltd - Mauritian Sponsoring Broker Elodie Lan Hun Kuen +230 402 0280
NOTES:
Grit Real Estate Income Group Limited is the leading Pan-African real estate company focused on investing in, developing and actively managing a diversified portfolio of assets in carefully selected African countries (excluding South Africa). These high-quality assets are underpinned by predominantly USUSD and Euro denominated long-term leases with a wide range of blue-chip multi-national tenant covenants across a diverse range of robust property sectors. The Company is committed to delivering strong and sustainable income for shareholders, with the potential for income and capital growth. The Company holds its primary listing on the Main Market of the London Stock Exchange (LSE: GR1T and a secondary listing on the Stock Exchange of Mauritius (SEM: DEL.N0000).
Further information on the Company is available at www.grit.group.
Directors:
Peter Todd (Chairman), Bronwyn Knight (Chief Executive Officer) *, Gareth Schnehage (Chief Financial Officer) *, David Love+, Catherine McIlraith+, Jonathan Crichton+, Cross Kgosidiile, Lynette Finlay + and Nigel Nunoo+.
(* Executive Director) (+ independent Non-Executive Director)
Company secretary: Intercontinental Fund Services Limited
Registered office address: PO Box 186, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 4HP
Registrar and transfer agent (Mauritius): Intercontinental Secretarial Services Limited
SEM authorised representative and sponsor: Perigeum Capital Limited
UK Transfer secretary: Link Assets Services Limited
Mauritian Sponsoring Broker: Capital Markets Brokers Limited
This notice is issued pursuant to the FCA Listing Rules, SEM Listing Rule 15.24 and the Mauritian Securities Act 2005. The Board of the Company accepts full responsibility for the accuracy of the information contained in this communiqué.
A Company presentation for all investors and analysts via live webcast and conference call
The Company will host a live webcast and conference call on Wednesday, 28 February 2024 at 13:00 Mauritius time / 09:00 UK time / 11:00 SA time via the Investor Meet Company platform, with the presentation being open to all existing and potential shareholders.
Pre-registration is advised via:
https://www.investormeetcompany.com/grit-real-estate-income-group-limited/register-investor
Investors who already follow Grit Real Estate Income Group Limited on the Investor Meet Company platform will automatically be invited. A playback will be accessible on-demand within 48 hours via the Company website: https:// grit.group/financial-results/
CHIEF EXECUTIVE OFFICER'S STATEMENT
Introduction
Grit is a prominent, woman-led real estate platform providing property investment and associated real estate services across the African continent. The Group recognises its role in transforming the design of buildings and developments for long-term sustainability and focuses on impact, energy efficiency and carbon reduction across the portfolio. Additionally, the Group prides itself on achieving more than 40% of women in leadership positions and the significant support it provides to local communities in Africa through extensive CSR and upliftment programs.
The Board continues to target a simplification of the Group's structure, operations and financial reporting and has made significant progress over the last 18 months. For associate accounted properties, where we've had limited opportunity for obtaining controlling interests, we've disposed of these and redirected the capital to assets that we can control. The sale of our interests in LLR and the Beachcomber hotel portfolios, at or close to book value, allowed us to redeploy capital to the acquisition of controlling interests in GREA and APDM, whose results will be consolidated from 1 January 2024. The Grit 2.0 recycling strategy is becoming increasingly evident within the composition of Group net operating income with Diplomatic housing, Healthcare and Data center segments replacing earnings that were disposed of from LLR and Hospitality. The impact of both the consolidated acquisitions and the newly completed developments contributing for the full financial year are expected to result in meaningful growth in IFRS revenue over the coming reporting cycles.
Although the Group achieved the Board's 20% asset recycling target, we expect to continue rotating the portfolio away from non-core asset segments and will target further asset disposals in the coming years.
The final stage of the Group simplification involves grouping property assets into logical industry subsidiaries and positioning these within the Group for optimal funding, growth, and value creation. The move of Bora Africa (the Group's industrial asset portfolio) and Acacia estates (diplomatic housing) to GREA, furthers this strategy and has facilitated a USUSD48 million cash equity injection to GREA from our co-investor, PIC. These recapitalisation proceeds will be directed towards debt reduction and pipeline developments in the diplomatic housing, industrial and healthcare sectors which will, amongst others, generate additional income consistent with the Grit 2.0 strategy.
Sustainability of the Group's business model
We benefit from having built a business focused on quality real estate assets with strong ESG credentials and long leases to a resilient and diverse customer base that comprises more than 79% of strong multinational and investment grade tenants. NOI from ongoing operations grew by 15.6% in the six months to 31 December 2023, with contractual lease escalations, which are predominantly inflation-linked, and new assets producing NOI contributing to the growth. We now have 33 assets across 7 sectors with 95.0% of our leases in hard currency providing a strong foundation to our income generation and a resilient platform from which to pursue growth opportunities through active management, sector focused development substructures and external revenue generation from our professional services. We recognised USUSD6.8 million of other income in the period predominantly related to development revenues earned in APDM.
Significant adjustments in global interest rates have however caused sharp increases in our overall cost of capital in the near term, which continue to impact our financial results. We actively manage our interest rate risk, but with several hedges maturing over the period, our weighted average cost of debt further increased in the period to 9.62% (discussed in greater detail in the treasury section below). We note that central banks are expected to start lowering interest rates later this calendar year, which should go some way to alleviating the current funding cost pressures, however the Group will additionally target settling more expensive facilities to lower overall funding costs.
The Board is keenly focused on improving total returns to shareholders and is currently targeting the following key actions:
-- Continued focus on NOI growth and strong cash collections from the high-quality property portfolioincluding refocusing the portfolio towards resilient and impact sectors.
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-- A rationalisation of shared functions post the acquisition of GREA and APDM and assessment of the optimalstructure of corporate head office functions going forward. We are pleased to report substantial progress on theUSUSD4 million cost reduction target for the financial year 2024 and remain on track to deliver the c19% cost-savingtarget for the full year.
-- A USUSD4.1million annualised cost savings in net finance costs from reduction in debt, refinancing existingfacilities and inclusion of GREA assets into the existing syndicated facility
-- The execution of development pipeline by GREA consistent with the Grit 2.0 strategy and generatingadditional income from property related services.
GREA & APDM update
The Group concluded the acquisition of a majority interest in GREA and APDM in 2023, resulting in a combined direct and indirect interest of 54.22% in GREA and 78.95% in APDM. GREA and APDM were treated as joint ventures in the financial statements for the full year results to 30 June 2023 and again for the six months ended 31 December 2023. Following final amendments to the Shareholders Agreement, both will now be fully consolidated with effect from 1 January 2024.
In addition to GREA's existing income producing portfolio, the PIC will inject USD48 million of cash equity as part of the recently announced GREA USD100 million recapitalisation which will facilitate GREA's pipeline of development opportunities in its focus sectors:
1. Bora Africa, a specialist industrial real estate vehicle, was established on 24 October 2023 when 5 Grit owned industrial assets namely Imperial, Bollore, Orbit and three industrial land assets were transferred to the newly established entity. Post the recent shareholder approval Bora will shortly become a wholly owned subsidiary of GREA, who will oversee the realisation of the development pipeline. The International Finance Corporation, a division of the World Bank, has approved a USUSD30 million subordinated notes issue by Bora Africa to fund future pipeline and impact focused real estate acquisitions. 2. Diplomatic Holdings Africa Ltd ("DH Africa"), a wholly owned subsidiary of GREA, has been established asa specialist property platform investing in diplomatic housing and other sovereign-backed property assets inAfrica. DH Africa currently holds four diplomatic housing assets, which were internally developed or purchased, andhas several future developments which are either under consideration or in the process of being negotiated.
Update on the 2023 Annual General Meeting vote
At the Annual General Meeting of the Company held on 18 December 2023, ordinary resolution 10 received the support of 71.4% of shareholder votes. The Company has subsequently undertaken an engagement exercise with shareholders to discuss this voting outcome, including a consultation with some of the Company's major shareholders on 17 January 2024 to understand their position and perspectives. The perspectives of our major shareholders are highly valued and have been reported to the Board.
Changes to the Board of Directors
Sir Sam Jonah reached retirement age recently and accordingly withdrew himself from re-election at the annual general meeting, that was held on the 18 December 2023. The Board would like to express its gratitude to Sir Sam for his meaningful contribution to Grit over the years and wishes him well for the future, and for his retirement.
The Board welcomes Mr Nigel Nunoo, who was appointed as an independent Non-Executive Director, with effect from 19 December 2023. He has also been appointed as a member of the Remuneration Committee.
Leon van de Moortele, the Group CFO and member of the Board, who has been on medical leave since 19 December 2023, resigned from the Board today. The Board would like to express their gratitude to Leon for the integral role he has played in the company since its inception and his immense dedication to navigating the complex landscape in the Pan Africa business environment.
The Board today appoints Gareth Schnehage as replacement Chief Financial Officer and welcomes him to the Board of directors. Gareth is a Chartered Accountant with over 15 years of leading roles at multinational corporations, including extensive experience operating in African jurisdictions and executing asset backed debt financing solutions.
Outlook
The Group continues to focus on growing income from its portfolio of high-quality, income producing properties and from the implementation of its Grit 2.0 revenue strategy. The Board will continue to target the reduction of administrative costs and implementing strategies to reduce LTV and weighted average cost of debt to defend and grow its distributable earnings and NAV growth.
Presentation of financial results
The consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB. Alternative performance measures (APMs) have also been provided to supplement the IFRS financial statements as the Directors believe that this adds meaningful insight into the operations of the Group and how the Group is managed. European Public Real Estate Association ("EPRA") Best Practice Recommendations have been adopted widely throughout this report and are used within the business when considering the operational performance of our properties. Full reconciliations between IFRS and EPRA figures are provided in notes 16a to 16b. Other APMs used are also reconciled below.
"Grit Proportionate Interest" income statement, presented below, is a management measure to assess business performance and is considered meaningful in the interpretation of the financial results. Grit Proportionate Interest Income Statement (including "Distributable Earnings") are alternative performance measures.
Distributable Earnings is utilised to determine the maximum amount of operational earnings that would be available for distribution as dividend to equity holders in any financial period. This factors the various company specific impacts of operating across several diverse jurisdictions across Africa and the investments' legal structures of externalising cash from these regions. The IFRS statement of comprehensive income is adjusted for the component income statement line items of properties held in joint ventures and associates. This measure, in conjunction with adjustments for non-controlling interests (for properties consolidated by Grit, but part owned by minority partners), form the basis of the Group's distributable earnings build up, which is alternatively shown in Note 16b "Distributable earnings".
Distributable earnings for the six months are underpinned by NOI, fee income performance and improved administrative cost control. The higher weighted average cost of debt has however impacted the results and resulted in a decline of distributable earnings of 19.1% (Distributable EPS HY24 USD2.07cps vs HY23 USD2.56cps).
IFRS Extracted from GRIT Proportionate Split GRIT YTD YTD Associates Income statement NCI Economic Distributable Interest earnings USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 Gross rental income 28,429 4,931 33,360 (4,622) 28,738 28,272 Property operating expenses (4,953) (644) (5,597) 1,211 (4,386) (3,255) Net operating profit 23,476 4,287 27,763 (3,411) 24,352 25,017 Other income 108 6,745 6,853 (12) 6,841 6,637 Administration expenses (7,929) (3,945) (11,874) 165 (11,709) (10,541) Net impairment charge on 979 445 1,424 (382) 1,042 - financial assets Profit / (loss) from operations 16,634 7,532 24,166 (3,640) 20,526 21,113 Fair value adjustment on (19,954) (403) (20,357) 3,534 (16,823) - investment properties Fair value adjustment on other (235) - (235) - (235) - financial asset Fair value adjustment on (4,041) - (4,041) - (4,041) - derivative financial instruments Share-based payment (100) - (100) - (100) - Share of profits from associates 5,378 (5,378) - - - - Gain on derecognition of loans 1 - 1 - 1 - and other receivables Foreign currency (losses) / gains (2,499) (53) (2,552) 297 (2,255) - Other transaction costs (567) - (567) - (567) - Profit / (loss) before interest (5,383) 1,698 (3,685) 191 (3,494) 21,113 and taxation Interest income 1,514 1,618 3,132 (1) 3,131 3,131 Finance costs - Intercompany - - - 1,786 1,786 1,089 Finance charges (19,691) (2,470) (22,161) 1,337 (20,824) (18,361) Profit / (loss) before taxation (23,560) 846 (22,714) 3,313 (19,401) 6,972 Current tax (218) (56) (274) 80 (194) (194) Deferred tax 2,751 (949) 1,802 (129) 1,673 - Profit / (loss) after taxation (21,027) (159) (21,186) 3,264 (17,922) 6,778
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DJ Abridged unaudited interim results 31/12/2023 -4-
NCI of associates through OCI - 159 159 (159) - - Total comprehensive income / (21,027) - (21,027) 3,105 (17,922) 6,778 (loss) VAT credits 3,176 Distributable earnings 9,954
Financial and Portfolio summary
The property portfolio has continued to trade well with both leasing activity and new assets contributing to the revenue from ongoing operations growth in the period. The Grit Proportionate Gross rental income movements are made up by the following:
Sector Revenue HY2023 Change in ownership1 Other movements2 Revenue HY2024 % Change USUSD'000 USUSD'000 USUSD'000 USUSD'000 Retail 8,981 260 1,009 10,250 14.1% Hospitality 5,192 (2,879) 664 2,977 -42.7% Office 8,903 19 128 9,050 1.7% Industrial 3,141 15 (67) 3,089 -1.7% Data Centres 383 214 30 627 63.7% Healthcare - - 634 634 100.0% Corporate Accommodation 6,719 465 925 8,109 20.7% LLR portfolio 1,090 (1,090) - - -100.0% Corporate 626 - 215 841 34.3% TOTAL 35,035 (2,996) 3,538 35,577 1.5% Subsidiaries 26,914 - 1,515 28,429 5.6% Associates 7,340 (3,461) 1,052 4,931 -32.8% SUBTOTAL 34,254 (3,461) 2,567 33,360 -2.6% GREA Associates 3 781 465 971 2,217 183.9% TOTAL 35,035 (2,996) 3,538 35,577 1.5% Change in ownership relate to the increase in effective shareholding in GREA from 35.01% during H1 FY2023 1 to 54.22% during H1 FY2024 as well as the impact of the disposal of Beachcomber Hotels International and Letlole La Rona Limited during the previous financial year. 2 Other movements relate to the impact of development assets brought into operation, leasing activities and the impact of foreign exchange. 3 GREA associates include the Diplomatic housing units located in Ethiopia and Kenya.
Retail sector: Recovery in revenue performance of AnfaPlace Mall contributed to the 14% year-on-year increase in retail segment revenue with the leasing activity to the Hudson Group in the prior period annualising in these results. Anfa remains positioned for disposal and vacancy increases in January 2024 are expected to reduce by the end of 2Q 2024. The Zambian portfolio (Kafubu, Makuba and Cosmopolitan Mall) continue to trade well despite the volatility experienced in the Zambian Kwacha over the past six months, re-enforcing the Boards belief in the "services and convenience focused" retail offering as a sustainable format for the African continent.
Hospitality sector: Excluding the impacts of BHI from the base (which was disposed of in 2023), the hospitality sector enjoyed reported revenue growth of 28.7%. Tamassa enjoyed its first EBITDA participation contributing to lease income since the Covid pandemic, while NOI growth on the Club Med resort was directly attributable to returns earned on the increased capital spend on the asset.
Office sector: The office sector is benefiting from contributions from newly completed assets (Precinct, Adumhah Place and Eneo) now in the portfolio. This was supported by positive leasing activity in the Ghanaian and Mozambique portfolios which has contributed to the revenue growth from this segment.
Corporate accommodation sector: The sector exposures comprise the newly amalgamated DH Africa (consular accommodation) and the VDE compound let to Vulcan, with the segment reflecting the implementation of the Grit 2.0 asset recycling strategy. The DH Africa assets reported a 13.8% growth in revenue driven by Rosslyn Grove (Kenya) and Elevation (Ethiopia), both newly developed compounds let predominantly to the US government, contributing for the full reporting period. Lease renewal discussions are currently underway for VDE corporate accommodation compound expiring May 2024.
Bora Africa (Light Industrial) & Data Centre sectors: Post the move of Bora to GREA, the Group expects to combine the data sector segment within Light Industrial. On a combined basis the sector is demonstrating strong demand fundamentals and positive outlook. Despite isolated tenant delays in rental payments, which are being addressed, we remain confident in the performance of the combined industrial and data centre sectors.
Healthcare sector: The Artemis Curepipe Clinic was completed in May 2023, and is now contributing for the full period. The hospital is tenanted to Falcon Healthcare Group Ltd on a 15-year lease and supported with further credit enhancement guarantees. The hospital has traded ahead of plan with the first ever open-heart surgery on the island of Mauritius performed there recently.
The Grit Proportionate Income Statement is further split to produce a Grit NOI analysis by sector as follows:
Sector Opex HY2024 Opex HY2023 Movement NOI HY2024 NOI HY2023 Movement USUSD'000 USD'000 % USUSD'000 USUSD'000 % Retail (3,573) (3,205) 11.5% 6,677 5,776 15.6% Hospitality - - - 2,977 5,192 -42.7% Office (1,402) (1,046) 34.0% 7,648 7,857 -2.7% Industrial (131) (119) 10.1% 2,958 3,022 -2.1% Data Centres - - - 627 383 63.7% Healthcare (3) 100.0% 631 100.0% Corporate Accommodation (1,284) (1,249) 2.8% 6,825 5,470 24.8% LLR portfolio - (93) -100.0% - 997 -100.0% Corporate3 565 237 138.0% 1,405 863 62.8% TOTAL (5,829) (5,475) 6.5% 29,748 29,560 0.6% Subsidiaries (4,953) (4,797) 3.3% 23,476 22,117 6.1% Associates (644) (578) 11.4% 4,287 6,762 -36.6% SUBTOTAL (5,597) (5,375) 4.1% 27,763 28,879 -3.9% GREA Associates2 (232) (100) 132.0% 1,985 681 191.5% TOTAL (5,829) (5,475) 6.5% 29,748 29,560 0.6%
Income producing assets
Composition of income producing assets 31 Dec 2023 30 Jun 2023 USUSD'm USUSD'm Investment properties 615.8 628.8 Investment properties included within 'Investment in associates and joint ventures' 130,7 126.1 746.5 754.9 Deposits paid on investment properties 4.8 5.9 Other assets included within Investments in associates (excluding investment property) 66,1 71.0 Other investments, property, plant & equipment, Intangibles & related party loans 30.5 30.2 Total income producing assets 847.9 862.0
Property valuations
Reported property values based on Grit's proportionate share of the total property portfolio (including joint ventures and GREA associates) decreased by 1.02% in the period primarily due to negative fair value movements of USUSD21.2 million on the property portfolio (-2.7%) as well as the impact of foreign exchange movements amounting to USUSD2.7 million. This was offset by capital expenditure on the Club Med Skirring Resort development and developments in progress under the GREA portfolio with a combined capital spend of USUSD11.4 million.
Property Property Value Foreign exchange Developments and Other Fair value Value Total Valuation Sector movement refurbishment movements movement Movement 30 Jun 31 Dec 2023 2023 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 % Retail 212,711 (4,250) - 466 (6,507) 202,420 (4.84%) Hospitality 79,992 1,210 5,703 - (2,365) 84,540 5.69% Office 215,444 - - 1,577 (3,186) 213,835 (0.75%) Light industrial 79,450 - - 186 (1,248) 78,388 (1.34%) Data Centres 14,390 - 62 20 14,472 0.57%
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DJ Abridged unaudited interim results 31/12/2023 -5-
Healthcare 12,227 125 - 1,485 (834) 13,003 6.35% Corporate 157,772 390 - (627) (7,824) 149,711 (5.11%) Accommodation GREA under 16,241 (3) 5,726 1,071 771 23,806 46.58% construction Other - (122) - 127 - 5 100.00% TOTAL 788,227 (2,650) 11,429 4,347 (21,173) 780,180 (1.02%) Subsidiaries 628,777 1,117 5,703 136 (19,954) 615,779 (2.07%) Associates 126,104 (4,156) 5,726 3,420 (403) 130,691 3.64% SUBTOTAL 754,881 (3,039) 11,429 3,556 (20,357) 746,470 (1.11%) GREA Associates 33,346 389 - 791 (816) 33,710 1.09% TOTAL 788,227 (2,650) 11,429 4,347 (21,173) 780,180 (1.02%)
Additional income
USUSD6.8 million was recognised as other income within the associate line in the period, predominantly related to property development revenues earned in APDM.
Cost control
In October 2023, the Board committed to a net USUSD4.0 million reduction in reported administrative costs. By December 2023, the Group has achieved US1.4 million reduction in administrative costs and remains on track to achieve the USUSD4.0 million target reduction by June 2024.
By 31 December 2023 annualised ongoing administrative costs as a percentage of total income producing assets equated to 1.9%, decreasing from 2.2% in the prior year. The overall reduction in administrative costs was driven by the cost optimisation initiatives implemented by the group and from integration benefits expected from the GREA and APDM acquisitions.
Administrative costs 31 December 2023 31 December 2022 Movement Movement USUSD'000 USUSD'000 USUSD'000 % Ongoing administrative costs 7,929 9,377 (1,448) -15.4 Transaction costs - 31 (31) -100.0 Total administrative expenses 7,929 9,408 (1,479) -15.7
Material finance cost increases
The Group's weighted average cost of debt increased to 9.6% at the end of December 2023 from 7.5% at the end of December 2022, which contributed to the 10.4% increase in net finance costs during the period. The increase in funding costs is partially shielded by annual contractual lease escalations over the property portfolio which are predominantly linked to US consumer price inflation. The Group has hedging instruments in place amounting to USUSD200 million to mitigate the impact of interest fluctuations.
Net finance costs 31 December 2023 31 December 2022 Movement Movement USUSD'000 USUSD'000 USUSD'000 % Finance costs as per statement of profit or loss 19,691 18,210 1,481 8.1% Less: Interest income as per statement of profit or loss (1,514) (1,738) 224 -12.9% Net finance costs - IFRS 18,177 16,472 1,705 10.4%
Interest rate risk exposure and management
The exposure to interest rate risk at 31 December 2023 is summarised below, and the table highlights the value of the Group's interest-bearing borrowings that are exposed to the base rates indicated:
Lender TOTAL SOFR EURIBOR PLR1 FIXED USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 Standard Bank Group 269,972 220,837 49,135 - - State Bank of Mauritius 38,802 - 37,939 863 - Investec Group 33,938 - 33,938 - - Nedbank Group 15,635 15,635 - - - Housing Finance Corporation 4,204 - - - 4,204 NCBA Kenya 29,484 29,484 - - - Private Equity 4,725 - - - 4,725 International Finance Corporation 16,100 16,100 - - - TOTAL EXPOSURE - IFRS 412,860 282,056 121,012 863 8,929 Less: Hedging instruments in place (200,000) (200,000) - - - Less: Partner loans offsetting group exposure (21,034) (21,034) - - - NET EXPOSURE (AFTER HEDGING AND OTHER MITIGATING INSTRUMENTS) - IFRS 191,826 61,022 121,012 863 8,929
Notes
1 PLR - Mauritius Prime Lending Rate
Including the impact of hedges and back-to-back partner loans, the Group is 78.4% hedged on its USUSD SOFR exposure but remains largely unhedged to movements in EURIBOR and the Mauritian prime lending rate.
On 16 October 2023, interest rate hedges over USUSD100.0 million notional, which gave protection against LIBOR rates above 1.58% to 1.85%, matured. The Group re-instated a new USUSD100.0 million notional interest rate hedge from this date, with a new protection level above 4.75% against SOFR 3-month rates. This higher level was a material contributor to the increased WACD
A sensitivity of the Group's expected WACD to further movements in base rates are summarised below:
All debt WACD Movement vs current WACD At 31 December 2023 (including hedges) 9.62% At 28 February 2024 (including hedges) 9.56% 0.00bps +50bps 9.78% 0.22bps +25bps 9.67% 0.11bps -50bps 9.34% (0.22bps) -100bps 9.03% (0.53bps) -200bps 8.32% (1.24bps)
Interest-bearing borrowings movements
As at 31 December 2023, the Group had a total of USUSD411.7 million in interest bearing borrowings outstanding as compared to a total of USUSD396.7 million that was outstanding at the end of the comparative period. The increase in these balances was largely driven by the impact of net proceeds of interest-bearing borrowings during the period that amounted to USUSD12.8 million during the period as more fully described below.
As at As at Movement in reported interest-bearing borrowings for the period (subsidiaries) 31 Dec 2023 30 Jun 2023 USUSD'000 USUSD'000 Balance at the beginning of the period 396,735 425,066 Proceeds of interest bearing-borrowings 40,691 324,459 Loan reduced through disposal of subsidiary - (19,404) Loan acquired through asset acquisition - 4,369 Loan issue costs incurred (936) (7,355) Amortisation of loan issue costs 1,625 3,368 Foreign currency translation differences 1,759 3,561 Interest accrued (301) 2,798 Debt settled during the year (27,862) (340,127) As at period end 411,711 396,735
The following debt transactions were concluded during the period under review:
. Movement in the Grit Services Limited corporate facility with NCBA Bank Kenya amounting to c. USUSD12.0 million increase. . Refinance of Tamassa by Mara Delta Properties Mauritius Limited, through State Bank of Mauritius amounting to c.USUSD13.2 million. Settlement of State Bank of Mauritius corporate facility held by Grit Real Estate Income Group Limited amounting to c.USUSD10.0 million. . Maubank corporate facility held by Freedom Asset Management Limited of USUSD0.7 million was settled during the period. . USUSD3.1 million was settled on the RCF facility held by Girt Services Limited with the SBSA led syndication during the period. . Amortisation of the Investec facility linked to AnfaPlace Mall amounting to EUR1.5 million.
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For more meaningful analysis, a further breakdown is provided below to better reflect debt related to non-consolidated associates and joint ventures. As at 31 December 2023, the Group had a total of USUSD476.9 million in interest-bearing borrowings outstanding, comprised of USUSD412.9 million in subsidiaries (as reported in IFRS balance sheet) and USUSD64.0 million proportionately consolidated and held within its associates and joint ventures.
31 December 2023 30 June 2023 Debt in Debt in Total Debt in Debt in Total Subsidiaries associates Subsidiaries associates USD'000 USD'000 USD'000 % USD'000 USD'000 USD'000 % Standard Bank Group 269,972 30,626 300,598 63.04% 269,147 28,881 298,028 65.18% State Bank of Mauritius 38,802 14,320 53,122 11.14% 35,361 2,769 38,130 8.34% Investec Group 33,938 - 33,938 7.12% 34,722 - 34,722 7.59% Absa Group - 14,157 14,157 2.97% - 14,157 14,157 3.10% Afrasia Bank Limited - 17 17 0.00% - 21 21 0.00% Nedbank Group 15,635 - 15,635 3.28% 15,635 7,772 23,407 5.12% Maubank - - - 0.00% 712 - 712 0.16% Housing Finance 4,204 - 4,204 0.88% 4,369 - 4,369 0.96% Corporation SBI (Mauritius) Ltd - 1,987 1,987 0.42% - 2,078 2,078 0.45% Cooperative Bank of - 2,894 2,894 0.61% - 3,303 3,303 0.72% Oromia NCBA Bank Kenya 29,484 - 29,484 6.18% 17,500 - 17,500 3.83% Private Equity 4,725 - 4,725 0.99% 4,725 - 4,725 1.03% International Finance 16,100 - 16,100 3.38% 16,100 - 16,100 3.52% Corporation TOTAL BANK DEBT 412,860 64,001 476,861 100.00% 398,271 58,981 457,252 100.00% Interest accrued 7,424 7,725 Unamortised loan issue (8,573) (9,261) costs As at 30 June 411,711 396,735
Group LTV
The Group LTV as at 31 December 2023 is 47.6% as compared to 44.8% at 30 June 2023. The increase in Group LTV is due to an increase in the overall net debt position and a reduction in investment property values driven by fair value movements processed during the period.
Net Asset Value and EPRA Net Realisable Value
Further reconciliations and details of EPRA earnings per share and other metrics are provided in notes 16a to 16b.
NET REINSTATEMENT VALUE ("NRV") EVOLUTION USUSD'000 USUSD cps June 2023 as reported - IFRS NRV 300,650 62.60 Derivative financial instruments 789 0.20 Deferred Tax on Properties 48,217 10.00 EPRA NRV at 30 Jun 2023 349,656 72.80 Cash Profits 7,325 1.53 Portfolio valuations (20,357) (4.24) Other fair value adjustments (4,276) (0.89) Other non-cash items (including non-controlling interest) 1,298 0.27 Movement in Foreign Currency Translation reserve (3,685) (0.77) Movement other equity instruments (2,798) (0.58) EPRA NRV at 31 Dec 2023 327,163 68.12 Deferred Tax on Properties (46,921) (9.78) Derivative financial instruments (4,394) (0.91) IFRS NRV at 31 Dec 2023 275,848 57.43
Dividend
An interim dividend per share of USUSD1.50 cents has been declared for the six-month period ending 31 December 2023, paid from distributable cash earnings.
Bronwyn Knight Chief Executive Officer
28 February 2024
PRINCIPAL RISKS AND UNCERTAINTIES
Grit has a detailed risk management framework in place that is reviewed annually and duly approved by the Risk Committee and the Board. Through this risk management framework, the Company has developed and implemented appropriate frameworks and effective processes for the sound management of risk.
The principal risks and uncertainties facing the Group as at 30 June 2023 are set out on pages 54 to 57 of the 2023 Integrated Annual Report together with the respective mitigating actions and potential consequences to the Group's performance in terms of achieving its objectives. These principal risks are not an exhaustive list of all risks facing the Group but are a snapshot of the Company's main risk profile as at year end.
The Board has reviewed the principal risks and existing mitigating actions in the context of the second half of the current financial year. The Board believes there has been no material change to the risk categories and are satisfied that the existing mitigation actions remain appropriate to manage them.
STATEMENT OF DIRECTORS RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS
The directors confirm that the abridged consolidated half year financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as issued by the International Accounting Standards Board ("IASB") and that the half year management report includes a fair review of the information required by the Disclosure Guidance and Transparency Rules ("DTR") 4.2.7R and DTR 4.2.8R, namely:
Important events that have occurred during the first six months and their impact on the abridged set of . half year unaudited financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and . Material related party transactions in the first six months and a fair review of any material changes in the related party transactions described in the last Annual Report.
The maintenance and integrity of the Grit website are the responsibility of the directors.
Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from the legislation in other jurisdictions. The directors of the Group are listed in its Annual Report for the year ended 30 June 2023. A list of current directors is maintained on the Grit website: www.grit.group.
On behalf of the Board
Bronwyn Knight Chief Executive Officer
ABRIDGED CONSOLIDATED STATEMENT OF INCOME STATEMENT
Unaudited Unaudited six months ended six months ended 31 Dec 2023 31 Dec 2022 Notes USUSD'000 USUSD'000 Gross property income 9 28,429 26,914 Property operating expenses (4,953) (4,797) Net property income 23,476 22,117 Other income 108 120 Administrative expenses (7,929) (9,408) Net reversal on financial assets 979 903 Profit from operations 16,634 13,732 Fair value adjustment on investment properties (19,954) 3,139 Fair value adjustment on other financial liability (235) - Fair value adjustment on other financial asset - 47 Fair value adjustment on derivative financial instruments (4,041) (1,007) Share-based payment expense (100) (413) Loss on extinguishment of loans - (1,166) Share of profits from associates and joint ventures 3 5,378 12,008 Loss on disposal of interest in associate - (295) Loss on derecognition of loans and other receivables 1 - Foreign currency losses (2,499) (3,381) Other transaction costs (567) - (Loss)/ Profit before interest and taxation (5,383) 22,664 Interest income 10 1,514 1,738 Finance costs 11 (19,691) (18,210) (Loss)/ Profit for the period before taxation (23,560) 6,192 Taxation 2,533 (2,587) (Loss)/ Profit for the period after taxation (21,027) 3,605 (Loss)/ Profit attributable to: Equity shareholders (18,542) 4,741 Non-controlling interests (2,485) (1,136) (21,027) 3,605 Basic and diluted earnings per share (cents) 13 (3.85) 0.98
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ABRIDGED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited Unaudited six months ended six months ended 31 Dec 2023 31 Dec 2022 USUSD'000 USUSD'000 (Loss)/ Profit for the year (21,027) 3,605 Exchange differences on translation of foreign operations 508 (257) Share of other comprehensive expense of associates and joint ventures (4,164) (1,207) Other comprehensive expense that may be reclassified to profit or loss (3,656) (1,464) Total comprehensive (expense)/ income relating to the period (24,683) 2,141 Total comprehensive (expense)/ income attributable to: Owners of the parent (22,227) 3,495 Non-controlling interests (2,456) (1,354) (24,683) 2,141
ABRIDGED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited as at Audited as at Unaudited as at 31 Dec 2023 30 Jun 2023 31 Dec 2022 Notes USUSD'000 USUSD'000 USUSD'000 Assets Non-current assets Investment properties 2 615,779 628,777 609,016 Deposits paid on investment properties 2 4,799 5,926 10,867 Property, plant, and equipment 4,094 4,490 2,095 Intangible assets 308 433 561 Other investments 3 - 1 Investments in associates and joint ventures 3 196,870 197,094 212,317 Related party loans receivable 129 92 1,313 Other loans receivable 4 21,332 21,005 - Derivative financial instruments - 91 - Trade and other receivables 5 3,500 3,448 1,829 Deferred tax 13,176 12,578 12,698 Total non-current assets 859,990 873,934 850,697 Current assets Trade and other receivables 5 22,333 18,578 31,760 Current tax receivable 3,585 3,389 2,070 Related party loans receivable 882 751 988 Other loans receivable 4 - - 34,477 Derivative financial instruments 18 1,828 3,003 Cash and cash equivalents 6,776 9,207 12,580 Total current assets 33,594 33,753 84,878 Total assets 893,584 907,687 935,575 Equity and liabilities Total equity attributable to ordinary shareholders Ordinary share capital 535,694 535,694 535,694 Treasury shares reserve (16,306) (16,306) (16,212) Foreign currency translation reserve (4,074) (389) (5,666) Accumulated losses (239,466) (218,349) (180,515) Equity attributable to owners of the Company 275,848 300,650 333,301 Preference share capital 6 32,615 31,596 30,577 Perpetual preference notes 7 28,606 26,827 26,289 Non-controlling interests (27,948) (25,456) (25,675) Total equity 309,121 333,617 364,492 Liabilities Non-current liabilities Redeemable preference shares 13,308 12,849 12,840 Proportional shareholder loans 33,259 35,733 40,989 Interest-bearing borrowings 8 355,149 318,453 371,549 Lease liabilities 700 3,335 750 Derivative financial instruments 1,412 1,425 2,976 Related party loans payable 8,507 7,195 1,454 Deferred tax liability 49,805 51,933 51,480 Total non-current liabilities 462,140 430,923 482,038 Current liabilities Interest-bearing borrowings 8 56,562 78,282 38,268 Lease liabilities 3,140 1,265 589 Trade and other payables 43,658 46,366 31,269 Current tax payable 365 717 1 Derivative financial instruments 3,001 1,284 - Related party loans payable - - 1 Other financial liabilities 13,593 13,358 16,983 Bank overdrafts 2,004 1,875 1,934 Total current liabilities 122,323 143,147 89,045 Total liabilities 584,463 574,070 571,083 Total equity and liabilities 893,584 907,687 935,575
ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited Unaudited six months ended six months ended 31 Dec 2023 31 Dec 2022 Notes USUSD'000 USUSD'000 Cash generated from operations (Loss) / profit for the year before taxation (23,560) 6,192 Adjusted for: Depreciation and amortisation 766 282 Interest income 10 (1,514) (1,738) Share of profits from associates and joint ventures 3 (5,378) (12,008) Finance costs 11 19,691 18,210 IFRS 9 charges/ (credits) (1) (481) Foreign currency losses 2,499 3,381 Straight-line rental income accrual (166) (186) Amortisation of lease premium 114 708 Share based payment expense 100 413 Loss on disposal of interest in associate - 295 Loss on extinguishment on loan - 1,166 Fair value adjustment on investment properties 2 19,954 (3,139) Fair value adjustment on other financial liability 235 (47) Fair value adjustment on derivative financial instruments 4,041 1,007 Other transaction costs 567 - 17,348 14,055 Changes to working capital Movement in trade and other receivables 1,527 (1,815) Movement in trade and other payables (10,920) 248 Cash generated from operations 7,955 12,488 Taxation paid (385) (1,814) Net cash generated from operating activities 7,570 10,674 Cash (utilised in)/ generated from investing activities Acquisition of, and additions to investment properties 2 (7,000) (2,875) Deposits received/ (paid) on investment properties 2 1,188 (2,558) Additions to property, plant, and equipment (102) (184) Additions to intangible assets (52) - Acquisition of associates and joint ventures - (19,440) Proceeds from partial disposal of associates and joint ventures - 5,102 Dividends and interest received from associates and joint ventures - 21,337
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Interest received - 1,739 Proceeds from partial disposal of investment in subsidiaries - 1 Related party loans received - 1,488 Other loans advanced - (2,189) Proportional shareholder loans repayments from associates and joint ventures 3 1,382 1,507 Proceeds from proportional shareholder loans - 14,273 Other loans repayment received - 4,378 Net cash (utilised in)/ generated from investing activities (4,584) 22,579 Proportional shareholder loans repaid (2,135) - Receipt from derivative instrument 2,126 - Ordinary dividends paid - (7,377) Perpetual preferences note dividend paid - (1,228) Proceeds from interest bearing borrowings 8 40,691 280,707 Settlement of interest-bearing borrowings 8 (27,862) (293,325) Finance costs (17,765) (17,137) Loan issue costs incurred - (7,939) Payments of leases (300) (70) Net cash utilised in financing activities (5,245) (46,369) Net movement in cash and cash equivalents (2,259) (13,116) Cash at the beginning of the year 7,332 24,146 Effect of foreign exchange rates (301) (384) Total cash and cash equivalents at the end of the period 4,772 10,646 Total cash and cash equivalents comprise of: Cash and cash equivalents 6,776 12,580 Less: Bank overdrafts (2,004) (1,934) Total cash and cash equivalents at the end of the period 4,772 10,646
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Ordinary Treasury Foreign Antecedent Preference Perpetual Total share shares currency Dividend Accumulated share preference Non-controlling capital reserve translation reserve losses capital notes interests Equity reserve USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 Balance as at 1 535,694 (16,212) (5,191) - (177,990) 29,558 25,741 (22,224) 369,376 July 2022 Profit / (loss) for - - - - (23,631) - - (1,942) (25,573) the year Other comprehensive - - 1,436 - 86 - - 311 1,833 income for the year Total comprehensive - - 1,436 - (23,545) - - (1,631) (23,740) income / (expense) Share based - - - - 354 - - - 354 payments Share of other changes in equity - - - - 7,474 - - - 7,474 of joint venture Ordinary dividends - - - - (19,188) - - - (19,188) declared Treasury shares - (94) - - - - - - (94) Preferred dividend accrued on - - - - (3,529) - 1,086 - (2,443) perpetual notes Preferred dividend accrued on - - - - (2,038) 2,038 - - - preference shares Transaction with non-controlling - - - - (796) - - 796 - interests without change in control Reclassification of foreign currency translation reserve - - 75 - - - - - 75 on sale of interest in subsidiary Acquisition of subsidiary with own - - - - (604) - - - (604) equity shares Acquisition of additional interest in joint venture - - - - (884) - - - (884) with own equity shares Reclassification of foreign currency translation reserve - - 3,291 - - - - - 3,291 on sale of associates Dividends distributable to - - - - 2,397 - - (2,397) - non-controlling shareholders Balance as at 30 535,694 (16,306) (389) - (218,349) 31,596 26,827 (25,456) 333,617 June 2023 (audited) Balance as at 1 535,694 (16,212) (5,191) - (177,990) 29,558 25,741 (22,224) 369,376 July 2022 Profit / (Loss) for - - - - 4,741 - - (1,136) 3,605 the period Other comprehensive expense for the - - (1,246) - - - - (218) (1,464) period Total comprehensive - - (1,246) - 4,741 - - (1,354) 2,141 (expense) / income Share based - - - - 413 - - - 413 payments Share of other changes in equity - - - - 2,620 - - - 2,620 of associate Reclassification of foreign currency translation reserve - - 771 - - - - - 771 on part sale of interests in associate Preferred dividend accrued on - - - - (1,019) 1,019 - - - preference shares Preferred dividend accrued on - - - - (1,779) - 548 - (1,231) perpetual notes Ordinary dividends - - - - (9,599) - - - (9,599) paid Transaction with non-controlling - - - - (299) - - 300 1 interests without change in control Dividends distributable to - - - - 2,397 - - (2,397) - non-controlling shareholders Balance as at 31 December 2022 535,694 (16,212) (5,666) - (180,515) 30,577 26,289 (25,675) 364,492 (unaudited) Balance as at 1 535,694 (389) - (218,349) 31,596 26,827 (25,456) 333,617 July 2023 (16,306) Loss for the period - - - - (18,542) - - (2,485) (21,027) Other comprehensive (expense) / income - - (3,685) - - - - 29 (3,656) for the period Total comprehensive - - (3,685) - (18,542) - - (2,456) (24,683) expense Share based - - - - 100 - - - 100 payments Preferred dividend accrued on - - - - (1,779) - 1,779 - - perpetual notes Preferred dividend accrued on - - - - (1,019) 1,019 - - - preference shares Other movement in - - - - 123 - - (36) 87 equity Balance as at 31 December 2023 535,694 (16,306) (4,074) - (239,466) 32,615 28,606 (27,948) 309,121 (unaudited)
NOTES TO THE FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of this abridged consolidated financial statements are set out below.
1.1 Basis of preparation
The unaudited abridged consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB, interpretations issued by the IFRS Interpretations Committee (IFRIC); the Financial Pronouncements as issued by Financial Reporting Standards Council and the LSE and SEM Listings Rules. The unaudited abridged consolidated financial statements have been prepared on the going-concern basis and were approved for issue by the Board on 27 February 2024.
Going Concern
The directors are required to consider an assessment of the Group's ability to continue as a going concern when producing the interim abridged unaudited consolidated ?nancial statements.
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The Directors are of the opinion that after reconsideration of the items highlighted in the Integrated Annual Report published on 31st October 2023 (see page 91), the risks assessed are being managed and the Group continues to perform within the parameters of the going concern models prepared. The directors therefore concluded that it remains appropriate to prepare the financial statements on a going concern basis.
Functional and presentation currency
The abridged unaudited consolidated half year financial statements are prepared and are presented in United States Dollars (USUSD). Amounts are rounded to the nearest thousand, unless otherwise stated. Some of the underlying subsidiaries and associates have functional currencies other than the USUSD. The functional currency of those entities reflects the primary economic environment in which they operate.
Presentation of alternative performance measures
The Group presents certain alternative performance measures on the face of the income statement. Revenue is shown on a disaggregated basis, split between gross rental income and the straight-line rental income accrual. Additionally, if applicable, the total fair value adjustment on investment properties is presented on a disaggregated basis to show the impact of contractual receipts from vendors separately from other fair value movements. These are non-IFRS measures and supplement the IFRS information presented. The directors believe that the presentation of this information provides useful insight to users of the financial statements and assists in reconciling the IFRS information to industry wide EPRA metrics.
1.2 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is a person or group that is responsible for allocating resources and assessing the performance of the operating segments. The Group has chosen the board as its chief operating decision-maker as it is the board that makes the Group's strategic decisions. Each operating entity has its own segmental and geographical allocation, and it is not allocated to more than one sector. Depreciation and amortization are not shown separately due to the immaterial nature thereof.
1.3 Significant accounting judgements, estimates and assumptions
The preparation of these abridged consolidated half year financial statements in conformity with IFRS requires the use of accounting estimates which by definition will seldom equal the actual results. Management also needs to exercise judgement in applying the group's accounting policies. Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectation of future events that may have a monetary impact on the entity and that are believed to be reasonable under the circumstances.
Significant Judgements
In the process of applying the Group's accounting policies, management has made the following judgements.
Historical significant judgements which continue to affect the financial statements
Unconsolidated structured entity
Drive in Trading (DiT), a B-BBEE consortium, secured a facility of USUSD33.4 million from the Bank of America N.A (UK Branch) ("BoAML") to finance its investment in Grit. The BoAML facility was granted to DiT after South Africa's Government Employees Pension Fund (GEPF), represented by Public Investment Corporation SOC Limited ("PIC"), provided a guarantee to BoAML in the form of a Contingent Repurchase Obligation ("CRO") for up to USUSD35 million. The terms of the CRO oblige PIC to acquire the loan granted to DiT should DiT default under the BoAML facility.
In order to facilitate the above, the Group agreed to de-risk 50% of PIC's USUSD35 million exposure to the CRO, by granting PIC a guarantee whereby should BoAML enforce the CRO, the Group would indemnify PIC for up to 50% of the losses, capped at USUSD17.5 million, following the sale of the underlying securities, being the shares held by DiT in Grit.
Given the unusual structure of the transaction, the Group has determined that DiT has limited and predetermined activities and can be considered a structured entity under IFRS 12 as the design and purpose of DiT was to fund Grit rights issue and at the same time enable Grit to obtain B-BBEE credentials.
As the Group does not have both, power to direct the activities of DiT and an exposure to variable returns, the Group has exercised judgement on not to consolidate DiT but instead treat it as an unconsolidated structured entity due to DiT being a related party.
Freedom Asset Management (FAM) as a subsidiary
The Group has considered Freedom Asset Management (FAM) to be its subsidiary for consolidation purposes due to the Group's implied control of FAM, as the Group has ability to control the variability of returns of FAM and has the ability to affect returns through its power to direct the relevant activities of FAM. The Group does not own any interest in FAM however it has exposure to returns from its involvement in directing the activities of FAM.
Grit Executive Share Trust (GEST) as a subsidiary
The Group has considered Grit Executive Share Trust (GEST) to be its subsidiary for consolidation purposes due to the Group's implied control of GEST, as the Group's ability to appoint the majority of the trustees and to control the variability of returns of GEST. The Group does not own any interest in GEST but is exposed to the credit risk and losses of (GEST) as the Group shall bear any losses sustained by GEST and shall be entitled to receive and be paid any profits made in respect of the purchase, acquisition, sale or disposal of unawarded shares in the instance where shares revert back to GEST.
Grit Executive Share Trust II (GEST II) as a subsidiary
During the financial year 2023, Grit Executive Share Trust II has been incorporated to act as trust for the new long term incentive plan of the Group. The trust will hold Grit shares to service the new scheme when the shares will vest to the employees in the future. The corporate set-up of GEST II is like GEST and the Group has considered the latter to be a subsidiary due to the implied control that the Group has over it.
New significant judgements made during the current reporting period
African Development Managers Limited ("APDM") accounted for as joint venture
The shareholders of APDM signed an amended shareholder agreement that changes the shareholder rights that existed in the legacy shareholder agreement. The most notable change to the agreement is that future decisions that are taken by the Investment Committee of APDM will require a simple majority to be implemented as compared to a seventy-five-percent threshold that was previously required. The Group has the right to appoint four out of seven members to the investment committee. Following the implementation of the amended shareholder agreement the Group can exercise control over the Investment Committee of APDM.
APDM was previously accounted for as a joint venture by the Group, despite having a majority shareholding in APDM. In preparing the abridged consolidated financial statements as at 31 December 2023, the directors exercised judgement in determining APDM accounting treatment and concluded that APDM continue to be treated as a joint venture for the reporting period ended 31 December 2023, with consolidation being adopted with effect from 1 January 2024, which is deemed to be the date on which the rights associated with the changes made to the amended shareholder agreement, and which transfers control to the Group, being implemented.
Gateway Real Estate Africa Limited ("GREA") accounted for as joint venture
The shareholders of GREA signed an amended shareholder agreement that changes the shareholder rights that existed in the legacy shareholder agreement. The most notable change to the agreement is that future decisions that are taken by the Board of Directors of GREA will require a simple majority to be implemented as compared to a seventy-five-percent threshold that was previously required. The changes in the shareholder agreement provide for the Group to appoint four out of seven board members. Following the implementation of the amended shareholder agreement the Group can exercise control over the GREA board of directors.
GREA was previously accounted for as a joint venture by the Group, despite having a majority shareholding in GREA. In preparing the abridged consolidated financial statements as at 31 December 2023, the directors exercised judgement in determining GREA's accounting treatment and concluded that GREA continue to be treated as a joint venture for the reporting period ended 31 December 2023, with consolidation being adopted with effect from 1 January 2024, which is deemed to be the date on which the rights associated with the changes made to the amended shareholder agreement, and which transfers control to the Group, being implemented.
Significant Estimates
The principal areas where such estimations have been made are:
Fair value of investment properties
The fair value of investment properties is determined using a combination of the discounted cash flows method and the income capitalisation valuation method, using assumptions that are based on market conditions existing at the end of the relevant reporting date. For further details on the valuation method, judgements and assumptions made, refer to note 2.
Taxation
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Judgements and estimates are required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax inspection issues in the jurisdictions in which it operates based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the year in which such determination is made.
The Group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred tax assets requires the Group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each relevant jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the end of the reporting period could be impacted.
2. INVESTMENT PROPERTIES
As at As at 31 Dec 30 Jun 2023 2023 USUSD'000 USUSD'000 Net carrying value of properties 615,779 628,777 Movement for the year excluding straight-line rental income accrual, lease incentive and right of use of land Investment property at the beginning of the year 611,854 588,229 Transfer from associate on step up to subsidiary - 11,036 Reduction in property value on asset acquisition - (1,207) Other capital expenditure and construction 7,000 13,683 Foreign currency translation differences (38) 4,221 Revaluation of properties at end of year (19,954) (4,108) As at period end 598,862 611,854 Reconciliation to consolidated statement of financial position and valuations Carrying value of investment properties excluding right of use of land, lease incentive and 598,862 611,854 straight-line income accrual Right of use of land 6,565 6,599 Lease incentive 3,169 3,311 Straight-line rental income accrual 7,183 7,013 Total valuation of properties 615,779 628,777
Lease incentive asset included in investment property
In accordance with IFRS 16, rental income is recognised in the Group income statement on a straight-line basis over the lease term. This includes the effect of lease incentives given to tenants. The Group has granted lease incentives to tenants (in the form of rent-free periods). The result is a receivable balance included within investment property in the balance sheet as those are balances that must be considered when reconciling to valuation figures to prevent double counting of assets. This balance is subject to impairment testing under IFRS 9 using the simplified approach to expected credit loss of IFRS 9.
As at As at 31 Dec 2023 30 Jun 2023 USUSD'000 USUSD'000 Lease incentive receivables before impairment 3,714 3,856 Impairment of lease incentive receivables (545) (545) Net lease incentive included within investment property 3,169 3,311 As at As at Most recent Summary of valuations by reporting independent Valuer (for the most Sector Country 31 Dec 30 Jun date valuation date recent valuation) 2023 2023 USUSD'000 USUSD'000 Commodity House Phase I 31-Dec-23 Directors' valuation Office Mozambique 54,209 54,094 Commodity House Phase II 31-Dec-23 Directors' valuation Office Mozambique 19,494 19,727 Hollard Building 31-Dec-23 Directors' valuation Office Mozambique 20,676 20,847 Vodacom Building 31-Dec-23 Directors' valuation Office Mozambique 51,870 53,362 Zimpeto Square 31-Dec-23 Directors' valuation Retail Mozambique 3,344 3,303 Bollore Warehouse 31-Dec-23 Directors' valuation Light Mozambique 10,104 10,770 industrial Anfa Place Mall 31-Dec-23 Directors' valuation Retail Morocco 67,302 73,357 Tamassa Resort 31-Dec-23 Directors' valuation Hospitality Mauritius 55,955 54,674 VDE Housing Compound 31-Dec-23 Directors' valuation Corporate Mozambique 45,052 50,238 accommodation Imperial Distribution Centre 31-Dec-23 Directors' valuation Light Kenya 20,019 20,210 industrial Mara Viwandani 31-Dec-23 Directors' valuation Light Kenya 2,330 2,330 industrial Buffalo Mall 31-Dec-23 Directors' valuation Retail Kenya 10,275 11,036 Mall de Tete 31-Dec-23 Directors' valuation Retail Mozambique 13,478 13,675 Acacia Estate 31-Dec-23 Directors' valuation Corporate Mozambique 70,949 73,120 accommodation 5th Avenue 31-Dec-23 Directors' valuation Office Ghana 15,785 16,066 Capital Place 31-Dec-23 Directors' valuation Office Ghana 20,480 20,470 Mukuba Mall 31-Dec-23 Directors' valuation Retail Zambia 59,937 60,040 Orbit Complex 31-Dec-23 Directors' valuation Light Kenya 39,293 39,470 industrial Tatu Warehouse- Tip 1 31-Dec-23 Directors' valuation Light Kenya 6,642 6,670 industrial Club Med Cap Skirring Resort 31-Dec-23 Directors' valuation Hospitality Senegal 28,585 25,318 Total valuation of investment properties directly held by the Group 615,779 628,777 Deposits paid on Imperial 1,249 2,376 Distribution Centre Phase 2 Deposits paid on Capital Place 3,550 3,550 Limited Total deposits paid on investment properties 4,799 5,926 Total carrying value of property portfolio including deposits paid 620,578 634,703 Investment properties held within associates and joint ventures - Group share Kafubu Mall - Kafubu Mall Limited 31-Dec-23 Directors' valuation Retail Zambia 9,782 12,865 (50%) CADS II Building - CADS Developers 31-Dec-23 Directors' valuation Office Ghana 12,310 12,300 Limited (50%) Cosmopolitan Shopping Centre - Cosmopolitan Shopping Centre Limited 31-Dec-23 Directors' valuation Retail Zambia 27,439 27,570 (50%) Gateway Real Estate Africa1 Ltd 31-Dec-23 Director's valuation Other Mauritius 81,160 73,369 (51.48%) / Knight Frank Investments Total of investment properties acquired through associates and joint ventures 130,691 126,104 Total portfolio 751,269 760,807 Functional currency of total property portfolio
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February 28, 2024 02:00 ET (07:00 GMT)
DJ Abridged unaudited interim results 31/12/2023 -11-
United States Dollars 587,315 592,263 Euros 84,540 79,992 Moroccan Dirham 67,302 73,357 Kenyan Shilling 2,330 2,330 Zambian Kwacha 9,782 12,865 Total portfolio 751,269 760,807
1 Independent valuation was performed at 31 December 2023 by Knight Frank for DH1 Elevation and DH3 Rosslyn Grove using the discounted cash flow method.
All valuations that are performed in the functional currency of the relevant property company are converted to United States Dollars at the e?ective closing rate of exchange. All valuations have been undertaken in accordance with the RICS Valuation Standards that were in e?ect at the relevant valuation date and are further compliant with International Valuation Standards and International Financial Reporting Standards. All of the investment properties except for DH1 Elevation and DH3 Rosslyn Grove were internally valued using Director's valuation. The discounted cash flow method was used for all buildings and all land parcels were valued using the comparable method.
3. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
The following entities have been accounted for as associates and joint ventures in the current and comparative consolidated financial statements using the equity method:
As at As at 31 Dec 2023 30 Jun 2023 Name of joint venture Country % Held USUSD'000 USUSD'000 Kafubu Mall Limited1 Zambia 50.00% 9,468 12,531 Cosmopolitan Shopping Centre Limited1 Zambia 50.00% 27,370 27,495 CADS Developers Limited1 Ghana 50.00% 4,187 4,482 Africa Property Development Managers Ltd1 Mauritius 78.95% 31,653 29,073 Gateway Real Estate Africa Ltd1 Mauritius 51.48% 124,192 123,513 Carrying value of joint ventures 196,870 197,094 1 The percentage of ownership interest during the period ended 31 December 2033 did not change.
All investments in joint ventures are private entities and do not have quoted prices available.
Reconciliation to carrying value in joint ventures
Kafubu Africa Property Gateway Real CADS Cosmopolitan Mall Development Managers Estate Africa Developers Shopping Centre Total Limited Ltd Ltd Limited Limited USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 Balance at the beginning of 12,531 29,073 123,513 4,482 27,495 197,094 the year Profit / (losses) from associates and joint 1,487 2,580 735 (240) 816 5,378 ventures Revenue 538 - 2,757 300 1,211 4,806 Property operating expenses (87) - (266) (60) (232) (645) and construction costs Admin expenses and (7) (2,764) 711 (3) (4) (2,067) recoveries Other income - 4,911 - - - 4,911 Net impairment charge on - - 445 - - 445 financial assets Unrealised foreign exchange - 468 (395) (1) 33 105 gains/(losses) Transaction costs - 2 - - - 2 Interest income - - 1,398 - 1 1,399 Finance charges (4) (67) (1,617) (482) - (2,170) Fair value movement on 1,074 - (1,325) 6 (157) (402) investment property Fair value adjustment on - - - - - - other financial asset Current tax (27) - 6 - (36) (57) Deferred tax - 30 (979) - - (949) Repayment of proportionate (386) - - (55) (941) (1,382) shareholders loan Consolidation elimination - - (56) - - (56) Foreign currency translation (4,164) - - - - (4,164) differences Carrying value of joint 9,468 31,653 124,192 4,187 27,370 196,870 ventures- 31 December 2023
4. OTHER LOANS RECEIVABLE
As at As at 31 Dec 2023 30 Jun 2023 USUSD'000 USUSD'000 African Property Investments Limited 21,034 21,034 Drift (Mauritius) Limited 2 8,966 8,637 Drift (Mauritius) Limited 3 - 2 Pangea 2 Limited 6 6 IFRS 9 - Impairment on financial assets (ECL) (8,674) (8,674) As at period end 21,332 21,005 Classification of other loans: Non-current assets 21,332 21,005 Current assets - - As at period end 21,332 21,005
5. TRADE AND OTHER RECEIVABLES
As at As at 31 Dec 2023 30 Jun 2023 USUSD'000 USUSD'000 Trade receivables 13,961 12,733 Total allowance for credit losses and provisions (4,695) (5,682) IFRS 9 - Impairment on financial assets (ECL) (1,494) (1,496) IFRS 9 - Impairment on financial assets (ECL) Management overlay on specific provisions (3,201) (4,186) Trade receivables - net 9,266 7,051 Accrued Income 2,531 2,603 Loan interest receivable 75 - Deposits paid 16 77 VAT recoverable 9,271 10,293 Purchase price adjustment account 961 961 Deferred expenses and prepayments 6,717 3,695 IFRS 9 - Impairment on other financial assets (ECL) (3,470) (3,470) Rental guarantees receivable - 52 Sundry debtors 466 764 Other receivables 16,567 14,975 As at period end 25,833 22,026 Classification of trade and other receivables: Non-current assets 3,500 3,448 Current assets 22,333 18,578 As at period end 25,833 22,026
6. PREFERENCE SHARE CAPITAL
As at As at 31 Dec 2023 30 Jun 2023 USUSD'000 USUSD'000 Opening balance 31,596 29,558 Preference shares dividend accrued 1,019 2,038 As at period end 32,615 31,596
7. PERPETUAL PREFERENCE NOTES
As at As at 31 Dec 2023 30 Jun 2023 USUSD'000 USUSD'000 Opening balance 26,827 25,741 Preferred dividend accrued 1,779 3,529 Preferred dividend paid - (2,443) As at period end 28,606 26,827
Perpetual Preference Note
The Group, through its wholly owned subsidiary, Grit Services Limited, has issued perpetual preference note to two investors Ethos Mezzanine Partners GP Proprietary Limited and Blue Peak Private Capital GP. The total cash proceeds received from the two investors for the issuance of the perpetual note amounted to USUSD31.5million.
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DJ Abridged unaudited interim results 31/12/2023 -12-
Included below are salient features of the notes:
. The Note has a cash coupon of 9% per annum and a 4% per annum redemption premium. The Group at its sole discretion may elect to capitalise cash coupons. Although perpetual in tenor, the note carries a material coupon step-up provision after the fifth . anniversary that is expected to result in economic maturity and redemption by the Group on or before that date. . The Note may be voluntarily redeemed by the Group at any time, although there would be call-protection costs associated with doing so before the third anniversary. . The Note, if redeemed in cash by the Group, can offer the noteholders an additional return of not more than 3% per annum, linked to the performance of Grit ordinary shares over the duration of the Note. The noteholders have the option to convert the outstanding balance of the note into Grit equity shares. . If such option is exercised by the noteholders, the number of shares to be issued shall be calculated based on a pre-defined formula as agreed between both parties in the note subscription agreement.
The Group has classified eighty-five percent of the instrument as equity because for this portion of the instrument, the Group always will have an unconditional right to avoid delivery of cash to the noteholders. The remaining fifteen percent of the instrument has been classified as debt and included as part of interest-bearing borrowings. The debt portion arises because the note contains terms that can give the noteholders the right to ask for repayment of fifteen percent of the outstanding amount of the notes on the occurrence of some future events that are not wholly within the control of the Group. The directors believe that the probability that those events will happen are remote but for classification purposes, because the Group does not have an unconditional right to avoid delivering cash to the noteholders on fifteen percent of the notes, this portion of the instrument has been classified as liability.
The accrued dividend on the equity portion of the note has been recognised as a deduction into equity, that is a reduction of retained earnings.
8. INTEREST-BEARING BORROWINGS
The following debt transactions were concluded during the period under review:
. Increase in the Grit Services Limited corporate facility with NCBA Bank Kenya amounting to c. USUSD12.0 million used as an equity bridge. . Refinance of Tamassa by Mara Delta Properties Mauritius Limited, through State Bank of Mauritius amounting to c.USUSD13.2 million. Partial settlement of State Bank of Mauritius corporate facility held by Grit Real Estate Income Group Limited amounting to c.USUSD10.0 million. . Maubank facility held by Freedom Asset Management Limited of USUSD0.7 million was settled during the period. . USUSD3.1 million was settled on the RCF facility held by Girt Services Limited and linked to the SBSA led syndication during the period. . Amortisation of the Investec facility linked to AnfaPlace Mall amounting to USUSD1.1 million. As at As at 31 Dec 2023 30 Jun 2023 USUSD'000 USUSD'000 Non-current liabilities 355,149 318,453 Current liabilities 56,562 78,282 As at period end 411,711 396,735 Currency of the interest-bearing borrowings (stated gross of unamortised loan issue costs) United States Dollars 290,985 294,114 Euros 121,011 103,132 Mauritian Rupees 863 1,025 412,859 398,271 Interest accrued 7,424 7,725 Unamortised loan issue costs (8,572) (9,261) As at period end 411,711 396,735 Movement for the period Balance at the beginning of the year 396,735 425,066 Proceeds of interest bearing-borrowings 40,691 324,459 Loan reduced through disposal of subsidiary - (19,404) Loan acquired through asset acquisition - 4,369 Loan issue costs (936) (7,355) Amortisation of loan issue costs 1,625 3,368 Foreign currency translation differences 1,759 3,561 Interest accrued (301) 2,798 Debt settled during the year (27,862) (340,127) As at period end 411,711 396,735
Analysis of facilities and loans in issue
As at As at 31 Dec 30 Jun 2023 2023 Lender Borrower Initial facility USUSD'000 USUSD'000 Financial institutions Standard Bank South Africa Commotor Limitada USUSD140.0m 140,000 140,000 Standard Bank South Africa Zambian Property Holdings Limited USUSD70.4m 64,400 64,400 Standard Bank South Africa Grit Services Limited EUR33m 30,752 31,698 Standard Bank South Africa Grit Services Limited USUSD3.6m - 3,633 Standard Bank South Africa Capital Place Limited USUSD6.2m 6,200 6,200 Standard Bank South Africa Casamance Holdings Limited EUR6.5m 7,295 7,198 Standard Bank South Africa Grit Accra Limited USUSD6.4m 8,400 8,400 Standard Bank South Africa Casamance Holdings Limited EUR7.0m - 7,618 Standard Bank South Africa Casamance Holdings Limited Eur 11m 11,088 - Standard Bank South Africa Grit Services Limited USUSD 1.8m 1,837 - Total Standard Bank Group 269,972 269,147 State Bank of Mauritius Mara Delta Properties Mauritius Limited EUR12m 13,273 - State Bank of Mauritius Mara Delta Properties Mauritius Limited EUR22.3m 24,666 24,336 State Bank of Mauritius Grit Real Estate Income Group Limited Equity Bridge - 10,000 USUSD20.0m State Bank of Mauritius Mara Delta Properties Mauritius Limited RCF Mur 72m 863 1,025 Total State Bank of Mauritius 38,802 35,361 Investec South Africa Freedom Property Fund SARL EUR36.0m 33,938 31,571 Investec South Africa Freedom Property Fund SARL USUSD8.7m - 2,722 Investec Mauritius Grit Real Estate Income Group Limited USUSD0.5m - 430 Total Investec Group 33,938 34,723 Maubank Mauritius Freedom Asset Management EUR4.0m - 711 Total Maubank - 711 Nedbank South Africa Warehously Limited USUSD8.6m 8,635 8,635 Nedbank South Africa Grit Real Estate Income Group Limited USUSD7m 7,000 7,000 Nedbank South Africa Capital Place Limited USUSD6.2m - - Total Nedbank South Africa 15,635 15,635 NCBA Bank Kenya Grit Services Limited USUSD30m 29,484 17,500 Total NCBA Bank Kenya 29,484 17,500 Ethos Private Equity Grit Services Limited USUSD2.4m 2,475 2,475
(MORE TO FOLLOW) Dow Jones Newswires
February 28, 2024 02:00 ET (07:00 GMT)
DJ Abridged unaudited interim results 31/12/2023 -13-
Blue Peak Private Equity Grit Services Limited USUSD2.2m 2,250 2,250 Total Private Equity 4,725 4,725 International Finance Corporation Stellar Warehousing and Logistics USUSD16.1m 16,100 16,100 Limited Total International Finance 16,100 16,100 Corporation Housing Finance Corporation Buffalo Mall Naivasha Limited USUSD4.85m 4,204 4,369 Total Housing Finance Corporation 4,204 4,369 Total loans in issue 412,860 398,271 plus: interest accrued 7,424 7,725 less: unamortised loan issue costs (8,573) (9,261) As at period end 411,711 396,735
Fair value of borrowings is not materially different to their carrying value amounts since interest payable on those borrowings are either close to their current market rates or the borrowings are of short-term in nature.
9. GROSS PROPERTY INCOME
Six months ended Six months ended 31 Dec 2023 31 Dec 2022 USUSD'000 USUSD'000 Contractual rental income 23,752 22,600 Retail parking income 878 856 Straight-line rental income accrual 166 186 Other rental income (Lease incentives) (260) (58) Gross rental income 24,536 23,584 Asset management fees 717 526 Recoverable property expenses 3,176 2,804 Total gross property income 28,429 26,914
10. INTEREST INCOME
Six months ended Six months ended 31 Dec 2023 31 Dec 2022 USUSD'000 USUSD'000 Interest on loans to partners 1,400 1,653 Interest on loans to related parties 53 7 Interest on property deposits paid 61 - Other Interest - 78 Total interest income 1,514 1,738
11. FINANCE COSTS
Six months ended Six months ended 31 Dec 2023 31 Dec 2022 USUSD'000 USUSD'000 Interest-bearing borrowings - financial institutions 16,429 15,061 Early settlement charges - 46 Amortisation of loan issue costs 1,625 2,307 Preference share dividends 499 462 Interest on lease liabilities 164 16 Interest on loans to proportional shareholders 913 275 Interest on bank overdraft 61 43 Total finance costs 19,691 18,210
12. Segmental reporting
Consolidated segmental analysis
The Group reports on a segmental basis in terms of geographical location and type of property. Geographical location is split between Botswana, Senegal, Morocco, Mozambique, Zambia, Kenya, Ghana and Mauritius. In terms of type of property, the Group has investments in the hospitality, retail, office, light industrial and corporate accommodation sectors.
Senegal Morocco Mozambique Zambia Kenya Ghana Mauritius Total USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 Geographical location 31 December 2023 Reportable segment profit and loss Gross rental income 1,079 4,075 13,274 2,809 2,701 1,734 2,592 28,264 Straight-line rental income accrual 23 85 (138) - 308 (112) (1) 165 Gross property income 1,102 4,160 13,136 2,809 3,009 1,622 2,591 28,429 Property operating expenses - (2,149) (2,310) (333) (238) (196) 273 (4,953) Net property income 1,102 2,011 10,826 2,476 2,771 1,426 2,864 23,476 Other income - - 26 - - - 82 108 Administrative expenses (98) (172) (565) (12) (79) (247) (6,756) (7,929) Net impairment (charge) / credit on financial - 961 27 - (9) - - 979 assets Profit / (loss) from operations 1,004 2,800 10,314 2,464 2,683 1,179 (3,810) 16,634 Fair value adjustment on investment properties (2,905) (6,245) (9,733) (118) (1,346) (150) 543 (19,954) Fair value adjustment on other financial - - - - - - (235) (235) liability Fair value adjustment on derivatives financial - - - - - - (4,041) (4,041) instruments Share based payment expense - - - - - - (100) (100) Share of profits / (losses) from associates and - - - 2,303 - (240) 3,315 5,378 joint ventures Loss on derecognition of loans and other - - - - - - 1 1 receivables Foreign currency gains / (losses) (18) (500) 20 76 (491) (61) (1,525) (2,499) Other transaction costs - - (4) - - - (563) (567) Profit / (loss) before interest and taxation (1,919) (3,945) 597 4,725 846 728 (6,415) (5,383) Interest income - - - - - - 1,514 1,514 Finance costs (105) (1,693) (7,906) - (1,721) (919) (7,347) (19,691) Profit / (loss) for the year before taxation (2,024) (5,638) (7,309) 4,725 (875) (191) (12,248) (23,560) Taxation - (161) 2,318 (82) 489 (71) 40 2,533 Profit / (loss) for the year after taxation (2,024) (5,799) (4,991) 4,643 (386) (262) (12,208) (21,027) Reportable segment assets and liabilities Non-current assets Investment properties 28,585 67,302 289,176 59,936 78,559 36,265 55,956 615,779 Deposits paid on investment properties - - - - - - 4,799 4,799 Property, plant and equipment - (2) 136 - 6 18 3,936 4,094 Intangible assets - - - - - - 308 308 Other investments - - - - - - 3 3 Investment in associates and joint ventures - - - 36,838 - 4,186 155,846 196,870 Related party loans receivable - - - - - - 129 129 Other loans receivable - - - - - - 21,332 21,332 Trade and other receivables - 3,500 - - - - - 3,500 Deferred tax - 1,470 7,201 - 590 2,312 1,603 13,176 Total non-current assets 28,585 72,270 296,513 96,774 79,155 42,781 243,912 859,990 Current assets Trade and other receivables 1,248 1,457 4,703 - 7,205 762 6,958 22,333 Current tax receivable - 14 1,030 - 927 1,314 300 3,585 Related party loans receivable - - - - - - 882 882 Derivative financial instruments - - - - - - 18 18 Cash and cash equivalents 184 789 3,094 183 188 105 2,233 6,776 Total assets 30,017 74,530 305,340 96,957 87,475 44,962 254,303 893,584 Liabilities Total liabilities 1,518 51,761 193,890 6,785 36,955 40,716 252,838 584,463 Net assets 28,499 22,769 111,450 90,172 50,520 4,246 1,465 309,121 Other Light Corporate Investments Hospitality Retail Office industrial Accommodation Corporate Total USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 USUSD'000 Type of property 31 December 2023 Reportable segment profit and loss Gross property income - 2,977 8,080 7,675 3,089 5,892 716 28,429 Property operating expenses - - (2,997) (1,153) (122) (1,055) 374 (4,953)
(MORE TO FOLLOW) Dow Jones Newswires
February 28, 2024 02:00 ET (07:00 GMT)
DJ Abridged unaudited interim results 31/12/2023 -14-
Net property income - 2,977 5,083 6,522 2,967 4,837 1,090 23,476 Other income - - - - - 26 82 108 Administrative expenses - (265) (274) (366) (120) (259) (6,645) (7,929) Net impairment (charge) / credit on - - 1,007 (2) (26) - - 979 financial assets Profit/(loss) from operations - 2,712 5,816 6,154 2,821 4,604 (5,473) 16,634 Fair value adjustment on investment - (2,365) (7,252) (2,083) (1,248) (7,006) - (19,954) properties Fair value adjustment on other - - - - - - (235) (235) financial liability Fair value adjustment on - - - - - - (4,041) (4,041) derivatives financial instruments Share based payment expense - - - - - - (100) (100) Share of profits / (losses) from 3,315 - 2,303 (240) - - 5,378 associates and joint ventures Loss on derecognition of loans and - - - - - - 1 1 other receivables Net impairment (charge) / credit on - - 28 6 - - (34) - financial assets Foreign currency gains / (losses) - (568) (467) (89) (443) 46 (978) (2,499) Other transaction costs - - - (3) - (1) (563) (567) Profit/(loss) before interest and 3,315 (221) 428 3,745 1,130 (2,357) (11,423) (5,383) taxation Interest income - - - - - - 1,514 1,514 Finance costs - (1,866) (1,982) (8,817) (1,434) (6) (5,586) (19,691) Profit / (loss) for the year before 3,315 (2,087) (1,554) (5,072) (304) (2,363) (15,495) (23,560) taxation Taxation - (58) (268) 493 753 1,515 98 2,533 Profit / (loss) for the year after 3,315 (2,145) (1,822) (4,579) 449 (848) (15,397) (21,027) taxation Reportable segment assets and liabilities Non-current assets Investment properties - 84,540 154,336 182,514 78,388 116,001 - 615,779 Deposits paid on investment - - - - - - 4,799 4,799 properties Property, plant and equipment - - 3 9 - 127 3,955 4,094 Intangible assets - - 37 - - - 271 308 Other investments - - - - - - 3 3 Investment in associates and joint 155,846 - 36,838 4,186 - - - 196,870 ventures Related party loans receivable - - - - - - 129 129 Other loans receivable - - - - - - 21,332 21,332 Trade and other receivables - - 3,500 - - - - 3,500 Deferred tax - 1,525 3,947 4,591 1,003 2,032 78 13,176 Total non-current assets 155,846 86,065 198,661 191,300 79,391 118,160 30,567 859,990 Current assets Trade and other receivables - 1,630 1,619 910 7,630 3,811 6,733 22,333 Current tax receivable - 196 483 1,807 898 45 156 3,585 Related party loans receivable - - - - - - 882 882 Derivative financial instruments - - - - - - 18 18 Cash and cash equivalents - 226 1,189 1,120 153 1,878 2,210 6,776 Total assets 155,846 88,117 201,952 195,137 88,072 123,894 40,566 893,584 Liabilities Total liabilities - 59,327 67,425 199,467 33,049 30,148 195,047 584,463 Net assets 155,846 28,790 134,527 (4,330) 55,023 93,746 (154,481) 309,121
Major customers
Rental income stemming from the Total Group represented approximately 10.2% of the Group's total contractual rental income for the period, with Vulcan 9.7%, the US Embassy 8.8%, Vodacom Mozambique 6.7 %, and Tamassa Lux 5.0 %, making up the top 5 tenants of the Group.
13. Basic and diluted earnings per ordinary share
Attributable earnings Weighted average number of Cents per share shares Six months Six months Six months Six months Six months Six months ended ended ended ended ended ended 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 USUSD'000 USUSD'000 Shares '000 Shares '000 US Cents US Cents Earnings per share - (18,542) 4,741 482,144 482,373 (3.85) 0.98 Basic Earnings per share - (18,542) 4,741 482,144 482,373 (3.85) 0.98 Diluted
14. sUBSEQUENT EVENTS
On 16 February 2024, shareholders approved the disposal of interests in Bora Africa and Acacia Estates to GREA which will form part of Grit's equity contribution to the GREA USUSD100 million recapitalisation that is expected to conclude in March 2024. The disposal of properties at or close to book value achieves the Board's strategy of additional asset recycling and further reinforces the Group's audited net asset . value. By concluding the GREA Capital Raise with these proceeds, the Group (including GREA) receives a cash injection of USUSD48.5 million from the PIC's subscription at NAV. This equity will be initially utilised to reduce the Group's more expensive debt, whilst over the medium term is expected to be invested by GREA, upon careful capital allocation assessment, into risk mitigated and accretive development projects that are expected to meaningfully contribute to ESG impact, accelerated NAV growth and fee income generation to the Group as is contemplated under the Grit 2.0 strategy.
15. CAPITAL COMMITMENTS
. Club Med Senegal redevelopment EUR20.5 million for the period up to January 2026. . Drive in Trading guarantee settlement USUSD17.5 million by March 2024.
16. EPRA financial metrics
16a. EPRA earnings
Basis of Preparation
The directors of GRIT Real Estate Income Group Limited ("GRIT") ("Directors") have chosen to disclose additional non-IFRS measures, these include EPRA earnings, adjusted net asset value, EPRA net asset value, adjusted profit before tax and funds from operations (collectively "Non-IFRS Financial Information").
The Directors have chosen to disclose:
EPRA earnings to assist in comparisons with similar businesses in the real estate sector. EPRA earnings is a definition of earnings as set out by the European Public Real Estate Association. EPRA earnings represents earnings after adjusting for fair value adjustments on investment properties, gain from bargain purchase on associates, fair value adjustments included under income from associates, ECL . provisions, fair value adjustments on other investments, fair value adjustments on other financial assets, fair value adjustments on derivative financial instruments, and non-controlling interest included in basic earnings (collectively the "EPRA earnings adjustments") and deferred tax in respect of these EPRA earnings adjustments. The reconciliation between basic and diluted earnings and EPRA earnings is detailed in the table below; EPRA net asset value to assist in comparisons with similar businesses in the real estate sector. EPRA net asset value is a definition of net asset value as set out by the European Public Real Estate Association. . EPRA net asset value represents net asset value after adjusting for net impairment on financial assets ( ECL), fair value of financial instruments, and deferred tax relating to revaluation of properties (collectively the "EPRA net asset value adjustments"). The reconciliation for EPRA net asset value is detailed in the table below; adjusted EPRA earnings to provide an alternative indication of GRIT and its subsidiaries' (the "Group") underlying business performance. Accordingly, it excludes the effect of non-cash items such as unrealised . foreign exchange gains or losses, straight-line leasing adjustments, amortisation of right of use land, impairment of loans and deferred tax relating to the adjustments. The reconciliation for adjusted EPRA earnings is detailed in the table below; and
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DJ Abridged unaudited interim results 31/12/2023 -15-
total distributable earnings to assist in comparisons with similar businesses and to facilitate the Group's dividend policy which is derived from total distributable earnings. Accordingly, it excludes VAT . credit utilised on rentals, Listing and set-up costs, depreciation, and amortisation, share based payments, antecedent dividends, operating costs relating to AnfaPlace Mall's refurbishment costs, amortisation of lease premiums and profits withheld/released. The reconciliation for total distributable earnings is detailed in the table below.
In this note, Grit presents European Real Estate Association (EPRA) earnings and other metrics which is non-IFRS financial information.
UNAUDITED UNAUDITED UNAUDITED UNAUDITED 31 Dec 2023 31 Dec 2023 31 Dec 2022 31 Dec 2022 Per Share Per Share USD'000 (Diluted) USD'000 (Diluted) (Cents Per Share) (Cents Per Share) EPRA Earnings 2,813 0.59 2,202 0.46 Total Company Specific Adjustments 2,151 0.44 2,737 0.56 Adjusted EPRA Earnings 4,964 1.03 4,939 1.02 Total Company Specific Distribution Adjustments 4,990 1.04 7,400 1.54 TOTAL DISTRIBUTABLE EARNINGS AVAILABLE TO EQUITY 9,954 2.07 12,339 2.56 PROVIDERS UNAUDITED UNAUDITED AUDITED AUDITED 31 Dec 2023 31 Dec 2023 30 Jun 2023 30 Jun 2023 Per Share Per Share USD'000 (Diluted) USD'000 (Diluted) (Cents Per Share) (Cents Per Share) EPRA NRV 327,161 68.12 349,656 72.80 EPRA NTA 309,372 64.41 335,918 69.94 EPRA NDV 275,848 57.43 300,650 62.60 Distribution shares UNAUDITED 31 Dec 2023 Shares '000 Weighted average shares in issue 495,092 Less: Weighted average treasury shares for the year (15,381) Add: Weighted average shares vested shares in long term incentive scheme 573 EPRA SHARES 480,284 Less: Vested shares in consolidated entities (573) DISTRIBUTION SHARES 479,711
Grit presents European Real Estate Association (EPRA) earnings and other metrics which is non-IFRS financial information.
UNAUDITED 31 Dec 2023 USUSD'000 EPRA Earnings Calculated as follows: Basic Loss attributable to the owners of the parent (18,542) Add Back: - Fair value adjustment on investment properties 19,954 - Fair value adjustments included under income from associates 403 - Change in value on other financial asset 235 - Change in value on derivative financial instruments 4,041 - Goodwill written-off 340 - Acquisition costs not capitalised 562 - Deferred tax in relation to the above (1,201) - Non-controlling interest included in basic earnings (2,979) EPRA EARNINGS 2,813 EPRA EARNINGS PER SHARE (DILUTED) (cents per share) 0.59 Company specific adjustments - Unrealised foreign exchange gains or losses (non-cash) 2,552 - Straight-line leasing and amortisation of lease premiums (non-cash rental) (476) - Profit or loss on disposal of property, plant and equipment 1 - Amortisation of right of use of land (non-cash) 34 - Impairment of loan and other receivables 71 - Non-controlling interest included above (278) - Deferred tax in relation to the above 247 Total Company Specific adjustments 2,151 ADJUSTED EPRA EARNINGS 4,964 ADJUSTED EPRA EARNINGS PER SHARE (DILUTED) (cents per share) 1.03
COMPANY SPECIFIC ADJUSTMENTS TO EPRA EARNINGS
1. Unrealised foreign exchange gains or losses The foreign currency revaluation of assets and liabilities in subsidiaries gives rise to non-cash gains and losses that are non-cash in nature. These adjustments (similar to those adjustments that are recorded to the foreign currency translation reserve) are added back to provide a true reflection of the operating results of the Group. 2. Straight-line leasing (non-cash rental) Straight-line leasing adjustment and amortised lease incentives under IFRS relate to non-cash rentals over the period of the lease. This inclusion of such rental does not provide a true reflection of the operational performance of the underlying property and are therefore removed from earnings. 3. Amortisation of intangible asset (right of use of land) Where a value is attached to the right of use of land for leasehold properties, the amount is amortised over the period of the leasehold rights. This represents a non-cash item and is adjusted to earnings. 4 Impairment on loans and other receivables Provisions for expected credit loss are non-cash items related to potential future credit loss on non- property operational provisions and is therefore added back to provide a better reflection of underlying property performance. The add back excludes and specific provisions for against tenant accounts. 5 Non-Controlling interest Any non-controlling interest related to the company specific adjustments. 6. Other deferred tax (non-cash) Any deferred tax directly related to the company specific adjustments.
16b. Company distribution calculation
UNAUDITED 31 Dec 2023 USUSD'000 Adjusted EPRA Earnings 4,964 Company specific distribution adjustments - VAT Credits utilised on rentals 3,176 - Listing and set-up costs under administrative expenses 5 - Depreciation and amortisation 834 - Share based payments 100 - Dividends (205) - Right of use imputed leases 238 - Amortisation of capital funded debt structure fees 1,625 - Deferred tax in relation to the above (848) - Non-controlling interest included above 65 Total company specific distribution adjustments 4,990 TOTAL DISTRIBUTABLE EARNINGS (BEFORE PROFITS WITHELD) 9,954 DISTRIBUTABLE INCOME PER SHARE (DILUTED) (cents per share) 2.07 DIVIDEND PER SHARE (cents share) 1.50 AVAILABLE FOR FUTURE DISTRIBUTIONS (cents per share) 0.57
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DJ Abridged unaudited interim results 31/12/2023 -16-
COMPANY DISTRIBUTION NOTES IN TERMS OF THE DISTRIBUTION POLICY
1. VAT credits utilised on rentals In certain African countries, there is no mechanism to obtain refunds for VAT paid on the purchase price of the property. VAT is recouped through the collection of rentals on a VAT inclusive basis. The cash generation through the utilisation of the VAT credit obtain on the acquisition of the underlying property is thus included in the operational results of the property. 2. Listing and set-up costs under administrative expenses Costs associated with the new listing of shares, setup on new companies and structures are capital in nature and is added back for distribution purposes. 3. Depreciation and amortisation Non-cash items added back to determine the distributable income. 4. Share based payments Non-cash items added back to determine the distributable income. 5. Retirement fund & PRGF Non- cash item held as a provision. 6. Amortisation of capital funded debt structure fees Amortisation of upfront debt structuring fees.
OTHER NOTES
The abridged unaudited consolidated financial statements for the six months period ended 31 December 2023 ("abridged unaudited consolidated financial statements") have been prepared in accordance with the measurement and recognition requirements of International Financial Reporting Standards ("IFRS"), the FCA Listing Rules and the SEM Listing Rules. The accounting policies are consistent with those of the previous annual financial statements.
The Group is required to publish financial results for the six months ended 31 December 2023 in terms of SEM Listing Rule 15.36A and the FCA Listing Rules. The Directors are not aware of any matters or circumstances arising subsequent to the period ended 31 December 2023 that require any additional disclosure or adjustment to the financial statements. These abridged unaudited consolidated financial statements were approved by the Board on 27 February 2024.
Copies of the abridged unaudited consolidated financial statements, and the statement of direct and indirect interests of each officer of the Company pursuant to rule 8(2)(m) of the Mauritian Securities (Disclosure Obligations of Reporting Issuers) Rules 2007, are available free of charge, upon request at the Company's registered address. Contact Person: Ali Joomun.
Forward-looking statements
This document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual outcomes and results may differ materially from any outcomes or results expressed or implied by such forward-looking statements.
Any forward-looking statements made by, or on behalf of, Grit speak only as of the date they are made, and no representation or warranty is given in relation to them, including as to their completeness or accuracy or the basis on which they were prepared. Grit does not undertake to update forward-looking statements to reflect any changes in its expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.
Information contained in this document relating to Grit or its share price, or the yield on its shares, should not be relied upon as an indicator of future performance.
Any forward-looking statements and the assumptions underlying such statements are the responsibility of the Board of directors and have not been reviewed or reported on by the Company's external auditors.
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ISIN: GG00BMDHST63 Category Code: IR TIDM: GR1T LEI Code: 21380084LCGHJRS8CN05 Sequence No.: 306373 EQS News ID: 1846669 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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