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2014

Annual Report

Property Investment Sustainability

Contents Page

Turnstar Holdings Limited


Annual Report 2014
Highlights for the year
Board of Directors
Summary of Board CVs
Directors report
Corporate Governance
Turnstar Property Portfolio
Valuation Report
Turnstar Holdings Limited Consolidated Annual Financial
Statements for Year Ended 31 January 2014
General Information
Directors Responsibilities and approval
Independent Auditors Report
Statement of Financial Position
Statement of Comprehensive Income
Statement of Changes in Equity
Statement of Cash Flows
Accounting Policies
Notes to the Consolidated Annual Financial Statements
Notice of the 2014 AGM
Form of Proxy

2
3
4-5
6 - 11
12 - 13
14 - 20
21 - 25

27
28
29
30
31
32 - 35
36
37 - 47
48 - 91
92
93

Highlights for the year








31.3% total return to investors for the year under review


Group revenue income up 16.0% from the prior year to P223.1m
Group operating profit up 26.9% from the prior year to P152.0m
Group profit before tax up 164.5% from the prior year to P383.0m
Group profit after tax up 137.4% from the prior year to P312.2m
Group distributable income of P97.3m for the year
Full year distribution per linked unit up 6.5% from prior year to P17.0
per linked unit
Net asset value per linked unit up 29.4% from prior year to P2.32 per
linked unit
Reduced portfolio vacancy of 1.1% from 2.7% in FY2013

Game City Phase 4

artist impression - office

Board of Directors

e
1 Pierre Bezuidenhout
Director
2 Michelle Adelman
Director
3 Gulaam Husain Abdoola

Managing Director
4 Mokgadi K Nteta
Director
5 Ishmael Nshakazhogwe
Director
6 Peo Pillar
Director
7 Cuthbert M. Lekaukau
Chairman

Summary of Board CVs


Chairman
Cuthbert Moshe Lekaukau
Mr Lekaukau, who is the chairman of Turnstar , previously served
the Government of Botswana as a Senior Public Officer in various
capacities from 1973 to 1996. He stared his public service career
as a State Counsel, Senior State Counsel, Principal State Counsel in
Attorney Generals Chambers until his appointment as a Deputy
Permanent Secretary in 1980. Following his appointment as
Permanent Secretary in 1984 he served in that position for 12 years
in the then Ministries of Works, Transport and Communications;
Mineral Resources and Water Affairs as well as the Ministry of
Agriculture. He was awarded a Presidential Order of Honour in
1996 in recognition of his efficient and devoted service to the
country. In December 1996, he was appointed founding Executive
Chairman of the Botswana Telecommunications Authority (now the
Botswana Communications Regulatory Authority) and later Chief
Executive, in which capacities he served the telecommunications
regulatory body for ten years until he retired in December 2006.
He re-joined the Public Service in May 2007 to start the
Government Implementation Coordination Office (GICO) in the
Office of the President where he was head of an organisation with
responsibilities to coordinate the implementation of projects to
ensure timely delivery of services in the country until 2009.

Game City Phase 4

Mr Lekaukau is also a director of Letshego Financial Services


Botswana ( Pty) Ltd, a subsidiary of Letshego Holdings Limited, a
consumer finance entity.
Mr Lekaukau has served as a board member or director for various
corporate institutions including as Chairman of Letshego Holdings
Limited, Botswana Telecommunications Corporation, Botswana
Diamond Valuing Company (Proprietary) Limited, Water Utilities
Corporation, Air Botswana, Botswana Railways, Botswana Vaccine
Institute, Botswana Agricultural Resources Board, Botswana Power
corporation and the Governing Council of the Botswana College of
Agriculture. He has also served as Vice Chairman for the Botswana
Meat Commission, Debswana Diamond Company (Proprietary)
Limited and Soda Ash Botswana (Proprietary) Limited. Mr Lekaukau

has been a Director of the Botswana Development Corporation


Limited, De Beers Centenary AG, De Beers Consolidated Mines
Limited, Diamond Trading Company (Proprietary) Limited, BMC
(UK) Holdings Limited, Table Bay Cold Storage (Proprietary)
Limited (RSA), Klopper and Gluckman (Pty) Ltd (RSA) National
Development Bank Limited and a Member of the Council of the
University of Botswana.
Mr Lekaukau, who is an Attorney-at-law, holds a Bachelor of Laws
(University of Botswana, Lesotho and Swaziland in conjunction with
Edinburgh University), a Master of Laws (Columbia University
NYC) and a Commonwealth Certificate in Legislative Drafting.

Managing Director
Gulaam Husain Abdoola
Gulaam Abdoola is a founding member of Turnstar Holdings Limited
and Managing Director since the inception of the Company. He is
the Executive Chairman of GH Group, a group of companies with
businesses interests in property, retail, wholesale, restaurants, boutiques,
tyres, spare parts, and petroleum retail. He has served as Non-Executive
Director on various company Boards and as Chairman of Stanbic
Bank Botswana, McCarthy Retail Botswana (which comprises Game
Discount World, Bee Gee, Savelles, Happy Homes, Bears, Guys & Girls
and Bonus Building Supplies) and Prefsure Insurance. Mr Abdoola is
currently the Chairman of the Masiela Trust Fund.

artist impression - office


Director
Ishmael Nshakazhogwe
Ishmael Nshakazhogwe is the Chairman and Managing Director of the
Zambezi Group of Companies which embraces industry, petroleum,
hospitality, property, farming and international trade. He is a successful
businessman who has received the highest award from the French
Government, the National Order of Merit Chevailer de lordre du
Merite, as well as Presidential Orders for Meritorious Service by the
President of Botswana. Mr Nshakazhogwe is a member of the Botswana
Confederation of Commerce, Industry and Manpower (BOCCIM), the
Botswana Investment and Trade Centre and a committee member

Summary of Board CVs


of the Civil Justice Forum, A.G. Chambers. He is also a member of
the High Level Consultative Committee on Justice and Governance,
a Public/Private Governance Body. He received an honorary award
and an appointment by the Thai Government as Thailands Consulate
General to the Republic of Botswana.

Director
Peo Pillar
Peo Pillar graduated from the University of Botswana with a Bachelor
of Commerce (Accounting) in 1995 and attained ACCA qualifications
in 1998. In 2010 she completed an MBA in Financial Services through
the London School of Business and Finance. Ms Pillar holds various
professional memberships and is a Fellow Member of ACCA, Associate
Member of the Botswana Institute of Chartered Accountants (BICA)
and Alumni of UNISA. She is a qualified Chartered Accountant
with extensive experience in internal auditing, external auditing and
financial accounting; having worked in audit for five years and in
financial accounting for 13 years. She is currently the Chief Business
Risk Management Officer at Mascom Wireless.

Director
Pierre Bezuidenhout
Pierre Bezuidenhout has a BCom Hons and a BCom (Law) from Rand
Afrikaans University in South Africa. He has 22 years experience in
investment banking and is currently the Managing Director of Collectus
(Pty) Ltd.

Director
Michelle Adelman

Director
Mokgadi K Nteta
Mokgadi K Nteta has a BSc (Honours) degree in Applied Psychology
from the University of Wales Institute of Science and Technology,
an MBA in Human Resources from City University Business School
in London and is a Fellow of the CIPD and member of BOCCIM.
Her experience in HR spans over 20 years and she has worked
for Debswana, Barclays Bank of Botswana, Sefalana sa Botswana
and Kgalagadi Breweries holding a number of senior HR positions,
culminating in the post of Human Resources Director before forming
her own consultancy business. She has a number of business interests
and corporate directorships as well as serving society through various
charitable avenues.

Jacob Motlhabane
The former Managing Director, Mr Jacob Motlhabane, left the company
on the 31st May 2013.

Neill Armstrong
Mr. N W Armstrong resigned from the Board on the 16th April 2014,
subsequent to the period under review.

Michelle Adelman, who has a BSc in Engineering from Cornell


University in New York, has been the global Managing Director of
Accenture plc, the CEO of Accelion Inc., and serves as a strategic
consultant on Boards of regional companies. She is currently the
Managing Director of Accite Holdings. Ms Adelman has extensive
experience in investment analysis, investor relations and operations
management and as a director of companies.

Directors Report
Dear Unit holders,

The year ended January 2014 has been an exciting year for Turnstar.
The company has repositioned itself in terms of management,
value, earning and growth potential.
Our results are impressive and speak for themselves. Turnstar is in
a favourable position due to its acquisition of Mlimani Holdings in
Tanzania.The results and benefits of this acquisition are reflected in
the financial statements.
There has been a change in management strategy under the
guidance of Mr Gulaam Abdoola. Increased focus has been placed
on controlling costs, and maximising income. Maintenance of the
properties has been prioritised, and as part of this strategy, special
emphasis has been placed on ensuring maximum value is derived
from funds spent on maintenance.
Turnstar is trading well below its N.A.V and we believe that in time
investors will recognise this and the price should improve based on
our consistent performance.
Growth in the property sector worldwide, is difficult to achieve.
Real profitable growth can be achieved in certain African countries.
However, these opportunities come with their own unique
challenges. Although there are many opportunities in Africa,
one has to be very careful about managing the potential risks.
Obtaining funding for projects in Africa is also accompanied by its
own challenges.

Turnstar is fortunate in that it still has bulk land at Mlimani City


to develop. Mlimani has been a huge success and demand for the
units is high.
The Turnstar Group is bullish regarding growth in Africa.
Management will examine various funding instruments, in addition
to bank loans to fuel its future African growth. During the current
year, the Company intends to have discussions with financial
Institutions, Consultants, and Investment bankers to find a long
term solution to fund its African growth
Although they are many that are sceptical about property markets
in the rest of Africa, we at Turnstar are extremely excited by the
potential of these markets.
THE PROPERTY MARKET
The overall property market in Botswana is flat across all sectors, with
a cautionary indication of an oversupply of office and retail space in
Gaborone. There is already evidence of declining base rentals and
hardening investment yields due to an oversupply of office space and
shopping centres around the city.

Game City Phase 4 artist impression - office


Game City Phase 4 artist impression - office
Tanzanias economy is currently the 3rd fastest growing economy in the
African continent. This growth has led to an increasing number of the
middle income group and a growing sophisticated consumer market.
As a result there is a high demand for quality office and purpose
built retail centres. Turnstar is uniquely positioned in geographical
diversification across Botswana and Tanzania.

The year ending January 2014, has been an exciting year for Turnstar. The company
has repositioned itself in terms of management, value, earning and growth potential.

e
e

Directors Report
Geographic spread by value

entering into short term leases. The highest lease expiry percentage
is expected in 2016, comprising of leases in Mlimani offices, Game
City and Fairgrounds Office Park. The vast majority of these leases are
expected to be renewed.
Lease Expiry Profile

The Turnstar flagship property in Botswana, Game City, is still the


largest and only regional shopping centre in Botswana while Mlimani
City mall is the largest purpose built indoor shopping centre in Tanzania.
Turnstars portfolio has limited exposure to the Botswana office sector.
The Botswana portfolio constitutes of approx. 60% of tenants (by
GLA) comprising of large listed or large national companies, while
the Tanzania portfolio constitutes of approx 67% retail exposure by
revenue.
Sectorial Spread by Value

Contractual lease escalations are well in excess of long term inflation


expectations.
The portfolio has a 95% lease renewal success rate with rental arrears
reduced to P1.3m from P1.7m.
Rental Escalation Profile

The portfolio comprises of a superior weighted average lease expiry


profile of 3.1yrs, meaning a healthy lease expiry profile with 46% of
leases expiring in financial year 2018 and beyond. The current financial
year ended Jan14 had a total vacancy across the portfolio of only
1.1% (by GLA). The strategy adopted to further reduce vacancies is

Directors Report
Property Expansion, Upgrading and Refurbishment

Financial and Operating Review

Botswana

The group posted pleasing results for the year, despite market
conditions.

Game City will be expanded by approx. 8,000 sq.m. The new area will
comprise of a food court and restaurants, fashion avenue, exhibition
area, entertainment and kids play area and a 3-level parkade. Major
refurbishment works of the existing shopping centre will include
upgrades to entrances, toilets, ceilings and floors. The works are
planned to commence shortly and be completed in 18 months.
Major works comprising repairs to roof leaks, replacement and
upgrading of sewerage pumps and a new CCTV system, were
completed at Game City.

Turnstar remains the most diversified property company on the BSE,


with property assets valued at over P1.7 bn. The Groups Tanzanian
subsidiary, Mlimani Holdings Limited, generates US Dollar revenue.
Turnstar is a fully integrated internally managed property company,
employing 125 staff.

Group Revenue

Cosmetic work to facelift Commerce Park, Supersave Mall, Fairgrounds


Office Park and Nzano Mall will be undertaken shortly. The residential
properties in Mogoditshane and Tapologo Estate are in the process of
undergoing cyclical maintenance.

Group revenue increased by 16% from the prior year, to P223.1m. The
rental income from the companys Botswana portfolio increased by
10% whilst the rental income from the Tanzanian portfolio increased
by 25%

Tanzania

Approx. 43% of the total rental income is in US Dollars

The Mlimani City retail Mall will be expanded by approx. 10,000 sq. m
with basement parking. Further additions include meeting rooms to the
Conference Centre of approx. 4,000 sq. m and two additional Office
Blocks of approx. 5,000 sq. m. Other ancillary works are a fenced and
developed Botanical garden with walkways, demarcated picnic areas
and admin block with ablutions. The work is planned to commence in
the third quarter of 2014 and take a period of 18 months.

Game City Phase 4

The refurbishment of the existing property will comprise of upgrades


to toilets and common areas, additional parking for the conference
facility and a face lift of the frontage of the retail mall.
Current major works being completed is installation of a new paid
parking system which will be operation by the third quarter of the year.

artist impression - office

Directors Report
Profits
The Groups Operating Profit increased by 26.9% from the
prior year, to P152 m.
The Groups Profit before Tax increased by P164.5% from the
prior year, to P383 m.
The Groups Profit after Tax increased by 137.4% from the prior
year to P312 m.
DISTRIBUTION
The full year distribution per linked unit increased by 6.5% from
the previous year to 17t per linked unit.
The Group distributed P97.3M for the year
Net Asset value per linked unit is up 29.4% from prior year to
P2.32 per linked unit.
Capital Management
USD 5.6 m of loans were repaid during the year, in accordance
with the terms of the loans, from cash reserves.
Interest and loan repayments on the USD loan facility are
made from USD rentals earned from the Groups Tanzanian
properties. Hence, there is no foreign currency exposure on the
loan and interest repayments.
The loan to value ratio (borrowings as a percentage of
investment property) is 19.5%. The interest cover ratio has
increased to 11.1 x.

Directors Report
Consolidated earnings and distribution for the year
Description

January 2014
(Pm)

January 2013 (Pm)

Increase/
(Decrease)

Gross property revenue

223.1

192.3

16.0%

Botswana

128.2

116.4

10.2%

Tanzania

94.9

75.9

25.0%

(120.0)

(112.1)

7.0%

(87.0)

(85.4)

1.9%

(33)

(26.7)

23.6%

103.1

80.2

28.6%

48.9

52.1

(6.1%)

(12.5)

Property operating expenses


Botswana
Tanzania
Net property income
Other income
Once off professional fees towards acquisition

Game City Phase 4


Operation Profit

artist impression - office


152.0

119.8

26.9%

(13.6)

(15.4)

(12.0%)

Fair value adjustments

244.6

40.5

504.2%

Taxation

(70.8)

(13.3)

432.0%

Profit after taxation

312.2

131.5

137.4%

97.3

91.3

6.5%

Net finance costs Botswana

Distribution for the year including appropriation

10

Directors Report
Consolidated Balance sheet (extracts)
Description

January 2013 (Pm)

Increase/(Decrease)

1,721.5

1,404.2

22.6%

Botswana

981.7

781.5

25.6%

Tanzania1

739.9

622.7

18.8%

Other non-current assets2

90.2

76.3

18.1%

Current assets

93.3

100.3

(7.0%)

(336.1)

(341.7)

(1.6%)

(100.0)

Barclays Pula loan facility

(100.0)

Barclays US dollar loan facility

(236.1)

(241.7)

(2.3%)

Other non-current liabilities

(215.1)

(128.8)

67.1%

(28.6)

(27.7)

3.1%

1,325.1

1,082.6

22.4%

19.5%

24.3%

(4.8%)

11.1x

7.5x

572.2

572.2

Property portfolio

Borrowings3
FNB Pula loan facility

Current liabilities
Linked unit holders interest (net asset value)
Loan to value (borrowings as a % of property value)
Interest cover ratio

Shares in issue at year end

January 2014 (Pm)

Sound balance sheet:


- Net asset value up 22.4% from prior year
- Loan to value ratio reduced to conservative level of 19.5%
- Interest cover ratio increased to 11.1x

1
2
3
4

Exchange rate used for conversion of foreign items is P1 = U$0.11 (FY13: P1 = U$0.14)
Comprises PPE, goodwill, deferred tax, operating lease asset
Borrowings are held at amortised cost
Net distributable income after expenses divided by finance costs

11

Corporate Governance
Turnstar strives to maintain a high standard of Corporate Governance
and is committed to the principles of transparency, accountability and
integrity. The Board of Directors continually endeavour to ensure
that the company policies on corporate governance meet best
practice. The Board has adopted charters for itself, in respect of the
Audit Committee and Asset Management Committee by adopting
the Botswana Stock Exchange Code of Best Practice on corporate
governance. The controls encompass responsibilities in compliance
with principles of good governance, accountability, arms length dealings
and the applicable law.
BOARD OF DIRECTORS
The Board of Directors during the year under review comprised
of nine Directors, who are independent, non executive Directors,
with the exception of the Managing Director. The Chairman of the
Board is a non- executive Director. The Board of Directors together
bring a wealth of expertise and experience from their varied fields
of operation and ensure that debates on matters of strategy, policy,
business development and performance are robust, informed and
constructive. The Board meets at least four times a year and is
responsible for, inter alia, reviewing and guiding corporate strategy,
acquisitions and performance. All non- executive Directors are subject
to retirement by rotation and re-election by shareholders periodically,
in accordance with the constitution of the company.

Game City Phase 4

The number of Board Meetings held and the gross fees paid to the
executive Directors are as follows:
Board Meetings


C M Lekaukau
P Pillar
N W Armstrong
I Nshakazhogwe
M Nteta
P Bezuidenhout
M Adelman
G H Abdoola

12


Fees
178 000
164 000
152 000
128 000
164 000
126 000
138 000
50 000

1 100 000


Meetings Attended
9
9
8
6
9
7
8
3

The former Managing Director Mr. Jacob Motlhabane left the company
on the 31st May 2013.
Mr Gulaam Abdoola was appointed as the Managing Director on the
1st June 2013.
Mr Pierre Bezuidenhout and Mrs Michelle Adelman joined the Board
of Directors in April 2013.
Mr. N W Armstrong resigned from the Board on the 16th April 2014,
subsequent to the period under review.
BOARD COMMITTEES
Audit Committee
The Board has established an Audit Committee, which comprises of 2
non-executive Directors. The committee meets independently at least
twice a year.The external auditors, representatives of Management and
the Managing Director attend by invitation. The Committee is tasked
with planning the statutory annual audit and the mid - year review,
at which detailed risk assessments are performed. The Committee
reviews the Annual Financial Statements and makes recommendations
to the Board of Directors prior to their publication. The Committee
also receives a direct report from the external auditors on the results
and findings of the audit process.

artist impression - office


Attendance by the audit committee members at meetings held during
this financial year is summarised below

P Pillar
N W Armstrong
G H Abdoola
P Bezuidenhout

Fees
23 000
33 000
16 000
8 000

80 000

Meetings Attended
2
3
1
2

Corporate Governance
The main responsibilities of this committee are to provide the Board
with the following:
additional assurance regarding the accuracy and reliability of the
Annual Financial statements,
satisfaction that appropriate financial and operating controls are in
place,
assurance that significant operating and financial risks have been
identified, evaluated and mitigated,
confirmation of compliance by the company with legal and
regulatory requirements, and
a review of the independence and performance of the companys
external auditors.
Considering the size and current structure of the company, a
dedicated internal audit function is not required at this stage.This need
is reviewed by the committee on a regular basis.
Human Resources Committee
The Human Resources Committee is responsible for reviewing the
remuneration policies of the company for approval by the Board and
is constituted of three non-executive Directors. The committee is
responsible for ensuring that the companys executives, management
and staff are rewarded equitably based on their contribution to the
company.

Fees
Meetings Attended
N W Armstrong
16 000
2
I Nshakazhogwe
80 000
7
M Nteta
48 000
6
M Alderman
32 000
4
G H Abdoola
16 000
2

192 000


C M Lekaukau
N W Armstrong
P Bezuidenhout
M Adelman

Fees
8 000
8 000
8 000
10 000
34 000

Meetings Attended
1
1
1
1

Directors Dealings
The company operates a policy of prohibiting dealings by Directors in
periods immediately preceding the announcements of its interim and
year end financial results, distribution notices and any period when
the company is trading under a cautionary announcement.
Company Secretary and Professional Advice
The Company Secretary acts as the secretary of the Board and
attends all meetings for the year. All Directors have unlimited access to
the services of the Company Secretary, who ensures compliance with
applicable procedures and legislation.
All Directors are entitled to seek independent professional advice
concerning the affairs of the company, at the companys expense.

Asset Management Committee


The Asset Management Committee reviews the potential acquisitions,
expansion, developments or disposals brought before it by
management, and makes recommendation to the Board.
The committee comprises of three non-executive Directors. The
Managing Director and senior management attend by invitation.
This committee meets as and when required

13

Turnstar Property Portfolio

Gaborone International Commerce Park

Turnstar House

Salient information

Salient information

Game City Phase 4


Location

GLA (m2)

Lease/free hold
Independent valuers valuation

Plot 63, Commerce Park,


Gaborone
2,600

Leasehold
P11,400,000

artist impression - office


Location

GLA (m2)

Lease/free hold
Independent valuers valuation

Plot 1131-7 Main Mall,


Gaborone
3,117

Leasehold
P31,700,000

Cap rate

10%

Cap rate

9.5%

Tenancy

Multi-tenanted

Tenancy

Multi-tenanted

Occupancy
Major tenants

14

84.8%
P1 Various

Occupancy
Major tenants

87.6%
Nandos, Orange, Turnstar

Turnstar Property Portfolio

Tapologo Estate

Citroen/Hyundai Warehouse
Salient information

Location
GLA (m2)
Lease/free hold
Independent valuers valuation

Salient information

Plot 13093,16397/8,
Tapologo Estate, Gaborone
4,472
Leasehold
P29,500,000

Location
GLA (m2)
Lease/free hold
Independent valuers valuation

lot 1444, Citroen/Hyundai


Showroom, Gabarone
1,802
Leasehold
P8,500,000

Cap rate

8%

Cap rate

9%

Tenancy

Multi-tenanted

Tenancy

Single-tenanted

Occupancy
Major tenants

100%
Various

Occupancy
Major tenants

100%
Hyundai Automotive Botswanad

15

Turnstar Property Portfolio

Fairgrounds Office Park

Game City Shopping Complex

Salient information
Location

Salient information

Plot 66458, Fairgrounds


Office Park, Gaborone

Game City Phase 4


GLA (m2)

Lease/free hold
Independent valuers valuation

9,375

Leasehold
P136,000,000

Location

Lease area 975-KO,


Game City, Gaborone

artist impression - office


GLA (m2)

Lease/free hold
Independent valuers valuation

51,116

Leasehold
P680,000,000

Cap rate

9%

Cap rate

8.25%

Tenancy

Multi-tenanted

Tenancy

Multi-tenanted

Occupancy
Major tenants

16

96.4%
Botswana Life, Momentum
Health, Botswana Insurance
Fund Manager, Botswana
Tourism Organisatio

Occupancy
Major tenants

99.9%
Game, Choppies, New Capitol Cinemas, Woolworths,
Edgars, Shoprite, Mr Price

Turnstar Property Portfolio

Mogoditshane Townhouses

Supa Save Mall

Salient information
Location
GLA (m2)
Lease/free hold
Independent valuers valuation

Salient information

Tribal lot 1023, Residential


Complex, Mogoditshane
2,880
Leasehold
P11,700,000

Location
GLA (m2)
Lease/free hold
Independent valuers valuation

Tribal lot 6670, Supa Save


Mall, Mogoditshane
3,402
Leasehold
P23,800,000s

Cap rate

5%

Cap rate

12%

Tenancy

Multi-tenanted

Tenancy

Multi-tenanted

Occupancy
Major tenants

93.3%
Various

Occupancy
Major tenants

100%
Choppies

17

Turnstar Property Portfolio

Nzano Shopping Centre

Mlimani City Conference Centre

Salient information

Salient information

Game City Phase 4


Location

GLA (m2)

Lease/free hold
Independent valuers valuation

Plot 904, Nzano Complex,


Francistown
13,076

Leasehold
P93,300,000

Cap rate

9.5%

Tenancy

Multi-tenanted

Occupancy
Major tenants

18

100%
Game, Spar, Mr Price

artist impression - office


Location

GLA (m2)

Lease/free hold
Independent valuers valuation

Sam Nujoma Road, Dar es


Salaam, Tanzania

4,403

Leasehold
US$ 3,500,000

Rent multiple

13

Tenancy

n/a

Occupancy

n/a

Major tenants

Various event

Turnstar Property Portfolio

Mlimani City Retail Shopping Centre

Mlimani City Office Park

Salient information
Location
GLA (m2)
Lease/free hold
Independent valuers valuation

Salient information

Sam Nujoma Road, Da es


Salaam, Tanzania
18,607
Leasehold
US$ 41,400,000

Location
GLA (m2)
Lease/free hold
Independent valuers valuation

Sam Nujoma Road, Dar es


Salaam, Tanzania
11,308
Leasehold
US$ 29,600,000

Cap rate

8.25%

Cap rate

9%

Tenancy

Multi-tenanted

Tenancy

Multi-tenanted

Occupancy
Major tenants

99.5%
Shoprite, Game, Mr Price,
Century Cinemax

Occupancy
Major tenants

100%
Vodacom Tanzania Head office Tanzania Investment Bank
Head office

19

Turnstar Property Portfolio

Mlimani City Residential Estate

Mlimani City undeveloped land

Salient information

Salient information

Game City Phase 4


Location

GLA (m2)

Lease/free hold
Independent valuers valuation

Sam Nujoma Road, Dar es


Salaam,Tanzania
7,451

Leasehold
US$ 4,800,000

artist impression - office


Location

GLA (m2)

Lease/free hold
Independent valuers valuation

Sam Nujoma Road, Dar es


Salaam, Tanzania

75,969

Leasehold
US$ 4,000,000

Cap rate

10.5%

Cap rate

n/a

Tenancy

Multi-tenanted

Tenancy

n/a

Occupancy

n/a

Occupancy
Major tenants

20

100%
Various

Major tenants

Earmarked for development


of offices, a value shopping
centre and 3-star hotel

Valuation Report
Executive summary
Scope of Work
To value on the basis of Market Value interest in the Property Portfolio as
at Valuation Date in accordance with your instruction.

Verification
We recommend that before any financial transaction is entered into based
upon this valuation, you obtain verification of the information contained
within our report and the validity of the assumptions we have adopted

Purpose of Valuation
Accounting Purposes

Publication
Neither the whole nor any part of our report nor any references thereto
may be included in any published document, circular or statement nor
published in any way without our prior written approval

Inspection Date
January 2014
Property Description
Valuation of Turnstar Holdings Property Portfolio
Valuation date
31 January 2014
Addressee:
Turnstar Holdings
1131-1137 Queens Road
Main Mall
Gaborone
Relevance
This report is only for the use by the addressee and no responsibility is
accepted from third parties for any part or the entire report.
Standards
The valuation report has been prepared in accordance with the
International Valuation Standards and Royal Institution Chartered
Surveyors Valuation Standards (Sixth edition), unless there are any
departures which will annexed to this report.
Market value (Aggregate)
P1,025,900,000 (One billion and twenty five million nine hundred
thousand pula)
Assumptions
we have assumed town and regional planning issues, state of repair and
condition of the property, soil + environment issues, tenure as per the
Deeds Registry office or as provided in the furnished title deed. Any
variation to the above might render the values in this report to be
incorrect, hence a reappraisal should be considered

Report Date
14 April 2014
Valuer
Yours faithfully

Benedict Kgosilentswe Bsc (Hons) MRICS MREIB


For and on behalf of
Riberry (Pty) Ltd
Cell: 73302777
Tel: 3188830
Fax: 3188831
Email: ben@riberry.co.bw
Email: valuations@riberry.co.bw
www.riberry.co.bw
The valuer has sufficient local/national property market knowledge, skills
and understanding to undertake valuation competently
Qualifications and credentials of the valuer
Professional Member of the Royal Institution of Chartered Surveyors
Professional Member of the Real Estate Institute of Botswana
Bsc (Hons) Estate management

21

Valuation Report
Turnstar Holdings 31st January 2014
Property Lot No

Location

Name

Open Market
Value (P)

Lease Areas 975KO and 976-KO

Gaborone

Game City Shopping


Complex

Lots 1131-1137

Gaborone

Turn Star House

31 700 000

Lot 14444

Gaborone

Citroen Hyundai
Showroom

8 500 000

Portion 63 Ptn 35,


(Ptn of Ptn 3)

Farm Forest
Hill No. 9-Ko

Gaborone international
commerce park

Lot 66458
(Portion of
Portion 50676)

Gaborone

Fairgrounds Office
Park

Lots 13093,
16397 and 16398

Gaborone

Tapologo estate

Tribal Lot 1203

Mogoditshane

Tribal Lot 6670

Mogoditshane

Supa Save Mall

23 800 000

Lot 904

Francistown

Nzano Shopping
Centre

93 300 000

680 000 000

11 400 000
136 000 000

29 500 000
11 700 000

Total

1,025,900 000

Game City Phase 4


GLOSSARY OF STANDARD TERMS USED

This table defines various standard terms used in valuation reports.


Where a term is used as defined it will be identified in the text with an
italic font
Appraisal
See valuation
Assets
Real and personal property
Assumption
A supposition taken to be true. It involves facts, conditions or situations
affecting the subject of, or approach to, a valuation that, by agreement, need
not be verified by the member as part of the valuation process. Typically,
assumptions are made where specific investigation by the valuer is not
required in order to prove that something is true

22

Basis of value
A statement of fundamental measurement principles of a valuation on
specified date.
Date of report
The date on which the valuer signs the report
Date of valuation
The date agreed with the client as being the date on which the value is
assessed. This date may be before, or the same as, the date of report but it
cannot be after that date.
Departure
Special circumstances where the member considers that it is inappropriate,
or impractical, for the valuation to be made wholly in accord with a practice
statement in these standards.
Depreciated Replacement Cost
The current cost of replacing an asset with its modern equivalent assets less
deductions for physical deterioration And all relevant forms of obsolescence
and optimisation.
Directors
The individual(s) responsible for the management of a company, firm or
entity. This also includes, where the context so admits, the corresponding
officers, charged with similar duties (for example trustees) of an undertaking,
enterprise or other organisation, which does not have directors

artist impression - office

External Valuer
A valuer who, together with any associates, has no material links with the
client, an agent acting on behalf of the client, or the subject of the assignment..
Inspection
A visit to a property to examine it and obtain relevant information, in order
to express a professional opinion of its value. Unless otherwise agreed with
the client the term assumes that the member will inspect the property both
internally and externally, wherever access is possible. (see also survey).
Investment Value or Worth
The value of a property to a particular investor, or a class of investors, for
identified investment objectives. This subjective concept relates specific
property to a specific investor, group of investors, or entity with identifiable
investment or operational objectives and/or criteria.

Valuation Report
Market Rent (MR)
The estimated amount for which a property, or space within a property,
should lease on the date of valuation between a willing lessor and a willing
lessee on appropriate lease terms, in an arms length transaction, after
proper marketing wherein the parties had each acted knowledgeably,
prudently and without compulsion.
Market Value( MV)
The estimated amount for which a property should exchange on the date
of valuation between a willing seller in an arms-length transaction after
proper marketing wherein the parties had each acted knowledgeably,
prudently and without compulsion.
Member
A Fellow, Professional Member, Technical Member or Honorary Member
of the Royal Institution of Chartered Surveyors (RICS)
Method of valuation
A procedure or technique used to arrive at the value described by a basis
of value.
Open Market Value (OMV)
Its application provides the same result as Market Value.

facts that differ materially from those that exist at the date of valuation;
or + is one that a prospective purchaser (excluding a purchaser with a
special interest) could not reasonably be expected to make at the date of
valuation, having regard to prevailing market circumstances.
Special Property
Property that is rarely if ever sold in the market, except by way of a sale
of the business or entity of which it is part, due to uniqueness arising
from its specialised nature and design, its configuration, size, location, or
otherwise. Examples include refineries, power stations, docks, specialised
manufacturing facilities, public facilities, churches, museums.
Special Value
An amount above the Market Value that reflects particular attributes of an
asset that are only of value to a special purchaser.
Survey
An inspection of a property or land for the purpose of recording specific
information. Surveys may be required for a variety of purposes, such as to
assess structural condition, dimensions, soil condition, quality, etc.

Portfolio
A collection or aggregation of properties held by a single entity.

Synergistic Value
An additional element of value created by the combination of two or
more interests where the value of the combined interest is worth more
than the sum of the original interests. (May also be known as marriage
value).

Practice Statement (PS)


A statement of the highest professional standards that apply mandatorily
to members when providing written valuations of property in all statues, for
all purposes to which these standards apply.

Terms of Engagement
Written confirmation of the conditions that the member either proposes,
or that the member and client have agreed shall apply to the undertaking
and reporting of the valuations, appraisal or opinion of worth.

Property
All rights and interest in land (with and without buildings), plant & equipment
and wasting assets unless the context clearly implies a more restrictive
definition. The term applies also to other assets held as trading stock or
work in progress, when the valuation is for the purposes of inclusion of
a figure(s) in a financial statement. Property will include properties in the
appropriate context.

Third party
Any party, other than the client, who may have an interest in the valuation
or its outcome.

Report
The written means of providing the client with the valuation, appraisal, or
assessment of worth.
Special Assumption
An assumption that either: + requires the valuation to be based on

Trade Related Property


Property with trading potential, such as hotels, fuel stations, restaurants, or
the likes, the Market Value of which may include assets other than land
and buildings alone. These properties are commonly sold in the market
as operating assets and with regard to their trading potential. Also called
property with trading potential.
Valuation
A members opinion of the value of a specified interest or interests in
a property, at the date of valuation, given in writing. Unless limitations are

23

Valuation Report
agreed in the terms of engagement this will be provided after an inspection,
and any further investigations and enquires that are appropriate, having
regards to the nature of the property and the purposes of the valuation.
Worth
See investment value.
Written/in writing
Written verification including material transmitted by electronic means
SCOPE OF WORK
Sources of information
The valuation certificate report has been prepared in accordance With
the International Valuation Standards and Royal Institution Chartered
Surveyors Valuation Standards (sixth edition) unless there are any
departures which will be annexed to this report. Also the terms of
engagement, information supplied to us by yourselves, an inspection of
property and a research carried out in respect of tenure and current
market conditions.
Terms of engagement
The terms of engagement are as specified in the executive summary
under scope of work as follows;To value on the basis of Market Value the
interest in The Property as at Valuation Date.
Inspection
We undertook a visit to the properties to examine and then obtain
relevant information. We inspected the properties visually both internally
and externally. All measurements and areas that maybe quoted in our
report are approximate. We did not undertake a building, structural, soil
or any other specialist survey of the property. Standard fixtures and other
normal service installations including air-conditioning have been treated as
an integral part of the building, hence included in our valuation.

Game City Phase 4


Inspection date
January 2014

Repair and Condition


At the time of our survey the properties were in a satisfactory state of
repair and condition
Tiles and tenure
Details of tile/tenure under which the property is held have been obtained
either from Deeds Registry Office or from the client.We should emphasis,
however, that the interpretation of the documents of title (including

24

relevant title deeds, leases, restrictive covenants and planning consents) is


the responsibility of your legal advisor.
We have not measured the site but relied on the Surveyed diagram
details as obtained from the Deeds Registry
Environmental Matters
We have not undertaken, nor are we aware of the content of, any
environmental audit or other environmental investigation or soil survey
which may have been carried out on the property and which may draw
attention to any contamination or the possibility of any such contamination.
We have not carried out any investigation into past or present uses of
the property nor of any neighbouring land to establish whether there is
any potential for contamination from these uses or sites adjacent to the
Subject property and have therefore assumed that none exists.

We have not factored in any environmental issues, that are either an
inherent feature of the property itself, or the surrounding area, which
could impact on the value of the property interest. i.e environmental
legislation, soil conditions, historic mining, archaeological sites, electricity
transmission equipment etc.
Town Planning
We have not undertaken planning enquiries but relied on the information
obtained from the Title Deed and/or lease and/or certificate. And we
assumed that; The property possesses a good and marketable title free
from any onerous or hampering restrictions or conditions; all buildings
have been erected either prior to planning control or in accordance
with planning permissions and have the benefit of permanent planning
consents or existing use rights for their current use; the property is not
adversely effected by town planning or road proposals; all buildings comply
with all statutory and local authority requirements including building, fire
and health and safety regulations.

artist impression - office


STANDARD VALUATION ASSUMPTIONS
Market value
Market value is defined as: The estimated amount for which a property
should exchange on the date of valuation between a willing buyer and a
willing seller in arms-length transaction after proper marketing wherein
the parties had each acted knowledgeably, prudently and without
compulsion.

Market value is understood as the value of a property estimated without
regard to costs of sale or purchase, and without offset for any associated
taxes.

Valuation Report
Definitions of the above market value statements are as below
The estimated amount...
Refers to a price expressed in terms of money (normally in a local
currency) payable for the property in an arms-length market transaction.
MarketValue is measured as the most probable price reasonably obtainable
in the market at the date of valuation in keeping with the Market Value
definition. It is the best price reasonably obtainable by the seller and the
most advantageous price reasonably obtainable by the buyer.This estimate
specifically excludes an estimated price inflated or deflated by special
terms or circumstances such as a typical financing, sale and lease back
arrangements, special considerations or concessions granted by anyone
associated with the sale, or any element of Special Value.
...a property should exchange...
Refers to the fact that the value of a property is an estimated amount,
rather than a predetermined or actual sale price. It is the price at which the
market expects a transaction that meets all other elements of the Market
Value definition should be completed on the date of valuation.
...on the date of valuation...
Requires that the estimated Market Value is time-specific as of a given date.
Because markets and market conditions may change, the estimated value
may be incorrect or inappropriate at another time.The valuation amount
will reflect the actual market state and circumstances as of the effective
valuation, date not as of either a past or future date. The definition also
assumes simultaneous exchange and completion of the contract for sale
without any variation in price that might otherwise be made.
...between a willing buyer...
Refers to one who is motivated, but not compelled to buy. This buyer
is neither over-eager nor determined to buy at any price. This buyer is
also one who purchases in accordance with the realities of the current
market and with current market expectations, rather than on an imaginary
or hypothetical market which cannot be demonstrated or anticipated to
exist The assumed buyer would not pay a higher price than the market
requires. The present property owner is included among those who
constitute the market. A valuer must not make unrealistic assumptions
about market conditions or assume a level of Market Value above that
which is reasonably obtainable.
...a willing seller...
Is neither an over-eager nor a forced seller prepared to sell at any price,
nor one prepared to hold out for a price not considered reasonable in
the current market. The willing seller is motivated to sell the property
at market terms for the best price attainable in the (open) market after

proper marketing, whatever that price may be. The factual circumstances
of the actual property owner are not a part of this consideration because
the willing seller is a hypothetical owner.
...in arms length transaction...
Is one between parties who do not have a particular or special relationship
(for example, parent and subsidiary companies or landlord and tenant)
which may make the price level uncharacteristic of the market or inflated
because of element of Special Value. The Market Value transaction is
presumed to be between unrelated parties each acting independently.
...after proper marketing...
Means that the property would be exposed to the market in the most
appropriate manner to effect its disposal at the best price reasonably
obtainable in accordance with the Market Value definition. The length of
exposure time may vary with market conditions, but must be sufficient to
allow the property to be brought to the attention of an adequate number
of potential purchasers.The exposure period occurs prior to the valuation
date.
...wherein the parties had acted knowledgeably, prudently...
Presumes that both the willing buyer and the willing seller are reasonably
informed about the nature and characteristics of the property , its actual
and potential uses, and the state of the market as of the date of valuation.
Each is further presumed to act for self-interest with that knowledge,
and prudently to seek the best price for their respective positions in the
transaction. Prudence is assessed by referring to the state of the market
at the date of valuation, not with benefit of hindsight at some later date. It
is not necessarily imprudent for a seller to sell property in a market with
falling prices at a price which is lower than previous market levels. In such
cases, as is true for other purchase and sale situations in markets with
changing prices, the prudent buyer or seller will act in accordance with the
best market information available at the time.
...and without compulsion.
Establishes that each party is motivated to undertake the transaction, but
neither is forced or unduly coerced to complete it.
Market Rent
The estimated amount for which a property, or space within a property,
should lease (let) on the date of valuation between a willing lessor and a
willing lessee on appropriate lease terms in arms-length transactions after
proper marketing wherein the parties had acted knowledgeably, prudently
and without compulsion

25

Turnstar Holdings Limited


Consolidated Annual Financial Statements
for the year ended 31 January 2014

The reports and statements set out below comprise the consolidated annual financial
statements presented to the shareholders:

Index

Page

General Information
Directors Responsibility and approval
Independent Auditors Report
Statements of Financial Position
Statement of Profit or Loss and Other Comprehensive Income
Statement of Changes in Equity
Statement of Cash Flows
Accounting Policies
Notes to the Consolidated Annual Financial Statements
Notice of the 2014 AGM
Form of Proxy

27
28
29
30
31
32 - 35
36
37 - 47
48 - 91
92
93

Game City Phase 4

26

artist impression - office

General Information
Country of incorporation and domicile

Botswana

Nature of business and principal activities

Property Investment

Directors

C M Lekaukau (Chairman)
J M Motlhabane (Managing Director resigned on 31 May 2013)
G H Abdoola (Managing Director appointed on 1 June 2013)
N W Armstrong (resigned 16 April 2014)
I Nshakazhogwe
P Pillar
M Aldelman(appointed 2/4/ 2013)
P Bezuidenhout (appointed 2/4/13)
M Nteta
Plot 50370
Fairgrounds
Gaborone
Botswana
4th Floor,Turnstar House
Plot 1131/37, Queens Road
Main Mall
Gaborone
Botswana
P O Box 26012
Game City
Gaborone
Botswana
First National Bank of Botswana Limited
Barclays Bank of Botswana Limited
Exim Bank Tanzania Limited
Barclays Bank Tanzania Limited
Stannic Money Market Fund
African Alliance Botswana
Grant Thornton
Chartered Accountants
A member firm of Grant Thornton International
Leo Business Services (Proprietary) Limited
Grant Thornton Business Services (Proprietary) Limited
2000/5302
Botswana Pula P

Registered office



Business address


Postal address



Bankers



Investment Bankers

Auditors


Secretary
Transfer secretaries
Company registration number
Functional currency

27

Directors Responsibilities and Approval


The directors are required in terms of the companies Act (Cap 42:01) to maintain adequate accounting records and are responsible for the content
and integrity of the consolidated annual financial statements and related financial information included in this report. It is their responsibility to ensure
that the consolidated annual financial statements fairly present the affairs of the group as at the end of the financial year and the results of its operations
and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express
an independent opinion on the financial statements. The external auditors are engaged to express an independent opinion on the consolidated annual
financial statements.
The consolidated annual financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate
accounting policies consistently applied and supported by reasonable and prudent judgments and estimates.
The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the group and place considerable
importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board sets standards for internal
control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a
clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are
monitored throughout the group and all employees are required to maintain the highest ethical standards in ensuring the groups business is conducted
in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the group is on identifying, assessing, managing and
monitoring all known forms of risk across the group. While operating risk cannot be fully eliminated, the group endeavours to minimise it by ensuring that
appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.
The directors are of the opinion, based on the information and explanations given by management that the system of internal control provides reasonable
assurance that the financial records may be relied on for the preparation of the consolidated annual financial statements. However, any system of internal
control can provide only reasonable, and not absolute, assurance against material misstatements or loss.
The directors have reviewed the groups cash flow forecast for the year to end 31 January 2015 and, in the light of this review and the current financial
statements position, they are satisfied that the group has access to adequate resources to continue in operational existence for the foreseeable future.
The external auditors are responsible for independently reviewing and reporting on the groups consolidated annual financial statements.The consolidated
annual financial statements have been examined by the groups external auditors and their report is presented on page 29.
The consolidated annual financial statements set out on pages 30 to 91, which have been prepared on the going concern basis, were approved by the
board on 16 April 2014 and were signed on its behalf by:

Director
Place of signature
Gaborone

28

Director

Independent Auditors Report

Chartered Accountants
Grant Thornton
Acumen Park
Plot 50370 Fairgrounds
P. O. Box 1157
Gaborone Botswana
T: +267 395-2313
F: +267 397-2357
www.gt.co.bw

To the shareholders of Turnstar Holdings Limited


We have audited the accompanying consolidated annual financial statements and annual financial statements of Turnstar Holdings Limited, which comprise
the consolidated and separate statement of financial position as at 31 January 2014, and the consolidated and separate statements of profit or loss and other
comprehensive income, statement of changes in equity and statement of cash flow for the year then ended, and a summary of significant accounting policies
and other explanatory notes, as set out on page 30 to 91.
Directors Responsibility for the Annual Financial Statements
The companys directors are responsible for the preparation and fair representation of these annual financial statements in accordance with International
Financial Reporting Standards, and for such internal control as the directors determine is necessary to enable the preparation of annual financial statements
that are free from material misstatements, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these annual financial statements based on our audit. We conducted our audit in accordance with International
Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the annual financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual financial statements. The procedures
selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the annual financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the annual
financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the annual financial statements.
We believe that the audit evidence we obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the annual financial statements give a true and fair view of, the consolidated and separate financial position of Turnstar Holdings Limited as at
31 January 2014, and its consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance
with International Financial Reporting Standards.
Chartered Accountants
Certified Auditor: Aswin Vaidyanathan (Memb No: 19980110)

16 April 2014
Gaborone

Partners
Raja Ram

Jay Ramesh (Managing)


Dinesh Mallan*
Vijay Kalyanaraman*
Aswin Vaidyanathan*
Madhavan Venkatachary*

Rajesh Narasimhan*
(*Indian)

Member of Grant Thorton International Ltd


Offices in Gaborone & Francistown

29

Statement of Financial Position as at


31 January 2014

Figures in Pula


Note

ASSETS
Non-current assets
Investment property
4
Property, plant and equipment
5
Goodwill
6
Investment in subsidiary
7
Other financial assets
8
Deferred tax
10
Operating lease asset
11


Current Assets
Current tax receivable
28
Operating lease asset
11
Trade and other receivables
12
Cash and cash equivalents
13


Total Assets

Group Company
2014

2013

2014

2013

1721 543 918 1404 194 076 981 653 658 781480 702
4 418 957
4 662 180
1 436 342
1 606 762
55 172 085 49 565 565
-
-
- 198 399 518 198 399 518
-
- 356 922 311 345 742 124
4 131 919
1 668 720
4 131 919
1 668 720
26 449 748 20 436 694 21 089 380 13 438 970
1 811 716 627 1 480 527 235 1 563 633 128 1 342 336 796
2 057 548
2 325 082
606 970
340 700
5 144 173
4 733 819
2 638 963
4 610 328
11 836 387 10 324 840
7 899 643
7 965 026
74 239 026 82 936 100 66 040 234 69 451 972
93 277 134 100 319 841 77 185 810 82 368 026
1 904 993 761 1 580 847 076 1 640 818 938 1 424 704 822

Equity and Liabilities


Equity
Stated capital and linked unit debentures
14
632 497 357 632 497 357 632 497 357 632 497 357
Foreign currency translation reserve
25
55 822 279 34 791 243
-
Retained income and reserves

636 774 675 415 362 401 569 204 958 390 876 308


1 325 094 311 1 082 651 001 1 201 702 315 1 023 373 665
Liabilities
Non-Current Liabilities
Borrowings
15
319 094 691 298 713 642 319 094 691 298 713 642
Deferred tax
10
215 136 473 128 766 066 88 857 671 43 504 781


534 231 164 427 479 708 407 952 362 342 218 423
Current Liabilities
Borrowings
15
17 053 767 42 996 446 17 053 767 42 996 446
Trade and other payables
16
28 166 373 27 308 776 13 662 348 15 705 143
Unclaimed debenture interest and dividend payable

448 146
411 145
448 146
411 145


45 668 286 70 716 367 31 164 261 59 112 734
Total Liabilities
579 899 450 498 196 075 439 116 623 401 331 157
Total Equity and Liabilities

1 904 993 761 1 580 847 076 1 640 818 938 1 424 704 822

30

Statement of Profit Or Loss and Other Comprehensive


Income for the year ended 31 January 2014
Group Company
Figures in Pula
Revenue
Other income

Note
18

2014

2013

48 918 651

52 087 167

48 003 928

51 554 535

15 845 193

6 130 890

Dividend income from subsidiary

- (12 470 310 )

Operating profit


19

152 000 218 119 780 063 105 071 503

Finance Income

20

69 295

21

244 605 155

Finance costs

22

Taxation


23

Profit from continuing operations

428 908

76 195 398

20 448 628

20 637 082

40 481 629 200 121 286

29 265 321

(13 663 959 ) (15 869 309 ) (13 663 959 ) (15 869 309 )
383 010 709 144 821 291 311 977 458 110 228 492
(70 839 319 ) (13 315 104 ) (42 889 692 )

(3 208 398 )

312 171 390 131 506 187 269 087 766 107 020 094

Other comprehensive income:

Exchange differences arising on translation of foreign

21 031 036

operations

Total comprehensive income for the year

- (12 470 310 )

(120 021 705 ) (112 133 268 ) (86 970 583 ) (85 384 028 )

Fair value adjustments


Profit before taxation

2013

223 103 272 192 296 474 128 192 965 116 364 311

Professional fees towards acquisition


Operating expenses

2014

34 791 243


333 202 426 166 297 430 269 087 766 107 020 094

Profit for the year attributable to linked unit holders

Owners of the parent

312 171 390 131 506 187 269 087 766 107 020 094

312 171 390 131 506 187 269 087 766 107 020 094

Earnings per linked unit

Per linked unit information

Basic earnings per linked unit (in Pula)

30

0.546


0.234

0.470

0.191

Diluted earnings per share (in Pula)

30

0.546

0.234

0.470

0.191

31

Statement of Changes in Equity


for the year ended 31 January 2014

Stated capital

Linked unit
debentures

Total Stated
capital and

linked unit

Figures in Pula

debentures

Retained
earnings

Fair value Dividend and Sinking fund Total equity


surplus debenture

reserve and reserves

translation interest reserve


reserve

121 847 049 192 905 290 314 752 339

Group
Opening balance at 01 February 2012

Foreign
currency

16 115 035 310 777 941 25 645 861 1 591 219 668 882 395

Profit for the year

Other comprehensive income

- 34 791 243

- 34 791 243

Total comprehensive income for the year

- 34 791 243 131 506 187

- 166 297 430

Issue of shares and linked unit debentures

227 338 489

- 320 510 001

towards rights issue and business combinations


Share issue costs

93 171 512 320 510 001

- 131 506 187

- 131 506 187

(2 764 983 )

(2 764 983 )

- (2 764 983 )

Fair value surplus transferred (Turnstar Properties)

- (31 503 736 )

31 503 736

Fair value surplus transferred (Mlimani Properties)

(5 055 118 )

5 055 118

Transfer to sinking fund

(1 508 057 )

- 1 508 057

Sinking fund utilised

1 530 531

- (1 530 531 )

Final debenture interest and dividends paid 31 January 2012 -

- (25 645 861 )

- (25 645 861 )

Dividends and debenture interest transferred

- (91 331 271 )

- 91 331 271

to dividends and debenture interest reserve

Interim debenture interest and dividends paid 31 July 2012


Transactions with unit holders recognised
in statement of changes in equity

32

224 573 506

93 171 512 317 745 018

- (44 627 981 )

- (127 867 651 )

36 558 854 21 057 429

- (44 627 981 )


(22 474 ) 247 471 176

Statement of Changes in Equity


for the year ended 31 January 2014

Stated capital

Linked unit
debentures

Total Stated
capital and

linked unit

Figures in Pula

debentures

Balance at 31 January 2013

Foreign

Retained

currency

earnings

Fair value Dividend and Sinking fund Total equity


surplus debenture

reserve and reserves

translation interest reserve


reserve

346 420 555 286 076 802 632 497 357 34 791 243

19 753 571 347 336 795 46 703 290 1 568 745 1 082 651 001

Profit for the year

- 312 171 390

- 312 171 390

Other comprehensive income

- 21 031 036

- 21 031 036

Total comprehensive income for the year

- 21 031 036 312 171 390

- 333 202 426

Fair value surplus transferred (Turnstar Properties)

- (160 376 463 ) 160 376 463

Fair value surplus transferred (Mlimani Properties)

- (15 030 521 )

Balance in sinking fund reserve transferred to

- (1 568 745 )

retained earnings

Final debenture interest and dividends paid 31 January 2013 -

- (46 703 290 )

- (46 703 290 )

Dividends and debenture interest transferred to

- (97 266 113 )

- 97 266 113

dividends and debenture interest reserve


- (44 055 826 )

- (44 055 826 )

1 568 745

Interim debenture interest and dividends paid 31 July 2013

Transactions with unit holders recognised in

- (271 104 352 ) 175 406 984

statement of changes in equity


Balance at 31 January 2014
Note

346 420 555 286 076 802 632 497 357 55 822 279
14

14

14

15 030 521

6 506 997 (1 568 745 ) (90 759 116 )

60 820 609 522 743 779 53 210 287

- 1 325 094 311

25

33

Statement of Changes in Equity


for the year ended 31 January 2014

Stated capital

Linked unit
debentures

Total Stated
capital and

linked unit

Figures in Pula

debentures

Company

Foreign

Retained

currency

earnings

Fair value Dividend and Sinking fund Total equity


surplus debenture

reserve and reserves

translation interest reserve


reserve


Balance at 01 February 2012

121 847 049 192 905 290 314 752 339

- 16 115 035 310 777 941 25 645 861 1 591 219 668 882 395

Profit for the year

- 107 020 094

- 107 020 094

Total comprehensive income for the year

- 107 020 094

- 107 020 094

- 320 510 001

Issue of shares and linked unit

227 338 489 93 171 512 320 510 001

debentures towards rights issue and


business combinations

- (2 764 983 )

- (31 503 736) 31 503 736

and dividend paid for 31 January 2012

Transfer to sinking fund

- (1 508 057 )

- 1 508 057

Sinking fund utilised

- 1 530 531

- (1 530 531)

Dividends and debenture interest transferred to

- (91 331 271 )

- 91 331 271

dividends and debenture interest reserve

- (44 627 981 )

Share issue costs

(2 764 983 )

Fair value surplus transferred

(2 764 983 )
-

Final debenture interest


-

- (25 645 861)

- (25 645 861 )

Interim debenture interest and


dividends paid 31 July 2012

- (44 627 981 )

Transactions with unit holders recognised


in statement of changes in equity

224 573 506 93 171 512 317 745 018


34

- (15 792 439 ) 31 503 736 21 057 429 (22 474 ) 354 491270

Statement of Changes in Equity


for the year ended 31 January 2014

Stated capital Linked unit Total Stated

debentures

capital and

linked unit

Figures in Pula

debentures

Balance at 31 January 2013

346 420 555 286 076 802 632 497 357

Foreign

Retained

currency

earnings

Fair value Dividend and Sinking fund


surplus debenture

reserve

Total equity
and reserves

translation interest reserve


reserve

322 596 342 281 677 46 703 290

1 568 745 1 023 373 665

Profit for the year

- 269 087 766

- 269 087 766

Total comprehensive income for the year

- 269 087 766

- 269 087 766

Fair value surplus transferred

- (160 376 463 ) 160 376 463

dividends paid 31 January 2013

Balance in sinking fund reserve

- 1 568 745

- (1 568 745)

transferred to retained earnings

Dividends and debenture interest transferred to

- (97 266 113 )

- 97 266 113

dividends and debenture interest reserve

Interim debenture interest and dividends

- (44 055 826)

- (44 055 826 )

paid 31 July 2013

Transactions with unit holders recognised in

- 13 013 935 160 376 463 6 506 997 (1 568 745) 178 328 650

Final debenture interest and


-

- (46 703 290)

- (46 703 290)


-

statement of changes in equity


Balance at 31 January 2014
Note

346 420 555 286 076 802 632 497 357


14

14

14

- 13 336 531 502 658 140 53 210 287


25

- 1 201 702 315






Sinking fund reserve is created by appropriating part of the operating profits of the properties.The fund is utilised towards major expenses of these properties. Fair Value
Reserve is the accumulated gain or loss arising from the movement in fair value of investment property net of tax. During the year the board of directors decided to not
have a seperate appropriation in reserve towards sinking fund since the company does repairs on a regular basis and any major improvements are always funded.The the
appropriation of sinking fund during the year was transferred back to retained income.

35

Statement of Cash Flows for


the year ended 31 January 2014
Group Company


Figures in Pula

Note

Cash flows from operating activities


Cash generated from operations
Finance income
Tax paid

2014

2013

2014

2013

27

28

138 291 355 123 476 972


69 295
428 908
(2 174 253 )
(973 448 )

74 132 705
20 448 628
(266 270 )

66 741 128
20 637 082
1 010 934

Net cash from operating activities

136 186 397 122 932 432

94 315 063

88 389 144

Cash flows from investing activities


Purchase of plant and equipment
5
(686 621 )
(549 911 )
Additions to investment properties
4
(51 670 ) (3 070 587 )
Business combinations
33
- (510 460 110 )
Movement in investment in subsidiary

-
-
Movement in other financial assets net of foreign exchange gains
Acquisition costs in relation to business combination
Dividend received from subsidiary

(202 680 )
(218 066 )
(51 670 ) (3 070 587 )
-
- (198 399 518 )

-
-
- (12 470 310 )
-
-

30 827 536 (297 464 167 )


- (12 470 310 )
15 845 193
6 130 890

Net cash from investing activities

(738 291 ) (526 550 918 )

46 418 379 (505 491 758 )


14



29


-

-
(39 629 309 )
(90 759 118 )
(13 663 959 )

Net cash from financing activities

(144 052 386 )

Cash flows from financing activities


Proceeds on shares and linked units debentures
(net of related issue costs)
Proceeds from borrowings (net of foreign exchange loss)
Repayment of borrowings
Debenture interest and dividends paid
Finance costs

Total cash and cash equivalents movement


Cash and cash equivalents at the beginning

Effect of exchange rate movement on cash balances

Total cash and cash equivalents
13

36


317 745 018
-

211 975 049
-
(186 827 143 ) (39 629 309 )
(70 273 850 ) (90 759 118 )
(15 869 309 ) (13 663 959 )

317 745 018


211 975 049
(186 827 143 )
(70 273 850 )
(15 869 309)

256 749 76 5 (144 052 386 ) 256 749 765

(8 604 280 ) (146 868 721 )


82 936 100 229 202 226
(92 794 )
602 595
74 239 026 82 936 100

(3 318 944 ) (160 352 849 )


69 451 972 229 202 226
(92 794 )
602 595
66 040 234 69 451 972

Accounting Policies
1. Presentation of Consolidated Annual Financial Statements

The consolidated annual financial statements have been prepared on a going concern basis, in accordance with International Financial Reporting
Standards. The consolidated annual financial statements have been prepared on the historical cost basis, except for the measurement of investment
properties and certain financial instruments at fair value, and incorporate the principal accounting policies set out below. They are presented in the
groups functional currency, Botswana Pula.
These accounting policies are consistent with the previous period, except for the changes set out in note 2 Changes in accounting policy

1.1 Nature of operations


The principal activities of the company and its subsidiaries include property investment spread across retail, commercial, residential and industrial
sectors.The company is a Variable Loans Stock company listed on the Botswana Stock Exchange.
1.2 Consolidation

Basis of consolidation
The Group financial statements consolidate those of the parent company and all of its subsidiaries as of 31 January 2014. The parent controls a
subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through
its power over the subsidiary. All subsidiaries have a reporting date of 31 January.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between
Group companies.Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment
from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency
with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiarys profit or loss and net assets that is not held by the Group.
The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based
on their respective ownership interests.

Business combinations
The group accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the
aggregate of the fair values of assets taken over, liabilities incurred or assumed and equity instruments issued. Costs directly attributable to the business
combination are expensed as incurred, except the costs to issue debt which are amortised as part of the effective interest and costs to issue equity
which are included in equity.
Contingent consideration is included in the cost of the combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or
equity which arise as a result of the contingent consideration are not adjusted against goodwill, unless they are valid measurement period adjustments.
The acquirees identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of IFRS 3 Business combinations are
recognised at their fair values at acquisition date, except for non-current assets (or disposal group) that are classified as held-for-sale in accordance with
IFRS 5 Non-current assets held-for-sale and discontinued operations, which are recognised at fair value less costs to sell.

37

Accounting Policies
Contingent liabilities are only included in the identifiable assets and liabilities of the acquiree where there is a present obligation at acquisition date.
On acquisition, the group assesses the classification of the acquirees assets and liabilities and reclassifies them where the classification is inappropriate
for group purposes.This excludes lease agreements and insurance contracts, whose classification remains as per their inception date.
Non-controlling interest arising from a business combination is measured either at their share of the fair value of the assets and liabilities of the acquiree
or at fair value.The treatment is not an accounting policy choice but is selected for each individual business combination, and disclosed in the note for
business combinations.
In cases where the group held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as at
acquisition date.The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an availablefor-sale financial asset, the cumulative fair value adjustments recognised previously to other comprehensive income and accumulated in equity are
recognised in profit or loss as a reclassification adjustment.
Goodwill is determined as the consideration paid, plus the fair value of any shareholding held prior to obtaining control, plus non-controlling interest
and less the fair value of the identifiable assets and liabilities of the acquiree.
Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently
reversed.
Goodwill arising on acquisition of foreign entities is considered an asset of the foreign entity. In such cases the goodwill is translated to the functional
currency of the group at the end of each reporting period with the adjustment recognised in equity through to other comprehensive income.


1.3 Significant judgements and sources of estimation uncertainty

In preparing the consolidated annual financial statements, management is required to make estimates and assumptions that affect the amounts
represented in the consolidated annual financial statements and related disclosures. Use of available information and the application of judgement is
inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the consolidated annual
financial statements. Significant judgements include:

Trade and other receivables


The group assesses its Trade and other receivables for impairment at the end of each reporting period. In determining whether an impairment loss
should be recorded in profit or loss, the group makes judgements as to whether there is observable data indicating a measurable decrease in the
estimated future cash flows from a financial asset.
The impairment for Trade and other receivables is calculated on a portfolio basis, based on historical loss ratios, adjusted for national and industryspecific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio.

Fair value estimation


The carrying value less impairment provision of trade and other receivables and payables are assumed to approximate their fair values.The fair value
of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is
available to the company for similar financial instruments.
The fair value of investment property is determined using discounted cash flow valuation and capitalisation approach (mainly on residential properties),
using assumptions that are based on market conditions existing at the balance sheet date.The propertys current retail rental rates are considered to
be market related and it is assumed that the existing tenants will renew their leases on termination of the existing period. Key valuation parameters
such as capitalisation rate, growth in market rental and discount rate are used to arrive at the fair value.

38

Accounting Policies
Impairment Testing
The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair
values less costs to sell.These calculations require the use of estimates and assumptions. It is reasonably possible that the assumption by management
may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill and the assets.
The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be
recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows
are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared
of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and the assets are
inherently uncertain and could materially change over time.They are significantly affected by a number of factors including production estimates, supply
demand, together with economic factors such as exchange rates, inflation and interest rates.
Provisions
Provisions were raised and management determined an estimate based on the information available.

Expected manner of realisation for deferred tax


Deferred tax is provided for on the fair value adjustments of investment properties based on the expected manner of recovery, i.e. sale or use. This
manner of recovery affects the rate used to determine the deferred tax liability. Refer note 10 Deferred tax.

Taxation
Judgement is 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 audit
issues 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 period 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 income 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.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.

Contingent liabilities
Management applies its judgement to facts and advice it receives from its attorneys, advocates and other advisors in assessing if an obligation is probable,
more likely than not, or remote.This judgement application is used to determine if the obligation is recognised as a liability or disclosed as a contingent
liability.

Useful life and residual value of property, plant and equipment


The estimates of useful lives as translated into depreciation rates are detailed in property, plant and equipment policy on the annual financial statements.
These rates and residual lives of the assets are reviewed annually taking cognisance of the forecasted commercial and economic realities and through
benchmarking of accounting treatments in the industry.

1.4 Investment property


Investment property is recognised as an asset when, and only when, it is probable that the future economic benefits that are associated with the
investment property will flow to the enterprise, and the cost of the investment property can be measured reliably.

39

Accounting Policies
Investment property is initially recognised at cost.Transaction costs are included in the initial measurement.
Costs include costs incurred initially and costs incurred subsequently to add to, or to replace a part of, or service a property. If a replacement part
is recognised in the carrying amount of the investment property, the carrying amount of the replaced part is derecognised.
Investment property is a property held to earn rentals and/or for capital appreciation, and are accounted for using the fair value model.
Investment property is valued annually and are included in the statement of financial position at their open market values.These values are supported
by market evidence and are determined by external professional valuers with sufficient experience with respect to both the location and the nature
of the investment property.
Any gain or loss resulting from either a change in the fair value or the sale of investment property is immediately recognised in profit or loss within
change in the fair value of the investment property
Rental income and expenses from investment property are reported within revenue and operating expenses respectively, and are recognised in the
statement of comprehensive income.

Fair value
Subsequent to initial measurement investment property is measured at fair value.
A gain or loss arising from a change in fair value is included in net profit or loss for the period in which it arises.

1.5 Property, plant and equipment


The cost of an item of property, plant and equipment is recognised as an asset when:
It is probable that future economic benefits associated with the item will flow to the company; and
The cost of the item can be measured reliably.
Property, plant and equipment is initially measured at cost.
Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to,
replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying
amount of the replaced part is derecognised.
Property, plant and equipment are depreciated on the straight line basis over their expected useful lives to their estimated residual value. Property, plant
and equipment is carried at cost less accumulated depreciation and any impairment losses.
The useful lives of items of property, plant and equipment have been assessed as follows:
Item

Average useful life

Plant and machinery


Furniture and fixtures
Motor vehicles
Office equipment
IT equipment

8 years
8 - 10 years
4 years
8-10 years
3 - 4 years

40

Accounting Policies
The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting period. If the expectations differ from
previous estimates, the change is accounted for as a change in accounting estimate.
The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset.
The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised.
The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal
proceeds, if any, and the carrying amount of the item.
1.6 Goodwil
Goodwill is initially measured at cost, being the excess of the cost of the business combination over companys interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities.
Subsequently goodwill, acquired in a business combination is carried at cost less any accumulated impairment.
Goodwill is assessed at each statements of financial position date for impairment.
The excess of the companys interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of the business
combination is immediately recognised in the statements of comprehensive income.
The excess of the companys interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of the business
combination is immediately recognised in the statements of comprehensive income.
Internally generated goodwill is not recognised as an asset.
1.7 Investment in subsidiary

Company consolidated annual financial statements


In the companys separate consolidated annual financial statements, investment in subsidiary are carried at cost less any accumulated impairment.
The cost of an investment in a subsidiary is the aggregate of:

the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the company; plus
any costs directly attributable to the purchase of the subsidiary.

1.8 Financial instruments


Classification
The group classifies financial assets and financial liabilities into the following categories:
Held-to-maturity investment
Loans and receivables
Financial liabilities measured at amortised cost
Classification depends on the purpose for which the financial instruments were obtained / incurred and takes place at initial recognition.
Classification is re-assessed on an annual basis.

41

Accounting Policies
Initial recognition and measurement
Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments.
The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument
in accordance with the substance of the contractual arrangement.
Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured
at cost and are classified as available-for-sale financial assets.

Subsequent measurement
Dividend income is recognised in profit or loss as part of other income when the groups right to receive payment is established.
Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.
Held-to-maturity investments are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses.

Financial liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest method.

Derecognition
Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group
has transferred substantially all risks and rewards of ownership.

Impairment of financial assets


At each reporting date the group assesses all financial assets, other than those at fair value through profit or loss, to determine whether there is
objective evidence that a financial asset or group of financial assets has been impaired.
For amounts due to the group, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default of payments
are all considered indicators of impairment.
Impairment losses are recognised in profit or loss.
Impairment losses are reversed when an increase in the financial assets recoverable amount can be related objectively to an event occurring after the
impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall
not exceed what the carrying amount would have been had the impairment not been recognised.
Reversals of impairment losses are recognised in profit or loss except for equity investments classified as available-for-sale.
Where financial assets are impaired through use of an allowance account, the amount of the loss is recognised in profit or loss within operating
expenses.When such assets are written off, the write off is made against the relevant allowance account. Subsequent recoveries of amounts previously
written off are credited against operating expenses.

Trade and other receivables


Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest
rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is
impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in
payments are considered indicators that the trade receivable is impaired.The allowance recognised is measured as the difference between the assets carrying
amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

42

Accounting Policies
The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within
operating expenses.When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries
of amounts previously written off are credited against operating expenses in profit or loss.
Trade and other receivables are classified as loans and receivables.

Trade and other payables


Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Cash and cash equivalents


Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to
a known amount of cash and are subject to an insignificant risk of changes in value.These are initially and subsequently recorded at fair value.

Bank overdraft and borrowings


Bank overdrafts and borrowings are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate
method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term
of the borrowings in accordance with the groups accounting policy for borrowing costs.

1.9 Tax

Current tax assets and liabilities


Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior
periods exceeds the amount due for those periods, the excess is recognised as an asset.
Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax
authorities, using the tax rates that have been enacted by the end of the reporting period.

Deferred tax assets and liabilities


A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial
recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against
which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset
or liability in a transaction at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
A deferred tax asset is recognised for the carry forward of unused tax losses to the extent that it is probable that future taxable profit will be available
against which the unused tax losses can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is
settled, based on tax rates that have been enacted by the end of the reporting period.

Tax expenses
Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax
arises from:
a transaction or event which is recognised, in the same or a different period, to other comprehensive income, or
a business combination.

43

Accounting Policies
Current tax and deferred taxes are charged or credited to other comprehensive income if the tax relates to items that are credited or charged, in the
same or a different period, to other comprehensive income.
Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a
different period, directly in equity.
1.10 Leases
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating
lease if it does not transfer substantially all the risks and rewards incidental to ownership.

Operating leases - lessor


Operating lease income is recognised as an income on a straight-line basis over the lease term.
Income for leases is disclosed under revenue in profit or loss.

Operating leases lessee


Operating lease payments are recognised as an expense on a straight-line basis over the lease term.The difference between the amounts recognised
as an expense and the contractual payments are recognised as an operating lease liability.This liability is not discounted.
Any contingent rents are expensed in the period they are incurred.

1.11 Impairment of assets


The group assesses at each end of the reporting period whether there is any indication that an asset may be impaired. If any such indication exists, the
group estimates the recoverable amount of the asset.
Irrespective of whether there is any indication of impairment, the group also:

tests goodwill acquired in a business combination for impairment annually.
If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate
the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined.
The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use.
If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount.
That reduction is an impairment loss.
An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Any
impairment loss of a revalued asset is treated as a revaluation decrease.
Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units, or groups of cash- generating
units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned
to those units or groups of units.

44

Accounting Policies
Each unit or group of units to which the goodwill is so allocated represents the lowest level within the entity at which the goodwill is monitored for internal
management purposes, and is not larger than an operating segment as defined by paragraph 5 of IFRS 8 Operating Segments before aggregation.
An impairment loss is recognised for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units.The impairment
loss is allocated to reduce the carrying amount of the assets of the unit in the following order:

first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and
then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit.

An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill
may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated.
The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset in prior periods.
A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in
profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase.
1.12 Stated capital and equity
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
1.13 Employee benefits

Short-term employee benefits


The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses,
and non-monetary benefits such as medical aid), are recognised in the period in which the service is rendered and are not discounted.
The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case
of non-accumulating absences, when the absence occurs.
The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such
payments as a result of past performance.

Defined contribution plans


Payments to defined contribution plans is charged as an expense as they fall due.

1.14 Provisions and contingencies


Provisions are recognised when:
the group has a present obligation as a result of a past event;
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
a reliable estimate can be made of the obligation.
The amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

45

Accounting Policies
Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be
recognised when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation.The reimbursement shall
be treated as a separate asset.The amount recognised for the reimbursement shall not exceed the amount of the provision.
Provisions are not recognised for future operating losses.
1.15 Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for services provided in
the normal course of business, net of value added tax. Revenue is rental income from the investment properties and recoveries as per the terms of
contract. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.
Interest income is recognised, in profit or loss, using the effective interest rate method. Services and recoveries are recognised in accounting period in
which services are rendered.
1.16 Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of
that asset until such time as the asset is ready for its intended use.The amount of borrowing costs eligible for capitalisation is determined as follows:
Actual borrowing costs on funds specifically borrowed for the purpose of obtaining a qualifying asset less any temporary investment of those
borrowings.
Weighted average of the borrowing costs applicable to the entity on funds generally borrowed for the purpose of obtaining a qualifying asset.
The borrowing costs capitalised do not exceed the total borrowing costs incurred.
The capitalisation of borrowing costs commences when:
expenditures for the asset have occurred;
borrowing costs have been incurred, and
activities that are necessary to prepare the asset for its intended use or sale are in progress.
Capitalisation is suspended during extended periods in which active development is interrupted.
Capitalisation ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.
All other borrowing costs are recognised as an expense in the period in which they are incurred.
1.17 Translation of foreign currencies

Functional and presentation currency


Items included in the consolidated annual financial statements of each of the group entities are measured using the currency of the primary economic
environment in which the entity operates (functional currency).
The consolidated annual financial statements are presented in Pula which is the group functional and presentation currency.

46

Accounting Policies

Foreign currency transactions


A foreign currency transaction is recorded, on initial recognition in Pula, by applying to the foreign currency amount the spot exchange rate between the
functional currency and the foreign currency at the date of the transaction.
At the end of the reporting period:
foreign currency monetary items are translated using the closing rate;
non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the

date of the transaction; and
non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the

fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were
translated on initial recognition during the period or in previous consolidated annual financial statements are recognised in profit or loss in the period in
which they arise.
When a gain or loss on a non-monetary item is recognised to other comprehensive income and accumulated in equity, any exchange component of that
gain or loss is recognised to other comprehensive income and accumulated in equity. When a gain or loss on a non-monetary item is recognised in profit
or loss, any exchange component of that gain or loss is recognised in profit or loss.
Cash flows arising from transactions in a foreign currency are recorded in Pula by applying to the foreign currency amount the exchange rate between the
Pula and the foreign currency at the date of the cash flow.

Investments in subsidiaries, joint ventures and associates


The results and financial position of a foreign operation are translated into the functional currency using the following procedures:
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of

financial position;
income and expenses for each item of profit or loss are translated at exchange rates at the dates of the transactions; and
all resulting exchange differences are recognised to other comprehensive income and accumulated as a separate component of equity.
Exchange differences arising on a monetary item that forms part of a net investment in a foreign operation are recognised initially to other comprehensive
income and accumulated in the translation reserve.They are recognised in profit or loss as a reclassification adjustment through to other comprehensive
income on disposal of net investment.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the
acquisition of that foreign operation are treated as assets and liabilities of the foreign operation.
The cash flows of a foreign subsidiary are translated at the exchange rates between the functional currency and the foreign currency at the dates of the
cash flows.

1.18 Operating segment


Operating segments are reported in a manner consistent with the internal reporting provided by management.

47

Notes to the Consolidated Annual


Financial Statements
2. Changes in accounting policy
The consolidated annual financial statements have been prepared in accordance with International Financial Reporting Standards on a basis consistent
with the prior year except for the adoption of the following new or revised standards.

IFRS 10 Consolidated Financial Statements


Standard replaces the consolidation sections of IAS 27 Consolidated and Separate Financial Statements and SIC 12 Consolidation Special Purpose
Entities. The standard sets out a new definition of control, which exists only when an entity is exposed to, or has rights to, variable returns from its
involvement with the entity, and has the ability to effect those returns through power over the investee.
The effective date of the standard is for years beginning on or after 1 January 2013.
The group has adopted the standard for the first time in the 2014 consolidated annual financial statements.
The management has reviewed its control assessment in accordance with IFRS 10 and concluded that the effect on the classification (as subsidiaries
or otherwise) of any of groups investees held during the period or comparative periods covered these financial statements.

3.

New Standards and Interpretations


At the date of approval of these consolidated annual financial statements, certain new accounting standards, amendments and interpretations to
existing standards have been published.
Management anticipates that all relevant pronouncements will be adopted in the groups accounting policies for the first period beginning after the
effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the entitys
financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material
impact on the entitys financial statements.

3.1 Standards and interpretations effective and adopted in the current year

In the current year, the group has adopted the following standards and interpretations that are effective for the current financial year and that are
relevant to its operations:

IFRS 10 Consolidated Financial Statements


Standard replaces the consolidation sections of IAS 27 Consolidated and Separate Financial Statements and SIC 12 Consolidation Special Purpose
Entities. The standard sets out a new definition of control, which exists only when an entity is exposed to, or has rights to, variable returns from its
involvement with the entity, and has the ability to effect those returns through power over the investee.
The effective date of the standard is for years beginning on or after 1 January 2013.
The group has adopted the standard for the first time in the 2014 consolidated annual financial statements.
Refer to changes in accounting policy, note 2, for the impact.

48

Notes to the Consolidated Annual


Financial Statements

IAS 27 Separate Financial Statements


Consequential amendment as a result of IFRS 10.The amended Standard now only deals with separate financial statements.The effective date of the
amendment is for years beginning on or after 1 January 2013.
The group has adopted the amendment for the first time in the 2014 consolidated annual financial statements.
The separate financial statements of the company have been prepared in line with the revised IAS 27.

IFRS 12 Disclosure of Interests in Other Entities


The standard sets out disclosure requirements for investments in Subsidiaries, associates, joint ventures and unconsolidated structured entities. The
disclosures are aimed to provide information about the significance and exposure to risks of such interests.The most significant impact is the disclosure
requirement for unconsolidated structured entities or off balance sheet vehicles.
The effective date of the standard is for years beginning on or after 1 January 2013.
The group has adopted the standard for the first time in the 2014 consolidated annual financial statements.
The adoption of this standard has not had a material impact on the results of the company, but has resulted in more disclosure than would have
previously been provided in the consolidated annual financial statements.

IFRS 13 Fair Value Measurement


New standard setting out guidance on the measurement and disclosure of items measured at fair value or required to be disclosed at fair value in
terms of other IFRSs.
The effective date of the standard is for years beginning on or after 1 January 2013.
The group has adopted the standard for the first time in the 2014 consolidated annual financial statements.
The adoption of this standard has not had a material impact on the results of the company, but has resulted in more disclosure on investment
properties measured at fair value, than would have previously been provided in the consolidated annual financial statements.

IAS 1 Presentation of Financial Statements


The amendment now requires items of other comprehensive income to be presented as:
Those which will be reclassified to profit or loss
Those which will not be reclassified to profit or loss.
The related tax disclosures are also required to follow the presentation allocation.
In addition, the amendment changed the name of the statement of comprehensive income to the statement of profit or loss and other comprehensive
income.
The effective date of the amendment is for years beginning on or after 1 July 2012.
The group has adopted the amendment for the first time in the 2014 consolidated annual financial statements.
The impact of this amendment has resulted in change of name from the statement of comprehensive income to the statement of profit or loss and
other comprehensive income.

49

Notes to the Consolidated Annual


Financial Statements
3.2 Standards and interpretations not yet effective
The group has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the groups
accounting periods beginning on or after 1 February 2014 or later periods. The impact of the annual improvements 2010-2012/2011-2013 and new
standards issued are currently being assessed.

Effective date:
Standard/ Interpretation: Years beginning on or after
IFRS 3 Business Combinations: Accounting for contingent consideration in a business combination
1 July 2014
IFRS 8 Operating Segments: Aggregation of operating segments , reconciliation of the total

reportable segments, assets to the entitys assets



1 July 2014
IFRS 13 Fair Value Measurements: Short term receivables and payable


1 July 2014
IFRS 3 Business Combinations: Scope of exceptions for joint ventures


1 July 2014
IFRS 13 Fair Value Measurement: Scope of paragraph 52 (portfolio exception)


1 July 2014
IAS 40 Investment Property: Clarifying the interrelationship between IFRS 3 and
IAS 40 when classifying property or owner occupied property


1 July 2014
IFRS 9 Financial Instruments (New Standards)



1 January 2015
Figures in Pula

2014
2013

Valuation Accumulated Carrying value
Valuation Accumulated Carrying value
depreciation depreciation

4. Investment property
Group
Investment property
Company

Investment property


1 721 543 918

- 1 721 543 918 1 404 194 076


- 1 404 194 076


2014
2013
Valuation Impairment Carrying value Valuation Impairment
Carrying value
981 653 658

- 981 653 658 781 480 702

- 781 480 702

Reconciliation of investment property - Group - 2014










Opening
Additions
Foreign
Fair value Carrying value
carrying value
exchange adjustments
movements
Investment property
1 404 194 076
51 670 72 693 017 244 605 155 1 721 543 918
Reconciliation of investment property - Group - 2013






Opening Additions Additions
Foreign Impairments Fair value
Carrying value

carrying value
through
exchange adjustments

business movements
combinations
Investment property
749 144 794
3 070 587 525 071 027 86 426 034 (1 800 000) 42 281 634 1 404 194 076

50

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

2013

Reconciliation of investment property - Company - 2014









Opening Additions Fair value
Carrying value

carrying value adjustments
Investment property


781 480 702
51 670 200 121 286 981 653 658
Reconciliation of investment property - Company - 2013


Opening
Additions Impairments
Fair value Carrying value
carrying value adjustments
Investment property

749 144 794
3 070 587 (1 800 000 ) 31 065 321 781 480 702

Pledged as security
Carrying value of assets pledged as security:

Game City Shopping Centre, Portion 3 of Forest Farm Hill LA
975 KO

Nzano Shopping Centre, Lot 904 Francistown

Fairgrounds Office Park, Lot 50676, Gaborone

Lot 6670, Mogoditshane, Supa Save Mall, Gaborone

Lot 1131 - 1137,Turnstar House, Main Mall, Gaborone

Lots 16398 & 13093 Tapologo Estates, Gaborone

Lot 63 Commerce Park, Gaborone

Lot 1203 Mogoditshane Flats, Gaborone

Lot 14444 Hyundai, Gaborone

The property is pledged as security towards bank facilities as
detailed in Note 15


664 418 108 516 322 046 664 418 108 516 322 044

89 438 399 66 435 122 89 438 399 66 435 122
113 248 737 112 902 371 113 248 737 112 902 371
22 348 093 16 201 156 22 348 093 16 201 156
31 372 265 29 848 945 31 372 265 29 848 945
29 473 803 16 703 950 29 473 803 16 703 950
11 270 302 10 825 649 11 270 302 10 825 649
11 693 968
7 084 945 11 693 968
7 084 945
8 389 983
5 136 519
8 389 985
5 136 519

51

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

4. Investment property (continued)


Details of property
Game City Shopping Centre



Forest Farm Hill LA 975 KO,



Notarial Lease with Roman Catholic Church



Lease from 1 April 2001 for 75 Years



- Cost of the property

237 168 091 234 097 505
- Additions during the year

51 670
3 07 0 586
- Fair Value surplus (Net of straight lining adjustment)

427 198 347 279 163 955


664 418 108 516 332 046
Nzano Shopping Centre



Lot 904, Francistown



Freehold



- Cost of the property

42 509 893 42 509 893
- Fair Value surplus (Net of straight lining adjustment)

46 928 506 23 925 229


89 438 399 66 435 122
Supa Save Mall



Lot 6670, Mogoditshane



Leasehold



Lease from 12 January 1982 for 50 Years



- Cost of the property

13 001 621 13 001 621
- Fair Value surplus (Net of straight lining adjustment)

9 346 472
3 199 535


22 348 09 3 16 201 156
Fairgrounds Office Park



Lot 50676, Gaborone



Fixed year state grant



Lease from 04 February 1994 for 50 Years



- Cost of the property

66 468 635 66 468 635
- Fair Value surplus (Net of straight lining adjustment)

46 780 102 46 433 736


113 248 737 112 902 371
Plot 63 Commerce Park



Portion 63 Forest Hill, No. 9 KO



Leasehold under a Notarial Deed of Cession and Delegation


Lease from 04 February 1994 for 99 Years



- Cost of the property 13 September 1999

6 218 956
6 218 956
- Fair Value adjustment (Net of straight lining adjustment)

5 051 346
4 606 693


11 270 302 10 825 649

52

2014

2013

237 168 091 234 097 505


51 670
3 070 586
427 198 347 279 163 953
664 418 108 516 332 044

42 509 893
46 928 506
89 438 399

42 509 893
23 925 229
66 435 122

13 001 621
9 346 472
22 348 093

13 001 621
3 199 535
16 201 156

66 468 635 66 468 635


46 780 102 46 433 736
113 248 737 112 902 371

6 218 956
5 051 346
11 270 302

6 218 956
4 606 693
10 825 649

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula

2014

2013

4. Investment property (continued)


Main Mall Offices



Lot 1131-1137, Gaborone



Fixed year state grant



Lease from 15 December 1979 for 99 Years


- Cost of the property

36 006 666 36 006 666
- Fair Value adjustment (Net of straight lining adjustment)

(4 634 401 ) (6 157 721 )


31 372 265 29 848 945
Lot 14444
Fixed year state grant
Lease from 03 September 1985 for 50 years


- Cost of the property

3 559 404
3 559 404
- Fair Value surplus (Net of straight lining adjustment)

4 830 581
1 587 115


8 389 985
5 146 519
Tapologo Estates
Lot 13093 and 16398, Gaborone Ext 40
Fixed year state grant


- Cost of the property

9 466 456
9 466 456
- Fair Value surplus (Net of straight lining adjustment)

20 007 347
7 237 494


29 473 803 16 703 950
Mogoditshane Town Houses
Tribal Lot 1293, Mogoditshane


- Cost of the property

3 912 365
3 912 365
- Fair Value surplus (Net of straight lining adjustment)

7 781 603
3 172 580


11 693 968
7 084 945
Mlimani city, Plot 2, Block L, situated in Ubungo, Dar es
Salaam,Tanzania


- Cost of the property

467 971 032 467 971 032
- Fair Value surplus (Net of straight lining adjustment including
271 919 228 154 742 341
foreign exchange movements)




739 890 260 622 713 373

2014

2013

36 006 666
(4 634 401 )
31 372 265

36 006 666
(6 157 721 )
29 848 945

3 559 404
4 830 581
8 389 985

3 559 404
1 587 115
5 146 519

9 466 456
20 007 347
29 473 803

9 466 456
7 237 494
16 703 950

3 912 365
7 781 603
11 693 968

3 912 365
3 172 580
7 084 945

-
-

Turnstar Holdings Limited have occupied 285 sqm in Game City shopping complex, one of the properties for the purposes of centre management
office.The company has also occupied Unit No. 401 and 402 of Main Mall Property, Lot 1131-1137 towards their administrative purposes.The owner
occupied portion is not significant to the portfolio of investments held by the company and thus no transfer of the owner occupied portion has
been made to property, plant and equipment.

53

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

2013

4. Investment property (continued)


Details of valuation





Turnstar Holdings Limited




The investment properties were valued by Riberry (Proprietary) Limited, represented by Benedict Kgosilentswe (BSc (Hons)Estate Management,
MRICS, MREIB, independent valuers.The valuer has carried out physical inspection of the properties in January 2014, the effective date of valuation
is 31 January 2014 , the report is dated 14 April 2014. The valuers have assessed that these properties have been maintained in a reasonable state
of repair and condition. As per the expert valuation, P 1 025 900 000 representing the open market value of the properties has been arrived using
discounted cash flow method.The capitalisation rate used for the purposes of valuation varies from 5.5% to 12.5% for retail, commercial and residential
properties. Neither Kgosilentswe nor Riberry (Proprietary) Limited are connected to the company. They have adequate experience in location and
category of the investment property being valued.The valuation was performed on behalf of the directors of the company.The directors have taken
into account the independent fair valuation of the properties, and have considered future vacancy allowance of 2% on the fair values reported by the
external valuer, expecting future volatility in the market conditions.The impact of future vacancy allowance has been adjusted as part of movement
of fair values reported during the year.
Mlimani Holdings Limited




The effective date of the revaluations was 01 February 2014.These revaluations were performed by Independent Valuers, Eris Property Group
based in Cape Town South Africa. Mr. Ian Grant, MA (Hons), MRICS Chartered Valuation Surveyor and Mr. Claire Everatt, MRICS, MIVSA Professional
Associated Valuer Chartered Valuation Surveyor signed the fair valuation report.
The valuation was carried out using a discounted cash flow model, which involved projecting income and expenditure for a period of 5 years and
discounting at a long term investment rate to arrive at net present value. Secured lease income was reflected with the underlying assumption that
on expiry, a renewal would occur. However, on a vacancy occurring, there would be an interruption in the cash flow for that period to secure a new
tenant. In view of the fact that the fair value of the asset was arrived at taking into account the present value of future revenues, the fair value gain
was reduced by the operating lease asset amount in order to avoid over valuation.




Valuations Assumptions:




The assumptions were based on current market conditions.



A gain or loss arising from a change in fair value is included in net profit or loss for the period in which it arises.
Refer to note 39 for IFRS 13 disclosure for investment properties valued at fair value.
Amounts recognised in profit and loss for the year




Rental income from investment property (including recoveries
197 329 305 189 376 783 122 095 561 114 638 448
without straight lining adjustment)




Direct operating expenses from rental generating property
(60 325 129 ) (53 653 043 ) (34 836 357 ) (33 119 970 )


137 004 176 135 723 740 87 259 204 81 518 478
Adjusted valuations




The following valuations were adjusted for consolidated annual financial statements purposes to avoid double counting:
Valuation as per financial statements
Fair value of investment property per independent valuer
Less: operating lease receivable

54




1 753 137 839 1 429 364 589 1 005 382 000 799 530 000
(31 593 921 ) (25 170 513 ) (23 728 342 ) (18 049 298 )
1 721 543 918 1 404 194 076 981 653 658 781 480 702

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula

2014

2013

2014

2013

5. Property, plant and equipment


Group
2014
2013

Cost Accumulated
Carrying value
Cost Accumulated Carrying value
depreciation depreciation
Furniture and fixtures
3 283 092 (1 349 073 )
1 934 019
3 015 801
(865 053 )
2 150 748
IT equipment
1 623 618
(926 889 )
696 729
1 419 018
(617 936 )
801 082
Motor vehicles
215 347
(180 041 )
35 306
205 085
(141 535 )
63 550
Office equipment
263 628
(134 430 )
129 198
258 391
(108 423 )
149 968
Plant and machinery
4 560 811 (2 937 106 )
1 623 705
3 717 520 (2 220 688 )
1 496 832
Total
9 946 496 (5 527 539 )
4 418 957
8 615 815 (3 953 635 )
4 662 180
Company
2014
2013

Cost Accumulated
Carrying value
Cost Accumulated Carrying value
depreciation depreciation
Furniture and fixtures
1 205 167
(417 449 )
787 718
1 168 463
(308 732 )
859 731
IT equipment
911 547
(587 566 )
323 981
900 478
(393 773 )
506 705
Motor vehicles
114 360
(79 054 )
35 306
114 360
(50 810 )
63 550
Office equipment
212 091
(96 292 )
115 799
212 091
(80 369 )
131 722
Plant and machinery
681 335
(507 797 )
173 538
526 428
(481 374 )
45 054
Total
3 124 500 (1 688 158 )
1 436 342
2 921 820 (1 315 058 )
1 606 762
Reconciliation of property, plant and equipment - Group - 2014


Opening
Additions
Foreign Depreciation Total carrying
carrying value
exchange
value
movements
Furniture and fixtures
2 150 748
58 334
114 056
(389 119 )
1 934 019
IT equipment
801 082
145 950
23 948
(274 251 )
696 729
Motor vehicles
63 550
-
-
(28 244 )
35 306
Office equipment
149 968
-
1 283
(22 053 )
129 198
Plant and machinery
1 496 832
482 337
109 612
(465 076 )
1 623 705


4 662 180
686 621
248 899 (1 178 743 )
4 418 957

55

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
5. Property, plant and equipment (continued)
Reconciliation of property, plant and equipment - Group - 2013

2014

2013

2014

2013


Opening
Additions

carrying value


Furniture and fixtures
933 519
352 138
IT equipment
474 921
185 942
Motor vehicles
91 796
-
Office equipment
147 643
-
Plant and machinery
92 105
11 831

1 739 984
549 911

Additions
Foreign Depreciation Total carrying
through
exchange
value
business movements
combinations

1 000 000
164 948
(299 857 )
2 150 748
299 963
51 897
(211 641 )
801 082
-
-
(28 246 )
63 550
20 684
2 687
(21 046 )
149 968
1 524 236
269 289
(400 629 )
1 496 832
2 844 883
488 821
(961 419 )
4 662 180

Reconciliation of property, plant and equipment - Company- 2014





Furniture and fixtures

IT equipment

Motor vehicles

Office equipment

Plant and machinery



Opening
Additions Depreciation Total carrying
carrying value
value
859 731
36 704
(108 717 )
787 718
506 705
11 069
(193 793 )
323 981
63 550
-
(28 244 )
35 306
131 722
-
(15 923 )
115 799
45 054
154 907
(26 423 )
173 538
1 606 762
202 680
(373 100 )
1 436 342

Reconciliation of property, plant and equipment - Company - 2013



Opening
Additions Depreciation Total carrying

carrying value
value
Furniture and fixtures

933 519
32 124
(105 912 )
859 731
IT equipment

474 921
185 942
(154 158 )
506 705
Motor vehicles

91 796
-
(28 246 )
63 550
Office equipment

147 643
-
(15 921 )
131 722
Plant and machinery

92 105
-
(47 051 )
45 054



1 739 984
218 066
(351 288 )
1 606 762

56

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula
6. Goodwill
Group


Goodwill

2014

2013

2014

2013


2014
2013
Cost Accumulated
Carrying value
Cost Accumulated Carrying value
impairment impairment
55 172 085
-
55 172 085 49 565 565
- 49 565 565

Reconciliation of goodwill - Group - 2014










Opening
Foreign
Carrying value
carrying value exchange
movements
Goodwill

49 565 565
5 606 520 55 172 085
Reconciliation of goodwill - Group - 2013

Opening
Additions
Foreign Carrying value

carrying value
through
exchange

business movements
combinations
Goodwill

- 42 762 109
6 803 456 49 565 565

In the prior year the company acquired 100% of direct/indirect voting equity interest of Island View (Proprietary) Limited and its 100% whollyowned
subsidiary Mlimani Holdings Limited.





The goodwill of USD 6 146 170 (P 55 172 085) arising from the acquisition is attributable to acquired investment property from combining the
operations of the company with Island View (Proprietary) Limited and Mlimani Holdings Limited. Goodwill recognised is not expected to be
deductible for income tax purposes. Goodwill has been converted to functional currency of the group at closing exchange rate prevailing at the
of reporting period.





Impairment assessment on carrying value of goodwill




The group has allocated the carrying value of goodwill reported at P 55 172 085 (USD 6146 170) to the subsidiary, Mlimani Holdings Limited
acquired during the prior year. This subsidiary is the cash generating unit. For purposes of testing impairment on the carrying value of goodwill, the
group has considered 5 year budgeted cash flow projections of the subsidiarys operations to determine the value in use. These future cashflow
projections are prepared in functional currency of the subsidiary (United States Dollar).
The following are the key assumptions used in determining the value in use:
a) Rental income has been assumed to grow at a rate of 5-8% per annum, based on the contracted lease agreements with the tenants.
b) Operating expenses has been assumed to grow at 3%, based on the USD inflation rate
c) The management has considered a pre-tax cost of capital rate of 2.01%, which is LIBOR plus 1.85%.This discount rate is based on cost of capital
for borrowings obtained by the company from its bankers.




d) Residential and conference centre were not considered as part of the cashflow projections due to nature of the lease period, which in most cases
is 1 year.





Based on such cashflow projections, estimated recoverable amount from the value in use workings are higher than the carrying value of goodwill, thus,
there is no impairment of goodwill.

57

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
2014
2013
2014
2013





7. Investment in subsidiary
Name of company
% voting
% voting
% holding
% holding
Carrying
Carrying
power 2014 power 2013
2014
2013 amount 2014 amount 2013
Island View (Proprietary) Limited (an IFSC 100.00 %
100.00 %
100.00 %
100.00 % 198 399 513 198 399 513
company incorporated in Botswana with





1000 shares of no par value)





Mlimani Holdings Limited - The company
100.00 %
100.00 %
0.01 %
0.01 %
5
5
subscribed on 22 February 2012, 1 ordinary





share of 1000 Tanzanian Shillings.








198 399 518 198 399 518
The carrying amounts of subsidiaries are shown net of impairment losses, if any.




Interest in subsidiaries
Composition of the group
Set out below details of the subsidiaries held directly by the Group:
Name of the Subsidiary Country of incorporation Principal activity Proportion of ownership
and principal place of business interests held by the Group
Island View (Proprietary) Limited
Botswana

IFSC registered
100%
100%



Investment company


Mlimani Holdings Limited
Tanzania

Property Investment
100%
100%
Interests in unconsolidated structured entities

The Group has no interests in unconsolidated structured entities.

The company through its subsidiary Island View (Proprietary) Limited exercises control over its wholly owned subsidiary Mlimani Holdings Limited.
Consolidation of the subsidiaries are carried out at the ultimate parent level.



8. Other financial assets



Held to maturity



Investment in debentures - Mlimani Holdings Limited

-
- 356 922 311 345 742 124
These debentures are unsecured, repayable within 10 years from the
date of acquisition and carries interest at a rate equal to 6 months LIBOR
plus an margin of not less than 5.5%. The principal value of debentures
outstanding at 2014 USD 39 207 838 (2013: USD 42 896 635). During
the year the subsidiary paid USD 3 688 797 as principal.
Non-current assets
Held to maturity

58

- 356 922 311 345 742 124

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula

2014

2013

2014

2013

8. Other financial assets l (continued)


Fair value measurement of financial instruments



The fair values of the US-dollar debenture are estimated using a discounted cash flow approach, which discounts the contractual cash flows using
discount rates derived from observable market interest rates of similar loans with similar risk.The interest rate used for this calculation is 5.5%.



Fair value hierarchy of financial assets at fair value
Financial assets and measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy.The three Levels
are defined based on the operability of significant inputs to the measurement, as follows:
Level 1 represents those assets which are measured using unadjusted quoted prices for identical assets.
Level 2 applies inputs other than quoted prices that are observable for the assets either directly (as prices) or indirectly (derived from prices).
Level 3 applies inputs which are not based on observable market data.




Level 2



Investment in debentures - Mlimani Holdings Limited

-
- 356 922 311 345 742 124
Fair value of held to maturity investments



Debentures

-
- 443 536 479 447 511 645
9. Financial assets by category



The accounting policies for financial instruments have been applied to the line items below. The carrying amounts of the financial assets in each
category are as follows:


Group - 2014


Trade and other receivables



Cash and cash equivalents






Group - 2013


Trade and other receivables



Cash and cash equivalents





Loans and
Total
receivables
11 407 799 11 407 799
74 239 026 74 239 026
85 646 825 85 646 825
Loans and
Total
receivables
10 044 884 10 044 884
82 936 100 82 936 100
92 980 984 92 980 984

59

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

9. Financial assets by category l (continued)


Company - 2014
Loans and
Held to
receivables
maturity
investments
Other financial assets


- 356 922 311
Trade and other receivables


7 684 232
-
Cash and cash equivalents

66 040 234
-


73 724 466 356 922 311
Company - 2013
Loans and
Held to
receivables
maturity
investments
Other financial assets


- 345 742 129
Trade and other receivables


7 733 358
-
Cash and cash equivalents

69 451 972
-


77 185 330 345 742 129
10. Deferred tax


Deferred tax liability


Accelerated capital allowances for tax purposes

(18 238 358 ) (15 985 881 ) (18 238 358 )
On provision for bad and doubtful debts

504 511
818 303
504 511
On unrealised foreign exchange gain/loss

(5 246 703 ) (3 958 806 ) (5 246 703 )
On fair value surplus on investment properties

(186 431 177 ) (105 668 837 ) (60 152 375 )
On operating lease receivables

(5 220 235 ) (3 970 845 ) (5 220 235 )
Tax losses available for set off against future taxable income
3 627 408
1 668 702
3 627 408



Reconciliation of deferred tax asset (liability)

At beginning of the year

Originating temporary difference on plant and equipment

(Decrease)/increase in tax losses available for set off

Originating temporary difference on fair value of investment property
On provision for bad debts

On IAS 17 Straight line adjustment

Deferred tax on foreign exchange translation

Arising out of business combination

Exchange fluctuations on year end translation of deferred tax
(on subsidiary)



60

(211 004 554 )



(127 097 346 )
(2 252 477 )
1 958 688
(65 252 663 )
(313 792 )
(1 249 391 )
(1 287 897 )
-
(15 509 676 )

(211 004 554 )

(127 097 346 ) (84 725 752 )

2013

Total
356 922 311
7 684 232
66 040 234
430 646 777
Total
345 742 129
7 733 358
69 451 972
422 927 459
(15 985 881 )
818 303
(3 958 806 )
(20 407 552 )
(3 970 845 )
1 668 720
(41 836 061 )

(38 627 663 ) (41 836 061 ) (38 627 663 )


(2 260 184 ) (2 252 477 ) (2 260 184 )
1 222 325
1 958 688
2 238 415
(7 894 747 ) (39 744 822 )
1 222 325
(110 488 )
(313 792 )
(110 488 )
(339 660 ) (1 249 391 )
(339 660 )
(3 958 806 ) (1 287 897 ) (3 958 806 )
(64 505 464 )
-
(10 622 659 )
-
(127 097 346 ) (84 725 752 )

(41 836 061 )

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

2013

10. Deferred tax (continued)


Carry forward tax losses


In the prior period no provision for current taxation has been made, as the company has assessed carry forward tax losses.The estimated tax
loss available for set off against future taxable income as at 31 January 2014 was P 16 488 216 (2013: P 7 585 096.)
Deferred tax on investment property held by Mlimani Holdings Limited is calculated based on the fair value of investment property at the year
end, less the cost of investment property and the profits earned up to the year end as required by the Income Tax Act of Tanzania.



11. Operating lease assets


Non-current assets

26 449 748 20 436 694 21 089 380 13 438 970
Current assets

5 144 173
4 733 819
2 638 963
4 610 328


31 593 921 25 170 513 23 728 343 18 049 298
Operating lease assets relate to the impact on straight lining of leases as required by IAS 17. This relates to the difference between the
contractual rentals over the period of lease against the actual rentals charged during the year. The group leases investment properties, with
average lease years between 1 to 5 years with the exception of a few leases, which are between 10 to 25 years. Average annual escalation on
these leases is 9%.
12. Trade and other receivables


Trade receivables

9 359 268
7 350 764
5 738 399
5 159 251
Deposits

293 037
81 531
202 284
Other receivables

1 755 494
2 612 589
1 743 549
2 574 107
Prepaid expenses

428 588
279 956
215 411
231 668



11 836 387 10 324 840
7 899 643
7 965 026
Trade and other receivables pledged as security


Included under trade and other receivables are dues from tenants relating to Mlimani Holdings Limited and Game City Shopping Centre which
have been pledged as security for borrowings from Barclays Bank Botswana Limited, refer to note 15.



Credit quality of trade and other receivables


The credit quality of trade and other receivables that are neither past nor due nor impaired can be assessed by reference to historical
information about counterparty default rates:



Fair value of trade and other receivables


Trade and other receivables

8 363 387 10 324 840
7 899 643
7 965 026
The companys policy is to consider impairment provisions based on review of individual debtors current credit situation, past performance
and other factors and where required, appropriate provisions have been made for impairment.



Trade and other receivables past due but not impaired


Trade and other receivables which are less than 1 month past due are not considered to be impaired. At 31 January 2014, P 3 257 444 (2013:
P 4 166 982) (company P 1 290 989 (2013: P 2 082 310) were past due but not impaired.

61

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

2013

12. Trade and other receivables (continued)


The ageing of these trade other amounts past due but not impaired is as follows:
1 month past due

2 608 574
2 167 538
642 119
472 646
2 months past due

355 328
470 026
355 328
165 399
3 months past due

293 542
1 529 418 2
93 542
1 444 265


3 257 444
4 166 982
1 290 989
2 082 310
Trade and other receivables impaired


As of 31 January 2014, trade and other receivables of P 2 293 233 (2013: P 3 719 553) (Company P 2 293 233 (2013: P 3 719 553)) were
impaired and provided for.



The charge for the year was P 403 155 (2013: P 741 006) (Company P 403 155 as of 31 January 2014 (2013: P 741 006)).


The ageing of these trade and other receivables is as follows:

Not more than 3 months

338 406
604 235
338 406
604 235
More than 3 Months

1 954 827
3 115 318
1 954 827
3 115 318


2 293 233
3 719 553
2 293 233
3 719 553
Reconciliation of provision for impairment of trade and other receivables


Opening balance

3 719 553
4 221 772
3 719 553
4 221 772
Provision for impairment

403 155
741 006
403 155
741 006
Amounts written off as uncollectable

(1 534 275 ) (1 243 225 ) (1 534 275 ) (1 243 225 )
Bad debts recovered

(295 200 )
-
(295 20 0)



2 293 233
3 719 553
2 293 233
3 719 553

The creation and release of provision for impaired receivables have been included in operating expenses in profit or loss (note 19). Amounts
charged to the allowance account are generally written off when there is no expectation of recovering additional cash.




13. Cash and cash equivalents



Cash and cash equivalents consist of:




Cash on hand

76 83 2
79 144
1 277
3 165
Bank balances

38 614 932 52 178 133 30 491 695 38 769 984
Short-term deposits

35 547 262 30 678 823 35 547 262 30 678 823



74 239 026 82 936 100 66 040 234 69 451 972
Credit quality of cash at bank and short term deposits, excluding cash on hand
The credit quality of cash at bank and short term deposits, excluding cash on hand that are neither past due nor impaired can be assessed by
reference to external credit ratings or historical information about counterparty default rates. However the banks in Botswana and Tanzania are
not rated, but are subsidiaries of rated banks in South Africa and the United Kingdom.

62

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
2014
2013
2014
2013





14. Stated capital and linked unit debentures
Reconciliation of number of shares and linked units
issued:




At the beginning of the reporting period

572 153 603 385 810 579 572 153 603 385 810 579
Issues of shares and linked unit debentures towards rights offer
Issues of shares and linked unit debentures towards discharge of
purchase



- 66 610 078
- 66 610 078
- 119 732 946
- 119 732 946



572 153 603 572 153 603 572 153 603 572 153 603




349 185 538 349 185 538 3 49 185 538 349 185 538



(2 764 983 ) (2 764 983 ) (2 764 983 ) (2 764 983 )
286 076 802 286 076 802 286 076 802 286 076 802



632 497 357 632 497 357 632 497 357 632 497 357

Issued
Stated Capital - 572 153 603 (2013: 572 153 603) Ordinary
shares of no par value
Share issue costs written off against stated capital
Linked unit debentures - 572 153 603 (2013: 572 153 603)
Linked unit debentures of 50 thebe each

The debentures carry interest at a rate which is linked to the dividend declared on the ordinary shares, and it becomes payable upon declaration
of dividends on shares.
Linked unit debentures are redeemable subject to approval of shareholders by a special resolution and with written consent of the creditors of
the company.




15. Borrowings

Held at amortised cost

First National Bank of Botswana Limited

The loan approved is for P 100 000 000 towards consolidation
of the overdraft and further loan requirements of the company.
Moratorium on capital repayments is provided until June 2013, the
loan was renegotiated during the year with moratorium period
extended upto June 2016, with interest being serviced monthly.
The loan is charged interest at prime less 2%. The loan has been
transferred to Barclays Bank of Botswana Limited effective 27
November 2013.





- 100 000 000

- 1 00000 000

63

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
15. Borrowings (continued)

Barclays Bank of Botswana Limited

Term loan with a limit of USD33,500,000, Interest at USD LIBOR
plus 1.85% calculated on a 365 day basis and computed monthly in
arrears. USD 3,000,000 payable on signing the facility agreement and
18 installments of USD 401,875, payable monthly commencing 1
month after the first drawdown of the facility until the loan to value
(LTV) reduces to 70%. The balance to be paid as a bullet on the final
repayment date. During the year the company repaid USD 4 000 654
towards this facility. The loan is disclosed net of debt issue cost of P 3
546 107 (2013: P 4 249 627), which will be amortised over the balance
period of the loan. In the current period, an amount of P 703 520 (2013:
P 646 506) has been recognised as an expenses under finance costs.The
balance outstanding towards principal at the end of the year is USD 25
814 819 (2013: USD 30.5 million)
Barclays Bank of Botswana Limited

The company andBarclays have signed a facility letter on 30 October
2012, the interest rate is set at 2% below the prime rate per annum,
the monthly installment is set at P 1 388 889 payable over 72 months
commencing 12 months after the date of the first draw down.This term
loan was transferred from First National Bank of Botswana Limited on
the 27 November 2013.


2014

2013

2014

2013

236 148 458 241 710 088 236 148 458 241 710 088

100 000 000

- 100 000 000

336 148 458 341 710 088 336 148 458 341 710 088

Financial covenants that shall be maintained in accordance with the agreement are: Barclays USD33,500,000.00 Loan
Gross borrowing at the end of each relevant period shall not exceed 66% of Net tangible assets
The ratio of cash flow to debt service for each relevant period shall not fall below 1.5: 1
Net tangible assets shall at all times exceed BWP 500 million
Net Rental Income for the relevant period shall exceed 1.25 times Debt Service for such relevant period
The value of free hold and lease hold properties secured now or subsequently in favour of the bank pursuant to the security at all time

not exceed the Loan not more than 70% of the loan value.

64

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula

2014

2013

2014

2013

15. Borrowings (continued)


Financial covenants that shall be maintained in accordance with the agreement are: Barclays BWP 100 000 000 Loan
Gross Borrowing at the end of each Relevant period shall not exceed 66% of net tangible assets
The ratio of Cash Flow to Debt Service for each Relevant Period shall not fall below 1.5 :1
Net Tangible Assets shall at all time exceed P 500 million
The value of free hold and lease hold properties secured now or subsequently in favour of the bank persuant to the Security at all time not
exceed the Loan not more than 30% . Such value shall be determined from time time by the bank at the expense of the borrower. If such value
falls below the above level, the borrower will restore the agreed margin with additional security within a 30 days from the date of the banks
notification in writing to the borrower.
Net Rental Income for the relevant period shall exceed 1.25 times Debt Service for such relevant period
The company has complied with the above covenants during the year




Security held by Barclays Bank of Botswana Limited
Deed of cession over rentals for an unlimited amount of all rentals which may accrue from any and all tenants of Plot No 2, Block Lubungu
area, Kinondoni municipality Dar Es Salaam, Tanzania otherwise known as Milimani City.
First covering mortgage bond passed by Turnstar Holdings Limited in favour of the Barclays Bank of Botswana Ltd in the amount of BWP
10,600,000.00 over Portion 63, South East Administration District.
First covering mortgage passed byTurnstar Holdings Limited in favour of the Barclays Bank of Botswana Limited in the amount of BWP32,400,000.00
over lot number 1131-7, Gaborone.
First covering mortgage bond passed by Turnstar Holdings Limited in favour of the Barclays Bank of Botswana Limited in the amount of
BWP15,200,000.00 over LOT 16398, Gaborone.
First covering mortgage bond passed by Turnstar Holdings Limited in favour of the Barclays Bank of Botswana Ltd in the amount of
BWP4,940,000.00 over lot number 14444, Gaborone.
First covering mortgage bond passed by Turnstar Holdings Limited in favour of the Barclays Bank of Botswana Ltd in the amount of
BWP112,100,000.00 over lot number 66458, Gaborone.
First covering mortgage bond passed by Turnstar Holdings Limited in favour of the Barclays Bank of Botswana Ltd in the amount of
BWP6,800,000.00 over lot number 1203, Mogoditshane.
First covering mortgage bond passed by Turnstar Holdings Limited in favour of the Barclays Bank of Botswana Ltd in the amount of
BWP16,460,000.00 over lot number 6670, Gaborone.
First covering mortgage bond passed by Turnstar Holdings Limited in favour of the Barclays Bank of Botswana Ltd in the amount of
BWP67,400,000.00 over lot number 904, Francistown.
Deed of cession over rentals for an unlimited amount of all rentals which may accrue from from any all tenants LA975 - KO, South East
administration district otherwise known as Game City Shopping Centre, Gaborone.
Deed of cession over rentals for an unlimited amount of all rentals which may accrue from any and all tenants of Plot No 2, Block Lubungu area,
Kinondoni municipality Dar Es Salaam,Tanzania otherwise known as Milimani City.
First covering mortgage bond passed by Turnstar Holdings Limited in favour of the Barclays Bank of Botswana Limited in the amount of
BWP180,000,000.00 (one hundred and eighty million pula) over LA975-KO, South East administration district otherwise known as Game City
Shopping Centre, Gaborone.
Deed of Cession of any and all benefits which may accrue in Terms of the insurance policy arranged in respect of Game City Shopping Centre.

65

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

2013

15. Borrowings (continued)


Non-current liabilities



At amortised cost

319 094 691 298 713 642 319 094 691 298 713 642
Current liabilities



At amortised cost

17 053 767 42 996 446 17 053 767 42 996 446



336 148 458 341 710 088 336 148 458 341 710 088
16. Trade and other payables



Trade payables

2 769 760
3 261 401
2 667 091
2 773 230
Value Added Tax

2 213 558
1 504 882
765 574
290 650
Withholding tax payable

1 158 421
104 659
177 987
104 659
Retention payable

52 219
2 238 972
52 219
2 238 972
Accrued leave pay

382 318
1 480 702
276 086
1 347 323
Accrued expenses

2 515 114
2 401 422
1 559 049
2 081 641
Advance rent from tenants

3 056 139
2 697 607
-
Security Deposits

12 923 171 11 064 044
5 068 669
4 346 005
Other payables

3 095 673
2 555 087
3 095 673
2 522 663


28 166 373 27 308 776 13 662 348 15 705 143
Fair value of trade and other payables



Trade payables


28 166 373 27 308 776 13 662 346 15 705 143
17. Financial liabilities by category


The accounting policies for financial instruments have been applied to the line items below.The carrying amounts of the financial liabilities in each
category are as follows:



Financial liabilities at amortised cost
Borrowings
Advance from tenants
Retention payable
Security deposit
Trade and other payables

18. Revenue
Rental income
Straight line adjustments
Turnover rent - Contingent rent income
Recoveries


336 148 458
3 056 139
52 219
12 923 171
5 865 443
358 045 430

174 963 670
5 620 854
613 542
41 905 206
223 103 272


341 710 088 336 148 458 341 710 088
2 697 607
-
2 238 972
52 219
2 238 972
11 064 044
5 068 669
4 346 005
5 816 488
5 295 893
5 295 893
363 527 199 346 565 239 353 590 958
151 272 429 99 656 754 93 626 539
2 711 040
5 679 044
1 543 910
707 118
613 542
707 118
37 605 887 22 243 625 20 486 744
192 296 474 128 192 965 116 364 311

Rental income were pledged as security for loan availed from Barclays Bank of Botswana Limited as stated in note 15.

66

Notes to the Consolidated Annual


Financial Statements

Figures in Pula
19. Operating profit

Operating profit for the year is stated after accounting for the following:

Group Company
2014

2013

2014

2013

Operating lease charges


Lease rentals on operating lease
Contingent amounts

16 182 174

14 303 527

8 995 003

8 086 596

Bad debts expense


Catering expenses
Cleaning
Consulting and professional fee
Depreciation on property, plant and equipment
Employee costs
Insurance
Pest control
Petrol and oil
(Profit)/loss on exchange differences
Repairs and maintenance
Security fees
Utilities

403 155
752 187
2 176 659
1 946 303
1 178 745
12 803 144
1 561 855
1 067 299
1 508 895
(1 138 312 )
6 571 620
4 451 215
27 388 393

818 369
1 133 669
1 807 836
1 455 869
961 419
12 956 074
961 234
999 433
562 606
5 748 513
6 727 518
3 295 714
24 069 960

403 155
26 153
828 038
1 361 252
373 100
10 886 882
982 182
1 067 299
71 674
(910 705 )
4 356 183
2 426 130
16 018 071

741 006
14 046
974 604
12 794 004
351 288
11 180 008
914 284
999 433
28 185
4 550 837
4 955 198
1 939 494
14 782 964

Included in (other income)/operating expenses


Foreign exchange loss/(gain) on revaluation of cash and cash
equivalents
Foreign exchange gain on revaluation of financial assets
Foreign exchange loss on revaluation of financial liabilities



92 794
(602 595 )
92 794
(602 595 )


(43 146 035 ) (48 277 957 ) (42 918 428 ) (48 277 957 )
34 160 473 29 735 039 34 160 473 29 735 039



-
69 295
69 295

244 605 155
-
244 605 155

20. Investment revenue


Interest revenue
Debentures
Interest Income from cash and cash equivalents

21. Fair value adjustments
Investment property (Fair value model)
Impairment of Investment Property


-
428 908
428 908

20 379 333
69 295
20 448 628

42 281 629 200 121 286


(1 800 000 )
-
40 481 629 200 121 286

20 208 174
428 908
20 637 082
31 065 321
(1 800 000 )
29 265 321

Impairment to investment property represents the reduction in fair value of certain properties as valued by an independent valuer, based on
market conditions.The reduction in value does not indicate cash loss to the company.

67

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
2014
2013
2014
2013



22. Finance costs


Interest paid to First National Bank Botswana Limited

5 094 317
9 030 921
5 094 317
9 030 921
Interest paid to Barclays Bank of Botswana Limited

7 866 122
6 191 882
7 866 122
6 191 882
Amortisation of debt issue costs

703 520
646 506
703 520
646 506


13 663 959 15 869 309 13 663 959 15 869 309
23. Taxation
Major components of the tax expense (income)
Current



Foreign withholding tax - current period

1 760 577
-
-
-
Foreign withholding tax - recognised in current tax for prior
681 210
-
-
-
periods






2 441 787
-
-
-
Deferred



Originating and reversing temporary differences

68 397 532 13 315 104 42 889 692
3 208 398



70 839 319 13 315 104 42 889 692
3 208 398
Reconciliation of the tax expense



Reconciliation between applicable tax rate and average effective tax rate.



Applicable tax rate

22.00 %
22.00 %
22.00 %
22.00 %
Permanent disallowances
Fair value surplus considered for capital gains tax
Effects of different country tax rate
Withholdings tax on foreign dividends

(19.40)%
17.04 %
(1.78)%
0.64 %
18.50 %

(14.16)%
(1.68)%
0.89 %
- %
7.05 %

(21.99)%
12.74 %
- %
- %
12.75 %

(17.06)%
(2.03)%
-%
- %
2.91 %

In the prior year no provision for tax had been made as the group has no taxable income due to tax losses available for set off and tax incentives in
Tanzania for Mlimani Holdings Limited, as stated below.The estimated tax loss for the company in Botswana available for set off against future taxable
income is P16 488 216 (2013: P 7 585 096).




Mlimani holdings Limited has been granted strategic investors status by the Government of Tanzania under which, Mlimani Holdings Limited will start
paying corporation tax after recovery of its investment.The tax incentives granted by the Government of Tanzania to the subsidiary has remained in
force through for the reporting period.



24. Auditors remuneration


Fees

588 502
405 300
457 788
317 300

68

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
2014
2013



25. Other comprehensive income

Components of other comprehensive income - Group - 2014


Gross
Exchange differences arising on translating of foreign operations

Exchange differences arising during the year

21 031 036
Components of other comprehensive income - Group - 2013

Gross

Exchange differences on translating foreign operations



Exchange differences arising during the year

34 791 243

2014

2013

Tax
Net

- 21 031 036
Tax
-

Net
34 791 243

26. Operating lease arrangements






Operating leases as lessor



Property rental income earned during the year is set out in note 18. At the balance sheet date, the company had contracted with its tenants for the
following future minimum contractual lease payments:


Rental Income



Not more than one year

170 092 238 148 890 133 105 230 865 88 663 366
Later than one year and not latter than five years

328 593 061 395 319 443 245 768 223 269 924 616
Later than five years

35 708 979 45 204 903 35 708 979 45 204 903


534 394 278 589 414 479 386 708 067 403 792 885
Operating leases relate to various investment properties owned by the group, average lease years between 1 to 5 years with the exception of a few
leases, which are between 10 to 25 years. Average annual escalation on these leases is 9%. Some of these leases have an option to renew for further
years, at market related rates, at the time of such renewal.The lessees do not have an option to purchase the property at the expiry of the lease year.




Two of the leases have contingent rent option and accordingly an amount of P 613 542 (2013: P 707 118) is recognised in the income statement as
contingent rent income.




Operating leases as lessee




Turnstar Holdings Limited



One of the leases for a land is held under a 75 year lease commencing from 1 April 2001 expiring on 31 March 2076. Upon expiry of the lease
period the property will revert to the Lessor with the development thereon. Consideration for this lease is payable at the rate of 10% of the gross
rentals received from the property built on this land, net of operating expenses for the first 10 years.Thereafter, the rental increases by 2.5% of the
gross rental (net of recoveries) every five years up to 40th year of lease.The lease rentals are held at 20% for 40th year to 50th year and thereafter
at 25% from 51st year to the 75th year. These rental payments are recognised as contingent rent expenses during the year amounting to P 8 995
003 (2013: P 8 086 596).



69

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

2013

26. Operating lease arrangements (continued)


With effect from 1 February 2013, the companys management has renegotiated the lease with the lessor (Roman Catholic Church) as per the
addendum, rent will be calculated at an agreed percentage as mentioned above on gross rental income billed.This change in the renal calculation is
Future leasing charges for the land are based at 12.5% of the gross rentals received, net of operating expenses, which cannot be estimated reliably
beyond one year. Estimated charges for the immediate following year would be P 10 354 929 (2013: P 8 086 596).



Mlimani Holdings Limited



The lease of land is held under a 50 years ground lease from the University of Dar es Salaam commencing from 01 October 2004 expiring on 30
September 2054, subject to a further 35 years renewal. Consideration for the lease is payable at the rate of 10% of the gross rentals received from
the property built on this land net of operating costs.These rental payments are recognised as contingent rent expenses during the year amounting
to P 7 187 171 (2013: P 6 216 931).



Future leasing charges for the land are based at 10% of the gross rentals received, net of operating expenses, which cannot be estimated reliably
beyond one year. Estimated charges for the immediate following year would be P 7 905 888 (2013: P 6 216 931).
27. Cash generated from operations
Profit before taxation
Adjustments for:
Depreciation and amortisation
Profit on foreign exchange
Finance income
Finance costs
Fair value adjustments
Movements in operating lease assets
Professional fees towards acquisition
Dividend income
Changes in working capital:
Trade and other receivables
Prepayments
Trade and other payables
Unclaimed debenture interest and dividend payable

28. Tax paid
Balance at beginning of the year
Current tax for the year recognised in profit or loss
Balance at end of the year

70

383 010 709



1 178 745
(7 847 250 )
(69 295 )
13 663 959
(244 605 155 )
(6 423 408 )
-
-

(1 511 548 )
-
857 597
37 001
138 291 355

2 325 082
(2 441 787 )
(2 057 548 )
(2 174 253 )

144 821 291 311 977 458



961 419
373 100
(19 145 513 ) (7 847 250 )
(428 908 ) (20 448 628 )
15 869 309 13 663 959
(40 481 629 ) (200 121 286 )
(3 591 173 ) (5 679 045 )
12 470 310
-
- (15 845 193 )

7 344 706
65 384
3 270 206
-
2 265 915 (2 042 795 )
121 039
37 001
123 476 972 74 132 705
1 351 634
-
(2 325 082 )
(973 448 )

340 700
-
(606 970 )
(266 270 )

110 228 492


351 288
(19 145 513 )
(20 637 082 )
15 869 309
(29 265 321 )
(1 543 910 )
12 470 310
(6 130 890 )
1 219 098
3 270 206
(65 898 )
121 039
66 741 128
1 351 634
(340 700)
1 010 934

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula

2014

29. Dividends paid




Balance at beginning of the year

(46 703 290 )
Dividends and debenture interest declared

(97 266 113 )
Balance at end of the year

53 210 285


(90 759 118 )
30. Basic and diluted earnings per linked unit


Basic and diluted earnings per linked unit is calculated by dividing
the earnings attributable to the Linked unit holders by the weighted
average number of Linked unit holders in issue during the year.
Basic and diluted earnings attributable to linked unit holders
- from continued operations

312 171 390
Basic earnings per linked unit (in pula)

0.546
Profit from continuing operations (in pula)

0.546
Profit from discontinued operations (in pula)

-
Diluted earnings per linked unit (in pula)

0.546
Weighted average number of linked units (as at year end)

572 153 603
Weighted average number of linked units (including issues after
572 153 603
year end)



31. Directors linked unit holdings

Directors


G H Abdoola - Beneficial

105 182 612
C. M. Lekaukau - Beneficial

500 000
N. W. Armstrong - Beneficial

500 000
A. J. Lemo - Beneficial

-
I. Nshakazhogwe - Beneficial

2 179 340


108 361 952
The Directors had the beneficial interest in Turnstar Holdings Limited as at year end.

2013

2014

2013

(25 645 861 ) (46 703 290 ) (25 645 861 )


(91 331 279 ) (97 266 113 ) (91 331 279)
46 703 290 53 210 285 46 703 290
(70 273 850 ) (90 759 118 ) (70 273 850)

131 506 187 269 087 766 107 020 094


0.234
0.470
0.191
0.234
0.470
0.191
-
-
0.234
0.470
0.191
561 432 498 572 153 603 561 432 498
561 432 498 572 153 603 561 432 498


106 070 179 105 182 612 106 070 179
500 000
500 000
500 000
500 000
500 000
500 000
350 000
-
350 000
2 179 340
2 179 340
2 179 340
109 599 519 108 361 952 109 599 519

71

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

32. Shareholders informations





Top ten linked unit holders



Stanbic Nominees Botswana (Proprietary) Limited RE: BIFM
79 567 686 114 955 652
Stanbic Nominees Botswana (Proprietary) Limited RE: AG

85 404 358 85 404 358
BPOPF



G H Group (Proprietary) Limited

105 182 612 36 070 179
FNB NOMS BW(PTY) LTD RE:FAM BPOPF1-10001028

25 032 632
-
FNB NOMS BW(PTY) LTD RE:BIFM BPOPLF WP

13 821 699
-
10001027



SCBN (PTY) LTD RE: BIFM DPF

14 070 114
-
SCBN (PTY) LTD RE: AG 211/002

22 991 923 22 991 923
FNB NOMINEES (PTY)LTD RE:CFM BPOPF10001011

- 11 887 971
MOTOR VEHICLE ACCIDENT FUND

16 950 000
-
Stanbic Nominees Botswana RE: GH Group

- 70 000 000
Associated Investment and Development Corporation

77 974 649 77 974 649
(Proprietary) Limited



FNB BW NOMS(PTY)LTDRE:IAM BPOPFP 10001031

- 23 513 850
FNB NOMS BW(PTY)LTDRE:BIFM BPOPF ACTIVE

40 878 679 34 199 719
10001025





481 874 352 476 998 301
Linked unit holder classification
The spread of Linked unit holders as at year end between
public and non public was as follows: (in percentage)



Public

41
38
Non Public

59
62


100
100

72

2014

2013

79 567 686 114 955 652


85 404 358 85 404 358
105 182 612
25 032 632
13 821 699

36 070 179
-

14 070 114
22 991 923
-
16 950 000
-
77 974 649

22 991 923
11 887 971
70 000 000
77 974 649

-
40 878 679

23 513 850
34 199 719

481 874 352 476 998 301

41
59
100

38
62
100

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula

2014

2013

2014

2013

33. Business combinations




Aggregated business combinations


Investment property

- 525 071 027
-
-
Property, plant and equipment

-
2 844 883
-
-
Operating lease asset

-
5 073 952
-
-
Trade and other receivables

-
8 485 425
-
-
Cash and cash equivalents

-
6 041 650
-
Deferred tax

- (64 505 466 )
-
Trade and other payables

- (9 271 820 )
-
Total identifiable net assets

- 473 739 651
-
Goodwill

- 42 762 109
-
-


- 516 501 760
-
Consideration paid



Cash

- (310 561 093 )
-
Equity - 77 558 140 linked units in Turnstar Holdings Limited
- (133 400 001 )
-
Additional equity - 42 174 806 linked units in Turnstar Holdings
- (72 540 666 )
-
Limited




- (516 501 760 )
-
Net cash outflow on acquisition


Cash consideration paid

- (516 501 760 )
-
Cash acquired

-
6 041 650
-


- (510 460 110 )
-
Island View (Proprietary) Limited


In the prior year the company acquired 100% of the voting equity interest in Island View (Proprietary) Limited which resulted in the company obtaining
control over Island View (Proprietary) Limited and its 100% owned subsidiary Mlimani Holdings Limited.

Goodwill of P 42 762 109 (USD 6 146 170) arising from the acquisition consists largely of the synergies and economies of scale expected from
combining the operations of the entities.







Fair value of assets acquired and liabilities assumed as at the acquisition date 22 February 2012




Investment property

- 525 071 027
-
Property, plant and equipment

-
2 844 883
-
Operating lease asset

-
5 073 952
-
Trade and other receivables

-
8 485 425
-
Cash and cash equivalents

-
6 041 650
-
Deferred tax

- (64 505 466 )
-
Trade and other payables

- (9 271 820 )
-
Total identifiable net assets

- 473 739 651
-
Goodwill

- 42 762 109
-


- 516 501 760
-
-

73

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
33. Business combinations (continued)

2014

2013

2014

2013

Acquisition date fair value of consideration paid






Cash

- (310 561 093 )
Equity 77 558 140 linked units in Turnstar Holdings Limited
- (133 400 001 )
Additional equity - 42 174 806 linked units in Turnstar

- (72 540 666 )
Holdings Limited





- (516 501 760 )
34. Contingencies



The group issued a guarantee in favour of Botswana Power Corporation for P 584 145 (2013: P 404 145).

-
-
-

35 Commitments


Authorised capital expenditure

Already contracted for but not provided for


Property, plant and equipment

74

200 906

200 906

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula
36. Related parties
Relationships
Subsidiaries

Related companies

































2014

2013

2014




Island View (Proprietary) Limited

Mlimani Holdings Limited
Affluence Agencies (Proprietary) Limited
AIDC (Proprietary) Limited

Auto City (Proprietary) Limited

B & T Traders (Proprietary) Limited

Blue Stone Holdings (Proprietary) Limited
Botswana Insurance Funds Management Limited

Botswana Life Insurance Limited

Boulavou (Proprietary) Limited

Cascadelle (Proprietary) Limited

CBD Filling Station (Proprietary) Limited
Consumer Industries (Proprietary) Limited
Damstock (Proprietary) Limited

Delta Cafe (Proprietary) Limited

Development Management Investment (Proprietary) Limited
Eleganza (Proprietary) Limited

Exim Bureau De Change (Proprietary) Limited

Exim Enterprises (Proprietary) Limited
Exponential Investments Limited

Fego (Proprietary) Limited

Finance House (Proprietary) Limited

G H Family Holdings (Proprietary) Limited
G H Investments (Proprietary) Limited
GH Group (Proprietary) Limited

Island View Distributors (Proprietary) Limited

Island View (Proprietary) Limited

Joes Filling Station (Proprietary) Limited
Kelsoft (Proprietary) Limited

Khumo Asset Management (Proprietary) Limited

Lion Motors (Proprietary) Limited

Maiteko Enterprises (Proprietary) Limited
Mlimani Holdings Limited
Notwane Industrial Estate (Proprietary) Limited

Opal Investments (Proprietary) Limited
Opal Investments (Proprietary) Limited
Petadco Paper Products (Proprietary) Limited

2013

75

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
36. Related parties (continued)










Directors








Members of key management


Related party balances



Amounts included in Trade receivable (Trade Payable)
regarding related parties

Khumo Property Assets Management (Proprietary) Limited
Mlimani Holdings Limited

Debenture asset and Investment
Mlimani Holdings Limited
Island View (Proprietary) Limited

Investment in shares
Mlimani Holdings Limited - Investment in shares

76

2014

2013

2014


Sonat Investments (Proprietary) Limited
Stanbic Bank Botswana Limited

The Square Mart (Proprietary) Limited
Track Holdings (Proprietary) Limited

Tshesebe Investments (Proprietary) Limited
Uni Build (Proprietary) Limited

Whale Exim Industries (Botswana) (Proprietary) Limited
Zambezi Motors (Proprietary) Limited
Zambezi Transport and Engineering Services (Proprietary)
Limited

C M Lekaukau (Chairman)

G H Abdoola (Managing Director appointed on 1 June 2013)
I Nshakazhogwe

J M Mothlbane(Managing Director resigned on 31 May 2013)
M K Nteta

M R Adelman (appointed on 2 April 2013)
N W Armstrong (resigned 16 April 2014)
P J Bezuidenhout (appointed on 2 April 2013)

P Pillar

G H Abdoola


-
-
-

-
-
-

-

2013



47 763
-
47 763
-
45 283
47 763
45 283
47 763

- 356 922 311 345 742 124
- 198 399 513 198 399 513
- 555 321 824 544 141 637

-
5
5

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

36. Related parties (continued)



Related party transactions

Debenture Interest paid to related parties



G H Group (Proprietary) Limited

13 298 116
5 664 721 13 298 116
Botswana Insurance Fund Management Limited

19 083 748
8 879 006 19 083 748
Leno Holdings (Proprietary) Limited

-
53 571
-
C M Lekaukau

63 215
26 786
63 215
Associated Investment and Development Corporation

9 858 315
-
9 858 315
(Proprietary) Limited



I Nshakazhogwe

275 533
116 750
275 533
N W Armstrong

63 215
26 786
63 215
Leno Holdings (Proprietary) Limited

62 785
-
62 785
Associated Investment Development Corporation

-
4 177 216
-


42 704 927 18 944 836 42 704 927
Dividends paid to related parties



G H Group (Proprietary) Limited

3 386 584
7 294 055
3 386 584
Botswana Insurance Fund Management Limited

4 859 996 11 466 576
4 859 996
Associated Investment Development Corporation

2 510 585
5 399 895
2 510 585
Leno Holdings (Proprietary) Limited

-
69 252
-
C M Lekaukau

16 099
34 626
16 099
I Nshakazhogwe

70 169
150 923
70 169
N W Armstrong

16 099
34 626
16 099


10 859 532 24 449 953 10 859 532

Rent received from related parties



Khumo Property Asset Management (Proprietary) Limited

(489 578)
(516 130)
(489 578)
Botswana Insurance Fund Management Limited

(1 980 694) (2 014 658) (1 980 694)
Botswana Life Insurance Limited

(7 926 715) (8 107 560) (7 926 715)
Development Management Investments (Proprietary) Limited
(128 800)
(258 665)
(128 800)


Directors Fees
C M Lekaukau
G H Abdoola
N W Armstrong
I Nshakazhogwe
P Pillar
T Kgatlwane (representing BIFM)
T Moremong
M K Nteta
P J Bezuidenhout
M R Adelman

2013

5 664 721
8 879 006
53 571
26 786
116 750
26 786
4 177 216
18 944 836
7 294 055
11 466 576
5 399 895
69 252
34 626
150 923
34 626
24 449 953
(516 130)
(2 014 658)
(8 107 560)
(258 665)

(10 525 787) (10 897 013) (10 525 787) (10 897 013)


186 000
131 400
186 000
131 400
95 345
177 156
82 000
135 290
209 000
175 550
209 000
175 550
208 000
138 190
208 000
138 190
203 019
186 594
187 000
132 770
-
33 880
-
33 880
-
94 825
-
61 930
212 000
-
212 000
142 000
-
142 000
180 000
-
180 000
1 435 364
937 595
1 406 000
809 010

77

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
36 Related parties (continued)
Legal and professional payments
Neil Armstrong

2014

206 074

2013

272 895

2014

206 074

2013

272 895

Dividend income and debenture Interest received from related parties


Milimani Holdings Limited

Island View (Proprietary) Limited



Underwriting fees

GH Group (Proprietary) Limited

Purchase consideration as part of business combination
GH Group (Proprietary) Limited (37 785 829 linked units)

-
-
-

-

-

- (20 379 333) (20 208 174)


- (15 845 193) (6 130 890)
- (36 224 526) (26 339 064)


581 585
-
581 585


64 991 626
- 64 991 626

Issue of share and linked units debentures as part of rights offer


GH Group (Proprietary) Limited ( 38 202 339 linked units)
I Nshakazhogwe ( 479 340 linked units)

Middleway Investments (Proprietary) Limited ( 140 982 linked
units)



-
-
-

-


65 708 023
824 465
242 489

66 774 977


-
-
-

-

66 774 977

Compensation to directors and other key management


J Mothlbane
G H Abdoola


960 000
1 140 000


1 516 500
-


960 000
1 140 000

1 516 500
-

2 100 000

1 516 500

2 100 000

1 516 500


65 708 023
824 465
242 489

As permitted by the sale agreement dated 27 June 2011 entered with the sellers of Island View (Proprietary) Limited and Mlimani Holdings
Limited being GH Group (Proprietary) Limited and Associated Investment Development Corporation (Proprietary) Limited, the company
waived some of the conditions precedent after the sellers executed a deed of guarantee on 24 December 2011 in favour of the company
binding themselves jointly and severally irrevocably and unconditionally to Turnastar Holdings Limited, to pay to Turnstar Holdings Limited any
shortfall that occurs during the guarantee period ending 31 January 2023.The following are conditions precedent which were waived:

78

confirmation of the existence in terms of law and duration, to the satisfaction of Turnstar Holdings Limited, of the tax incentives and
exemptions granted to Mlimani Holdings Limited by the Government of Tanzania including
i. any amendments to the Performance Contract necessary to give effect to the tax incentives and exemptions and
ii. the registration of the Performance Contract as required by law.
proof of publication, to the satisfaction of Turnstar Holdings Limited, of the Government Notices confirming the existence in terms of law of
the tax incentives and exemptions granted to Mlimani Holdings Limited and the duration thereof; and
the written consent of the Minister of Finance and Development Planning for Botswana to the sale of the shares in Island View (Proprietary)
Limited by GH Group (Proprietary) Limited and Associated International Development Corporation to Turnstar Holdings Limited.

Notes to the Consolidated Annual


Financial Statements

Figures in Pula

Group Company
2014

2013

2014

2013

36. Related parties (continued)


As per the deed of guarantee in the event of default the sellers,being GH Group (Proprietary) Limited and Associated Investment
Development Corporation (Proprietary) Limited, have agreed to pay Turnstar Holdings Limited and any shortfall which occurs in relation to
receivable by Turnstar Holdings Limited in respect of the debentures which shortfall is caused by the imposition upon Mlimani Holdings Limited
of the obligation to withhold tax on any interest which is payable by Mlimani Holdings Limited to Turnstar Holdings Limited for the debentures
and the profit of Mlimani Holdings Limited otherwise available for distribution to shareholders by way of dividend, which shortfall is the result
of the imposition of income tax on Mlimani Holdings Limited, provided that any such payment does not exceed the sum of USD 6 million being
the maximum guarantee amount.


As security for due performance by GH Group (Proprietary) Limited and Associated Investment Development Corporation (Proprietary)
Limited of the obligations pledged upon them by the terms of the above guarantee and undertaking, GH Group (Proprietary) Limited and
Associated Investment Development Corporation (Proprietary) Limited have each pledged 10 million linked units in favour of Turnstar Holdings
Limited.



There are no changes to the conditions relating to P 10 million linked units pledged each by G H Group (Proprietary) Limited and Associated
Investment Development Corporation (Proprietary) Limited in favour of the company. The pledge remained in force during the reporting
period.



37. Directors emoluments
Executive
2014
Emoluments Bonus and leave
Total

pay

For services as directors

2 100 000
120 000
2 220 000

2013
Emoluments Bonus and leave
Total

pay
For services as directors

1 304 000
212 500
1 516 500
Non-executive

2014
Directors fees
For services as directors



1 406 000

Total
1 406 000

2013
Directors fees
For services as directors



937 595

Total
937 595

79

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

2013

38. Risk management


Capital risk management





The groups objectives when managing capital are to safeguard the groups ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.



The capital structure of the group consists of debt, which includes the borrowings disclosed in notes 15 cash and cash equivalents disclosed in note
13, and equity as disclosed in the statement of financial position.
In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, issue new shares or sell
assets to reduce debt.




The group management maintains the threshhold of borrowing powers in line with the limits specified by the board of directors.




This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non-current borrowings
as shown in the statement of financial position) less cash and cash equivalents.Total capital is calculated as equity as shown in the

statement of financial position plus net debt.





The groups strategy is to maintain a gearing ratio of between 0% to 40%.





The company has availed credit facilities from Barclays Bank Botswana Limited, these credit facilities are attached with financial covenants as
referred in note 15.The company during the year has not breached any of the covenants referred to.




There have been no changes to what the entity manages as capital, the strategy for capital maintenance or externally imposed capital requirements
from the previous year.




The gearing ratio at 2014 and 2013 respectively were as follows:




Total borrowings




Borrowings
15
336 148 458 341 710 088 336 148 458 341 710 088
Less: Cash and cash equivalents
13
74 239 026 82 936 100 66 040 234 69 451 972
Net debt

261 909 432 258 773 988 270 108 224 272 258 116
Total equity

1 325 094 311 1 082 651 001 1 201 702 315 1 023 373 665

Total capital

1 587 003 743 1 341 424 989 1 471 810 539 1 295 631 781

Gearing ratio

17 %
19 %
18 %
21 %

80

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula

2014

2013

2014

2013

38. Risk management (continued)


Financial risk management
The groups activities expose it to a variety of financial risks: market risk including currency risk and cash flow interest rate risk, credit risk and liquidity risk.




The groups overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on
the groups financial performance.





Risk management is carried out by a group finance department under policies approved by the Board. Group finance department identifies and
evaluates financial risks in close co-operation with the groups operating management.The Board provides principles for overall risk

management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, and investment of excess liquidity.
Liquidity risk
Liquidity risk is the risk that operations cannot be funded and financial commitments cannot be met timeously and cost effectively. The risk
arises from both the difference between the magnitude of assets and liabilities and the disproportion in their maturities. Liquidity risk management
deals with the overall profile of the statement of financial position, the funding requirements of the company and cash flows. In quantifying the
liquidity risk, future cash flow projections are simulated and necessary arrangements are put in place in order to ensure that all future cash flow
commitments are met from the working capital generated by the company and also from available financial institutions facilities




The table below analyses the groups financial liabilities and financial assets into relevant maturity groupings based on the remaining period at the
statement of financial position to the contractual maturity date.The amounts disclosed in the table are the contractual discounted cash
Group Financial Liabilities

At 31 January 2014
Due not more
Due after one
Due after Due after one

than one month but not three months
year

month
more than but not than

three months
one year

Borrowings

3 243 213
9 643 887
4 166 667 319 094 691
Trade and other payables

5 865 443
-
-
Security deposit

-
-
-
12 923 171
Retention

-
-
52 219
-

81

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

2013

38. Risk management (continued)


At 31 January 2013
Due not more

than one

month

Borrowings
Trade and other payables
Security deposits
Retention

7 498 827
5 816 488
-
-

Due after one Due after Due after one


month but not three months
year
more than but not than
three months
one year
6 454 113
-
-
-

29 043 506

-

-
2 238 972

298 713 642


11 064 044
-

Company Financial Liabilities



At 31 January 2014

Due not more
Due after one Due after Due after one

than one
month but not three months
year

month
more than but not than

three months
one year
Borrowings
Trade and other payables
Security deposit
Retention

3 243 213
5 295 893
-
-

9 643 887
-
-
-

4 166 667
-
5 068 669
52 219

319 094 691


-

At 31 January 2013

Due not more
Due after one Due after Due after one

than one
month but not three months
year

month
more than but not than

three months
one year
Borrowings
Trade and other payables
Security deposits
Retention

82

7 498 827
5 295 893
-
-

6 454 113
-
-
-

29 043 506

-

-
2 238 972

298 713 642


4 346 005
-

Notes to the Consolidated Annual


Financial Statements
Group Company
Figures in Pula


38. Risk management (continued)

2014

2013

2014

2013

Group Financial Assets


At 31 January 2014

Due not more

than one

month

Cash and cash equivalents




74 239 026
Trade and other receivables




11 399 956





At 31 January 2013



Due not more

than one

month

Cash and cash equivalents




82 936 100
Trade and other receivables




10 044 884
Company Financial Assets





At 31 January 2014



Due not more

than one

month

Cash and cash equivalents




66 040 234
Trade and other receivables




7 684 232
At 31 January 2013


D
ue not more Due after one

than one
year

month
Other financial assets



- 345 742 129
Cash and cash equivalents


69 451 972
Trade and other receivables


7 733 358
-

83

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula


38. Risk management (continued)

2014

2013

2014

2013

Interest rate risk







As the group has no significant interest-bearing assets, however, the company has significant interest-bearing borrowings.The groups income and
operating cash flows are substantially independent of changes in market interest rates.
The groups interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the group to cash flow interest rate risk. During
2014 and 2013, the groups borrowings at variable rate were denominated in the Pula and US Dollar.





At 31 January 2014, if interest rates on Pula-denominated borrowings had been 0.5% higher/lower with all other variables held constant, pre-tax profit for
the year would have been 2014 P 265 285 (2013: P 451 507) (Company P 265 285 (2013: P 451 507)) lower/higher, mainly as a result of higher/lower
interest expense on floating rate borrowings.





At 31 January 2014, if interest rates on US Dollar-denominated borrowings and other financial assets had been 0.5% higher/lower with all other variables
held constant, pre-tax profit for the year would have been 2014 P 244 044 (2013: P 248 227) (Company P 244 044 (2013: 1 341 086)) on the group
lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings.





Group cash flow interest rate risk
Financial instrument
Current interest Due in less than Due in one to Due in two to Due in three to Due after five

rate
a year
two years three years
four years
years
Cash in current banking institutions-
3.00 %
24 327 775
-
-
-
-
call account




Short term deposits
4.00 %
35 547 262
-
-
-
Borrowings in USD LIBOR
2.08 %
12 887 100
-
-
- 223 261 358
Borrowings in BWP at local rate
9.00 %
4 166 667 16 666 667 16 666 667 16 666 667 45 833 333
Company cash flow interest rate risk
Financial instrument
Current interest Due in less than Due in one to Due in two to Due in three to Due after five

rate
a year
two years three years
four years
years
Cash in current banking institutions-
3.00 %
24 327 775
-
-
-
call account




Short term deposits
4.00 %
35 547 262
-
-
-
Investment in debentures of Mlimani
6.00 %
-
-
-
- 356 922 311
Holdings Limited




Borrowings in USD at LIBOR
2.08 %
12 887 100
-
-
- 223 261 358
Borrowings in BWP at local rate
9.00 %
4 166 667 16 666 667 16 666 667 16 666 667 45 833 333

84

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
2014
2013
2014
2013



38. Risk management (continued)
Credit risk
Credit risk consists mainly of cash deposits, cash equivalents, and trade debtors.The company only deposits cash with major banks with high quality
credit standing and limits exposure to any one counter-party.

Credit risk is the risk of financial loss to the Group if a tenant or counterparty to a financial instrument fails to meet its contractual obligations and
arises principally from the lease of office space to tenants.The Group has addressed this risk by developing a credit policy, which guides on what steps
to take when faced with such risk.



Financial assets exposed to credit risk at year end were as follows:


Financial instrument
Group - 2014
Group - 2013 Company - 2014 Company - 2013
Trade and other receivables

11 399 956 10 044 884
7 684 232
7 733 358
First National Bank of Botswana Limited

10 612 591 10 436 967 10 612 591 10 436 967
Barclays Bank of Botswana Limited

19 879 104 28 333 016 19 879 104 28 333 016
Exim Bank Tanzania Limited


6 572 013
5 844 652
-
Barclays Bank Tanzania Limited


1 551 225
7 563 497
-
Stannic Money Market Fund and African Alliance Botswana
35 547 262 30 678 823 35 547 262 30 678 823
Foreign exchange risk



The group operates within Sub-sahara Africa and is exposed to foreign exchange risk arising from various currency exposures, primarily with
respect to the US dollar, South African Rands and the Tanzanian Shillings. Foreign exchange risk arises from future commercial transactions,
recognised assets and liabilities and net investments in foreign operations.

The group owns Tanzanian subsidiary company which holds investment property in Tanzania and is accordingly exposed to foreign exchange
risk in respect of financial assets and liabilities that are not in the groups functional currency which is the Botswana Pula.The during the year the
group has not hedged the foreign exchange fluctuations arising from net investments in foreign operations.
Group



At 31 January 2014, if the currency had strengthened by 10% against the US dollar with all other variables held constant, pre-tax profit for the year
would have been P 20 357 155 (2013: P 19 886 705Nil) higher, mainly as a result of foreign exchange gains on translation of US dollar

denominated financial assets and borrowings.



At 31 January 2014, if the currency had weakened by 10% against the US dollar with all other variables held constant, pre-tax profit for the year
would have been P 24 880 967 (2012: P Nil) lower, mainly as a result of foreign exchange losses on translation of US dollar denominated financial
assets and borrowings.



Company



At 31 January 2014, if the currency had strengthened by 10% against the US dollar with all other variables held constant, pre-tax profit for the year
would have been P 12 180 644 (2013: P 11 435 565) higher, mainly as a result of foreign exchange gains on translation of US dollar denominated
financial assets and borrowings.



At 31 January 2014, if the currency had weakened by 10% against the US dollar with all other variables held constant, pre-tax profit for the year
would have been P 14 887 454 (2013: P 13 976 802) lower, mainly as a result of foreign exchange losses on translation of US dollar denominated
financial assets and borrowings.

85

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula

2014

2013

2014

2013

38. Risk management (continued)


Foreign currency exposure at the end of the reporting period
Current assets

Debenture US Dollar Nil (Company 39 207 838 (2013: 42 723
856)

Trade and other receivables USD 604 644

Cash and cash equivalents, US Dollar 2 772 623 2013 USD 1
866 695 (2013: USD 3 244 016) (Company USD 1 866 695
(2013: USD 3 244 016))

Liabilities
Borrowings 2013: USD 25 814 819 (2013: USD 30 623 107)
(Company USD 25 814 819 (2013: USD 30 623 107))
Trade and other payables USD 1 566 432

Exchange rates used for conversion of foreign items were:


USD


-

5 427 684
24 879 925


- 356 922 311 345 742 124

-
-
26 161 245 16 756 688 26 161 245



239 691 914 241 710 088 239 691 914 241 710 088


14 544 401
-
-

0.11


0.14

0.11

0.14

39. Fair value measurement


Fair value measurement of financial instruments



Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value
hierarchy.The three Levels are defined based on the observability of significant inputs to the measurement, as follows:




Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities


Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: unobservable inputs for the asset or liability.



The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value at 31 January 2014.




Financial assets at Level 2



Investment in debentures - Mlimani Holdings Limited

-
- 356 922 311 345 742 124
Financial liabilities at level 2
Barclays Bank of Botswana Limited - Loan 1
Barclays Bank of Botswana Limited - Loan 2

86


280 672 833
124 333 333
405 006 166


- 280 672 833
- 124 333 333
- 405 006 166

Notes to the Consolidated Annual


Financial Statements

Figures in Pula
39. Fair value measurement (continued)
There were no transfers between Level 1 and Level 2 in 2013.

Group Company
2014

Measurement of fair value of financial instruments




The valuation techniques used for instruments categorised in Levels 2 and 3 are described below:

2013

2014

2013

US-dollar loan from Barclays Bank of Botswana Limited (Level 2)





The fair values of the US-dollar loan are estimated using a discounted cash flow approach, which discounts the contractual cash flows using discount
rates derived from observable market interest rates of similar loans with similar risk.The interest rate used for this calculation is LIBOR plus 1.85%.
BWP loan from Barclays Bank of Botswana Limited (Level 2)


The fair values of the Botswana Pula loan are estimated using a discounted cash flow approach, which discounts the contractual cash flows using
discount rates derived from observable market interest rates of similar loans with similar risk.The interest rate used for this calculation is prime minus 2%.
Fair value measurement of non-financial assets



The following table shows the Levels within the hierarchy of non-financial assets measured at fair value on a recurring basis at 31 January 2014.




The investment property fair value information disclosed below are based on independent valuers report.The independent valuation was carried
out 1 February 2014. Refer to details under note 4.




Investment property
Level 3



Ex - Bifm house

31 700 000
- 31 700 000
Plot 63 Commerce Park

11 400 000
-
1 400 000
Plot 14444 Citroen

8 500 000
-
8 500 000
Tapologo Apartments

29 500 000
- 29 500 000
Mogoditshane Flats

11 700 000
- 11 700 000
Nzano Shopping Centre

93 300 000
- 93 300 000
Game City

680 000 000
- 680 000 000
Supa Save Mall

23 800 000
- 23 800 000
Fairgrounds

115 482 000
- 115 482 000
Mlimani City

747 755 839
-
-
Less operating lease asset

(31 593 921 )
- (23 728 342 )


1 721 543 918
- 981 653 658



Information about valuation techniques and inputs used to derive level 3 fair values


87

Notes to the Consolidated Annual


Financial Statements

Figures in Pula

Group Company
2014

2013

2014

2013

39. Fair value measurement (continued)


Company




Investment property - Retail segment



Retail segment comprises of the following properties Game City Shopping Centre, Nzano Shopping Centre, Super Save Mall. The fair values of
these properties determined by independent valuers is Pula 797 000 000. The fair values of these properties are estimated using an income
approach which capitalises the estimated rental income stream, net of projected operating costs, using a discount rate derived from market
yields implied by recent transactions in similar properties.The estimated market rental per square meter used by the valuer in the projected cash
flows are within the range of future contractual rent agreed by the company with its tenants. The estimated rental stream takes into account
current occupancy level, estimates of future vacancy levels, rental escalation as per lease agreements signed by the tenants.



Investment property - Commercial segment



Commercial segment comprises of the following properties Turnstar House, Fairgrounds, Plot 63 in Commerce Park and Plot 14444
Hyundai. There fair values of these properties determined by independent valuers is Pula 187 600 000. The fair values of these properties are
estimated using an income approach which capitalises the estimated rental income stream, net of projected operating costs, using a discount rate derived f r o m
market yields implied by recent transactions in similar properties.The estimated market rental per square meter used by the valuer in the projected cash
flows are within the range of future contractual rent agreed by the company with its tenants.The estimated rental stream takes into account current
occupancy level, estimates of future vacancy levels, rental escalation as per lease agreements signed by the tenants.

Investment property - Residential segment


Residential segment comprises of the following properties Mogodithshane Flats and Taplogo Apartments. There fair values of these
properties determined by independent valuers is Pula 41 200 000. The fair values of these properties are estimated using an income approach
which capitalises the estimated rental income stream, net of projected operating costs, using a discount rate derived from market yields implied by
recent transactions in similar properties.The estimated market rental per square meter used by the valuer in the projected cash flows are within
the range of future contractual rent agreed by the company with its tenants.The estimated rental stream takes into account current occupancy
level, estimates of future vacancy levels, rental escalation as per lease agreements signed by the tenants.




The most significant inputs, all of which are unobservable, are the discount rate, long term revenue growth rate, long term expenditure growth
rate, estimated rental value, reversionary capitalisation rate and assumptions about vacancy levels. The estimated fair value increases if the
estimated rental increases, long term revenue growth rate increases, long term expenditure rate reduces, rental escalation increases, discount rate
and reversionary discount rate declines The overall valuations are sensitive to all these assumptions.The the valuation was done on 1 February
2014 and the inputs used in the valuations for the year ended 31 January 2014 were:

88

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
2014
2013
2014
2013

39. Fair value measurement (continued)
Assumptions


Retail Commercial Residential
Average discount rate


8.25- 12%
9-10%
5-9.5%
Average occupancy rate


100%
96%
88%
Long-term revenue Growth Rate - As per valuation


6%
5%
6%
Long-term expenditure Growth Rate - As per Valuation


8%
8%
8%
Discounted cash flow period


5
5
5
Average lease period


2 - 25 Yrs
3-5 years
1-2 years
Average Escalation/ Rental- From MDA


8-9%
8-10%
9-10%
Current rental per Month (sqm)/(unit)


P84.314
P 80.62
P 5 388.45
Gross rental per Month (sqm)/(unit)


P 90.277
P 89.86
P 5 502.86
Market rental per Month (sqm)/(unit)


P 90.9737
P 76.90
P 5 858.25




Mlimani Holdings Limited




Mlimani Holdings Limited properties comprises of the following properties Retail, Office Park, Conference and Housing centre with there fair
values determined by independent valuers at USD 41 400 000, USD 29 600 000, USD 3 500 00 and USD 4 800 000 respectively. The fair values
of these properties are estimated using an income approach which capitalises the estimated rental income stream, net of projected operating costs,
using a discount rate derived from market yields implied by recent transactions in similar properties.The estimated market rental per square meter
used by the valuer in the projected cash flows are within the range of future contractual rent agreed by the company with its tenants.The estimated
rental stream takes into account current occupancy level, estimates of future vacancy levels, rental escalation as per lease agreements signed by the
tenants.




Assumptions
Income capitalisation rate

Discount rate

Average occupancy rate

Long-term revenue Growth Rate - As per valuation

Long-term expenditure Growth Rate - As per Valuation

Discounted cash flow period

Average lease period

Average Escalation/ Rental- From MDA

Average rental per Month (sqm)/(unit)

Market rental per Month (sqm)/(unit)

Gross rent per month (US$)

Retail
-
82.5%
90-100%
6%
7%
5 years
5 - 10 years
3-5%
USD 19.23
USD 21.62
-

Office Park Conference Centre Housing


-
-
10.5%
9%
13%
90-100%
-
100%
6%
-
7%
-
5 years
-
5-6 years
-
3-5%
-
USD 22.24
-
USD 25.00
-
- 1 550 - 1 365
800-1 400

89

Notes to the Consolidated Annual


Financial Statements

Group Company

Figures in Pula
2014
2013
2014

39. Fair value measurement (continued)
The reconciliation of the carrying amounts of non-
financial assets classified within Level 3 is as follows:




Balance at 1 February 2013

1 404 194 076
- 781 480 702
- additions to investment property

51 670
-
51 670
- increase in fair value of investment property

265 123 155
- 220 639 286
- exchange differences on translating foreign operations

72 693 017
-
-
Balance at 31 January 2014

1 742 061 918
- 1 002 171 658

2013

Sensitivity analysis for recurring fair value measurements







The group carried out fair valuation of all the properties. These valuations were based on physical inspection.The valuation assumptions contained
unobservable inputs which have been mentioned above. Any changes to the unobservable inputs would have an upward or downward impact on
the net profit before tax and the investment property values.



90

Notes to the Consolidated Annual


Financial Statements
40. Segment Report
Primary segment Geographical segment

2014
2013
2014
2013
2014
2013
Figures in Pula Figures in Pula

Botswana
Botswana
Tanzania
Tanzania Consolidated Consolidated

Revenues from
external customers 128192 965 116 364400
Inter segmentrevenues
-
-
Total segment
revenues 128192 965 116 364400
Segment property
directand indirect
expenses
35047 763 33 807104
Segment
operating profit
93145 202 82 557296

94910307 75 932074 223103 272 192296 474


-
-
-
94910307 75 932074 223103 272 192296 474
28483843 22 012849 63531 606 55819 953
66426464 53 919225 159571 666 136476 521

Segment Assets 1085497 109 880 563180 819496 652 700 283896 1904 993761 1580847 076
Secondary segment - Operatingsegment

2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
Figures in Pula Figures in Pula
Revenues
Retail
Retail
Commercial
Commercial
Consolidated

Botswana
Botswana
Tanzania
Tanzania Botswana
Botswana
Tanzania
Tanzania

Rental income from
externalcustomers 99635 180 87 621172 49747315 41 442714 28557 787 28743 228 45162 990 34489360 223103 272 192296 474
-
-
-
-
-
-
-
-
Inter segmental revenues
-
Total segmentrevenues 99635 180 87 621172 49747315 41 442714 28557 787 28743 228 45162 990 34489360 223103 272 192296 474
Segment expenses 29740 419 28 387163 14576505 18 754985 5307 344 5419 941 13907 339 3257863 63531607
55819 952
Segment operating profit 69894 761 59 234009 35170810 22 687729 23250 443 23323 287 31255 651 31231497 159571 665 136476 522
Reconciliation ofgroup net profitbefore tax
Total reporting segmentoperating profit

Professional fee towards acquisition

Salaries and wages

Loss onexchange difference

Profit on exchangedifferences

Fairvalue adjustments

Finance income

Otherincome

Sundryincome

Corporate expenses

Operatingprofit

Impairment of fair values

Finance costs

Group profitbefore tax

2014
159 571 665
-
- 12 803 144
- 34 160 473
43 146 035
244 605 155
69 295
3 652 581
2 120 035
- 9 526 480
396 674 668
-
- 13 663 959
383 010 709

2013
136 476 521
12 470 310
-12 956 074
-35 483 552
48 880 552
42 281 634
428 908
2 185 023
1 021 592
-7 873 689
162 490 605
- 1 800 005
-15 869 309
144 821 291

91

Notice of the 2014 Annual


General Meeting
Notice is hereby given that the 2014 Annual General Meeting of TURNSTAR HOLDINGS LIMITED will be held at 17:30 hours on Thursday 14
August 2014 at Gaborone Sun Hotel, Gaborone, Botswana for transacting for the following business agenda.
Agenda:
1. To read the notice convening the meeting.
2.

To receive, consider and adopt the Audited Financial Statements for the year ended 31 January 2014 together with the Report of Auditors to
the Board of Directors.

3.

To approve the distribution of dividend and payment of interest as recommended by directors.

4.

To re-elect the following directors of the company

Cuthbert M Lekaukau
Mokgadi K Nteta

Who retire by rotation in terms of 63 of the Articles of Association and, being eligible, offer themselves for re-election.

5.

To approve the remuneration of the directors for the year ended 31 January 2014.

6.

To appoint Auditors for the ensuing year and authorize the directors to fix their remuneration.

7.

The answering by the Directors and Management of questions put by holders of linked units in respect of the affairs and the business of the
company.

A member entitled to attend and vote may appoint a proxy (who need not be a member of the company) to attend and vote for him/her on his/her
behalf. The instrument appointing such a proxy must be lodged at or posted to the registered office of the company not less than 48 hours before
the meeting.
By order of the Board
LEO BUSINESS SERVICES (PROPRIETARY) LIMITED
Company Secretaries
Gaborone.
12 June 2014
REGISTERED OFFICE:
Plot 50370, Acumen Park
Fairgrounds
P O Box 1172
Gaborone

92

Form of Proxy
I / We _____________________________________________________________________________________________________________
being a member of Turnstar Holdings Limited do hereby appoint
_____________________________________________________________ of ___________________________________________________
or failing him ___________________________________________________________________________
of ____________________________________________________________________________________ or failing him the
Chairman of the meeting as my/our proxy to attend, speak and vote for me/us on my/our behalf at the General meeting of members of the company to
be held on and at any adjournment thereof.
Signed this the ____________________________ day of _______________________ 2014.

Signature:

Name:

Capacity:

93

94

Notes

95

Notes

96

Headquarters

Turnstar House
1131-37 Queens Road, Main Mall
Gaborone, Botswana
Phone: (+267) 393 6105
Fax: (+267) 393 6169
E-mail: info@turnstar.co.bw
Website: www.turnstar.co.bw