98
ADMINISTRATION COMPANY NAME ACUCAP PROPERTIES LIMITED (REGISTRATION NO. 2001/021725/06) COMPANY SECRETARY BADEN MARLOW CA (S.A.) REGISTERED OFFICE SUITE A11, WESTLAKE SQUARE, WESTLAKE DRIVE, WESTLAKE, CAPE TOWN PO BOX 31079, TOKAI, 7966 JSE CODE ACP ISIN ZAE 000037651 WEBSITE HTTP://WWW.ACUCAP.CO.ZA E-MAIL [email protected] TRANSFER SECRETARIES COMPUTERSHARE INVESTOR SERVICES (PTY) LIMITED 70 MARSHALL STREET, JOHANNESBURG DEBENTURE TRUSTEE EDWARD NATHAN SONNENBERGS INC. 3RD FLOOR, EDWARD NATHAN BUILDING, 150 WEST STREET, SANDOWN, SANDTON AUDITORS KPMG INC. MSC HOUSE, 1 MEDITERRANEAN STREET, FORESHORE, CAPE TOWN SPONSOR NEDBANK CAPITAL LEVEL 3, F BLOCK, 135 RIVONIA ROAD, SANDTON COMMERCIAL BANKERS NEDBANK LIMITED 8TH FLOOR, NEDBANK BUILDING, 57 HEERENGRACHT, FORESHORE, CAPE TOWN UNIT HOLDERS DIARY Financial year-end 31 March 2010 Publication of final results 3 June 2010 Final distribution announced 3 June 2010 Final distribution paid 28 June 2010 Annual report posted to unit holders 30 June 2010 Annual general meeting 27 August 2010 Interim reporting date 30 September 2010 Publication of interim report 17 November 2010 Interim distribution announced 17 November 2010 Interim distribution paid 13 December 2010 Financial year-end 31 March 2011 Final distribution announced 9 June 2011 Publication of final results 9 June 2011 Final distribution paid 4 July 2011

ADMInISTRATIOn fACT ShEET

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Acucap is a member of:

COMPAny nAME Acucap Properties Limited

(Registration No. 2001/021725/06)

ChAIRMAn Of ThE bOARD Prof Brian Kantor

bOARD Of DIRECTORS BS Kantor, FM Berkeley, RC Frolich, N Mandindi,

MS Moloko, CB Marlow, JH Rens, B Stevens,

PA Theodosiou, NDC Whale

Independent non-executive 7

Executive 3

10

ChAIRMAn Of ThE AUDIT COMMITTEE Frank Berkeley

ChAIRMAn Of ThE REMUnERATIOn & InTEREST RATE COMMITTEES

Brian Kantor

ChAIRMAn Of ThE InvESTMEnT COMMITTEE Rolf Frolich

MAnAgIng DIRECTOR Paul Theodosiou

AvERAgE ATTEnDAnCE Of DIRECTORS’ MEETIngS 92% (2009: 91%)

DISTRIbUTIOn PER UnIT (CEnTS) 259.26 (2009: 244.06)

nUMbER Of InvESTMEnT PROPERTIES 34 (2009: 36)

PORTfOLIO gLA 433 620 m2 (2009: 421 106 m2)

vALUATIOn R5 500 million (2009: R4 972 million)

LInkED UnITS In ISSUE 158 173 748 (2009: 146 670 099)

nET ASSET vALUE PER LInkED UnIT R28.18 (2009: R26.53)

MARkET CAPITALISATIOn AT 31 MARCh 2010 R5 212 million (2009: R4 048 million)

TRADE In LInkED UnITS fOR ThE yEAR 25% of weighted average number of units in issue (2009: 36%)

UnIT PRICE (CEnTS) Opening 2 760

high 3 375

Low 2 528

Closing 3 295

bORROwIngS R2 343 million (2009: R2 286 million)

wEIghTED AvERAgE bORROwIng COST 10.04% (2009: 10.80%)

gEARIng % 37% (2009: 39%)

vACAnCIES AS A PERCEnTAgE Of gROSS LETTAbLE AREA 4.3% (2009: 2.9%)

LEASES by InCOME hAvIng ExPIRy DATES bEyOnD 5 yEARS 10.7% (2009: 17%)

COnTRIbUTIOn Of nATIOnAL TEnAnT gROUPS TO InCOME 60% (2009: 57%)

fACT ShEETADMInISTRATIOn

COMPAny nAME ACUCAP PROPERTiES LiMiTED

(REgiSTRATiON NO. 2001/021725/06)

COMPAny SECRETARy BADEN MARLOW CA (S.A.)

REgISTERED OffICE SUiTE A11, WESTLAKE SqUARE, WESTLAKE DRivE,

WESTLAKE, CAPE TOWN

PO BOx 31079, TOKAi, 7966

JSE CODE ACP

ISIn ZAE 000037651

wEbSITE HTTP://WWW.ACUCAP.CO.ZA

E-MAIL [email protected]

TRAnSfER SECRETARIES COMPUTERSHARE iNvESTOR SERviCES (PTy) LiMiTED

70 MARSHALL STREET, JOHANNESBURg

DEbEnTURE TRUSTEE EDWARD NATHAN SONNENBERgS iNC. 3RD FLOOR,

EDWARD NATHAN BUiLDiNg, 150 WEST STREET, SANDOWN, SANDTON

AUDITORS KPMg iNC. MSC HOUSE, 1 MEDiTERRANEAN STREET,

FORESHORE, CAPE TOWN

SPOnSOR NEDBANK CAPiTAL LEvEL 3, F BLOCK, 135 RivONiA ROAD, SANDTON

COMMERCIAL bAnkERS NEDBANK LiMiTED 8TH FLOOR,

NEDBANK BUiLDiNg, 57 HEERENgRACHT, FORESHORE, CAPE TOWN

UnIT hOLDERS DIARy

Financial year-end 31 March 2010

Publication of final results 3 June 2010

Final distribution announced 3 June 2010

Final distribution paid 28 June 2010

Annual report posted to unit holders 30 June 2010

Annual general meeting 27 August 2010

Interim reporting date 30 September 2010

Publication of interim report 17 November 2010

Interim distribution announced 17 November 2010

Interim distribution paid 13 December 2010

Financial year-end 31 March 2011

Final distribution announced 9 June 2011

Publication of final results 9 June 2011

Final distribution paid 4 July 2011

4879 Acucap cover.indd 2 6/18/10 12:32:38 PM

2010 ANNUAL REPORT 1

cONTENTs

[01] Salient FeatureS 03

[02] chairman’S report 07

[03] directorate 15

[04] executive report 19

[05] corporate governance review 35

[06] annual Financial StatementS 39

[07] Schedule oF inveStment propertieS 99

[08]

notice oF annual general meetingForm oF proxyFact Sheet 105

2010 ANNUAL REPORT 3

“The economic health of the major retail

chains that are so important in the letting life

of Acucap has been very well sustained despite

the weakness of household spending.”

[01]sALIENT FEATUREs

4 AcUcAP PROPERTIEs LTD

DATE OF LIsTINg ON JsE: 27 MARch 2002

MArch 2003

MArch 2004

MArch 2005

MArch 2006

MArch 2007

MArch 2008

MArch 2009

MArch 2010

distribution per unit - cents 137.32 140.45 148.75 167.32 189.92 221.11 244.06 259.26

growth in distribution 2.3% 5.9% 12.5% 13.5% 16.4% 10.4% 6.2%

cpi 0.4% 3.0% 3.4% 6.1% 10.6% 8.5% 6.1%

initial distribution escalated by cpi 137.87 142.01 146.83 155.79 172.30 186.95 198.35

weighted average number of units in issue during the year ('000) 38,328 47,525 53,861 67,463 85,856 120,006 144,921 151,708

number of units in issue at year-end ('000) 39,635 50,171 66,579 68,589 101,989 137,470 146,670 158,174

investment property value (r'm) 913 1,068 1,666 2,367 2,788 5,025 4,972 5,500

other property assets (r’m) - - 23 2 95 605 388 341

listed investments (r’m) - - 29 - 424 670 642 817

total investment portfolio (r’m) 913 1,068 1,718 2,369 3,307 6,300 6,002 6,658

Borrowings (r’m) 451 416 633 662 601 2,453 2,286 2,343

gearing ratio 49.4% 39.0% 36.8% 27.9% 18.2% 38.9% 38.1% 35.2%

net asset value per unit (rand) 10.56 11.63 15.02 21.30 24.53 26.49 26.53 28.18

closing market price (rand) 10.60 12.85 16.80 27.20 31.56 28.15 27.60 32.95

premuim 0.4% 10.5% 11.9% 27.7% 28.7% 6.3% 4.0% 16.9%

movement in unit price 19.6% 21.2% 30.7% 61.9% 16.0% -10.8% -2.0% 19.4%

total return 34.5% 42.3% 71.9% 23.0% -3.8% 6.7% 28.8%

market capitalisation (rm) 420 644 1,118 1,865 3,219 3,870 4,048 5,212

property loan Stock index at year end 428 469 634 1,045 1,224 1,109 1,115 1,285

change on previous year 9.63% 35.27% 64.83% 17.13% -9.36% 0.53% 15.21%

gross lettable area 198,165 245,986 303,788 304,311 333,664 439,329 421,106 433,620

retail 157,700 159,370 197,578 198,101 221,330 306,255 295,736 313,788

office 40,465 44,697 42,231 42,231 48,355 121,076 106,257 97,341

industrial - 41,919 63,979 63,979 63,979 11,998 19,113 22,491

vacancy 4,161 4,674 7,291 6,999 8,675 7,469 12,246 18,720

vacancy factor 2.1% 1.9% 2.4% 2.3% 2.6% 1.7% 2.9% 4.3%

number of investment properties 24 26 24 23 24 42 36 34

average value per investment property (r’m) 38.0 41.1 69.6 102.9 116.2 119.6 138.1 161.8

percentage increase 8.0% 69.4% 47.9% 12.9% 3.0% 15.4% 17.1%

[01] sALIENT FEATUREs

2010 ANNUAL REPORT 5

AcucAp - disTribuTions per uniT (cenTs)

AcucAp GrowTh in disTribuTions per uniT (cenTs)

invesTMenT porTfolio And borrowinGs (r’M)

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

laverage annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

total investment portfolio Borrowings

increase in distribution cpi

actual distributions initial distribution escalated by cpi

2010 ANNUAL REPORT 7

“The recent approval registered by portfolio investors

in the performance of pls companies and of Acucap

has been gratifying and is testament to the strong

defensive qualities of listed commercial property.”

[02]chAIRMAN’s REPORT

8 AcUcAP PROPERTIEs LTD

properTy (pls) vs Jse (Alsi) vs bonds (Albi) ToTAl cuMulATive reTurns (dividends And inTeresT

re-invesTed) r100 invesTed JAnuAry 1sT 2000.

property loan Stocks JSe all Share index Sa all Bond index

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Total Returns: Acucap Vs the Property Loan Stock Index (May 1st 2009=100)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Fini Beta

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201020092008200720062005

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Total Cumulative Returns ( Dividends and Interest Re-invested. R100 invested January 1st 2000.

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201020092008200720062005

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

The goodness of fit of the model of monthly PLS returns

2002 Jan - 2004 Jan 2008 Jan - 2004 May

[02] chAIRMAN’s REPORT

BRIAN KANTOR / chAirMAn

listed South african property had to face up to the challenge of a severe recession over the past 18 months. that the sector has met this challenge very successfully is very clear from both reported financial statements and valuations in the asset markets. the property loan Stock index (plS) and acucap continued to deliver positive growth in cash distributions and very satisfactory total returns to its unitholders over the past twelve months when the Sa economy came under considerable strain.

the recent approval registered by portfolio investors in the performance of plS companies in general and of acucap in particular has been very gratifying and is a testament to the strong defensive qualities of listed commercial property in South africa. in the thirteen months between 1 may 2009 and 30 may 2010 acucap delivered a total return to its unitholders of nearly 27%, well in excess of the returns realised by the plS index of an impressive almost 19% (see below) the JSe all Share index (alSi) over the same period returned 28.91% and the all Bond index (alBi) 8.81%.

ToTAl reTurns: AcucAp vs The properTy loAn sTock index (MAy 1sT 2009=100)

acp plS index

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Total Returns: Acucap Vs the Property Loan Stock Index (May 1st 2009=100)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Fini Beta

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201020092008200720062005

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Total Cumulative Returns ( Dividends and Interest Re-invested. R100 invested January 1st 2000.

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201020092008200720062005

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Property

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

The goodness of fit of the model of monthly PLS returns

2002 Jan - 2004 Jan 2008 Jan - 2004 May

these recent returns have reinforced the exceptional performance of the plS index over the past ten years and more. Since Jan 2000 r100 invested in the plS index, with distributions reinvested in the index, would have grown to about r1 000 by early June 2010. By the same measure, r100 invested in the JSe would now be worth about r380 while r100 invested in the alBi with interest reinvested would have grown to about r360.

over this period 2000 - 2010, the average annual total return, calculated monthly, in the form of capital gains plus distributions provided by the plS index, was as much as 24.5% per annum. acucap, since its listing in 2002, has delivered an average compound rate of return of over 24% pa. these well diversified returns may be very favourably compared to the JSe alSi that delivered average annual returns of 16%, the alBi 12.24% pa average and 9.3% p.a. from the money market. these returns may be compared to an average inflation rate of 6% pa over the period indicating that all these asset classes gave highly satisfactory real returns over the decade. Sa listed property provided truly extraordinary benefits to its shareholders.

we discuss further the reasons for these high returns that have so exceeded what might be regarded as expected returns, from what is a relatively low risk and liquid asset class.

when these cumulative benefits are converted into compound annual returns and compared, it may be seen in the following graph that investors in the plS index have suffered but one period of negative returns over the last eleven years and more. that was in the aftermath of the global Financial crisis and that was in 2008-09. it should be noticed that the JSe plS index, with the bond market, escaped the bear market of 2002-03 completely. it should also be noticed from the figure that the bond market held up very well in 2008-09 and that the property market, as represented by the plS index, held up much better than the share market in 2008-09 and recovered sooner from the global financial crisis.

2010 ANNUAL REPORT 9

The Goodness of fiT of The Model of MonThly pls reTurns

r squared of model

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Total Returns: Acucap Vs the Property Loan Stock Index (May 1st 2009=100)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

0.0

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Fini Beta

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201020092008200720062005

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Total Cumulative Returns ( Dividends and Interest Re-invested. R100 invested January 1st 2000.

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201020092008200720062005

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

The goodness of fit of the model of monthly PLS returns

2002 Jan - 2004 Jan 2008 Jan - 2004 May

properTy (pls) vs Jse (Alsi) vs bonds (Albi) AnnuAl reTurns cAlculATed MonThly 2000- 2010

(price changes plus dividend or interest yields)

property loan Stock index JSe alSi index all Bond index

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Total Returns: Acucap Vs the Property Loan Stock Index (May 1st 2009=100)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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201020092008200720062005

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Total Cumulative Returns ( Dividends and Interest Re-invested. R100 invested January 1st 2000.

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201020092008200720062005

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

The goodness of fit of the model of monthly PLS returns

2002 Jan - 2004 Jan 2008 Jan - 2004 May

we have calculated the sensitivity of monthly percentage movements in the plS index to monthly moves in the alBi and the stock market, as represented by the index of Financial shares on the JSe or the alSi. the results are striking. monthly property returns have been highly sensitive to the direction of the bond market and in a statistically very significant way. moreover, the influence of the bond market on property returns has been growing in recent years as has the goodness of the fit of the model that links monthly property returns to monthly bond market and Financial index returns. as we show below, what financial analysts refer to as the bond market beta, has been rising, while the goodness of fit of the model, measured by its r squared, has been rising.

the figure above indicates that for every one percent move up (lower interest rates) or down (higher rates) in the alBi, the plS index consistently increases or decreases by about two percent in the same direction, while every one percent move in the share market would move the plS index by only about 0.4%. in other words, the property market has a very high interest rate beta, is highly exposed to the bond market and has a low equity market beta. this means that listed property has provided very good defence against moves in the equity market, especially when interest rates recede as they are likely to do under recessionary conditions. thus any weakness in the top rental line of the property owner can be well countered by lower interest rates when property assets are valued. the recent close connection between the behaviour of the bond market and the property market is testimony to the importance of interest rates on property valuations and the defensive qualities of listed property1. (See overleaf)

The sensiTiviTy of The pls index To MoveMenTs in inTeresT rATes And equiTy MArkeTs

alBi Beta Fini Beta top 40 Beta

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Total Returns: Acucap Vs the Property Loan Stock Index (May 1st 2009=100)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Total Cumulative Returns ( Dividends and Interest Re-invested. R100 invested January 1st 2000.

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

The goodness of fit of the model of monthly PLS returns

2002 Jan - 2004 Jan 2008 Jan - 2004 May

these statistics help make a very important point about the Sa property market. that is that the influence of interest rates on property valuations has been much more important than that of the share market, including those of banks and insurance companies, that are themselves directly affected by interest rates.

1 the betas we have calculated and reported on in the figure above are moving average

betas calculated over a 36-month window with the calculation updated by an extra month

each month starting in 2005. in the case of the equity market betas, we have also taken

care to remove the bond market effect on the equity markets to avoid double counting the

impact of interest rate both on the equity market, especially on bank shares and their like

impact, and then again on the property market. the equity market effects on the property

market so calculated represent a pure market effect rather than some combination of

broad market and interest rate influences.

10 AcUcAP PROPERTIEs LTD

since Jan 2000 r100 invested in the pls index,

with distributions reinvested in the index,

would have grown to about r1000 by early June 2010.

[02] chAIRMAN’s REPORT

the influence of interest rates on valuations is twofold. most important,interest rates represented by the alBi with an average duration to maturity of three years, indicates the opportunity cost in terms of interest foregone of holding claims on real estate. thus net rental income is present valued or capitalised at market rates of interest. Furthermore, lower or higher borrowing charges can feed through to the bottom line of property companies depending on the duration of their own borrowings. this direct influence of interest rates on acucap’s reported financial results is plain to see. interest paid to acucap creditors fell by r23m from r228m in 2008-09 to r205m in 2009-10.

But it was more than lower interest rates that helped the bottom line and the ability of acucap and other plS companies to grow the cash distributed to its unitholders. despite the recession, the demand for trading, office and industrial space held up well and the ability to collect rents and benefit from escalation clauses in rental contracts was exercised in large measure.

the economic health of the major retail chains that are so important in the letting life of acucap has been very well sustained despite the weakness of household spending. major retailers who generate outstandingly good returns on the capital they invest showed no lack of appetite to maintain, and indeed to add to their trading space.

The properTy (pls) index And The bond index (Albi) (JAn 2007=100)

property all Bond index

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Total Returns: Acucap Vs the Property Loan Stock Index (May 1st 2009=100)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Total Cumulative Returns ( Dividends and Interest Re-invested. R100 invested January 1st 2000.

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

The goodness of fit of the model of monthly PLS returns

2002 Jan - 2004 Jan 2008 Jan - 2004 May

and so while growth in the top revenue line of acucap and its peers was minimal or marginally negative over the past twelve months, given the recessionary state of the economy, the growth in cash distributed to shareholders despite the recession was mostly very well maintained, acucap has also proved able to exercise good control over its cost of managing its assets partly through realising economies of scale in asset management.

the acquisition of management control of Sycom has proved very helpful in controlling the costs of managing the acucap portfolio. this success is well reflected in what may be regarded as a critical ratio – that of net costs to income. this very encouragingly has declined from 12.7% of acucap income in 2005 to 11.1% in 2010. the search for economies of scale, the careful attention to costs, as well as the ability to focus the skills of our management team on a few large buildings and centres, has been a consistent feature of the acucap business model. the declining cost to income ratio informs that our strategy is working well and that the focus on containing costs is being maintained, despite inflationary pressures.

in the figure below we compare the annual growth in dividends distributed by the companies included in the plS and the JSe alSi over two difficult periods for the JSe and the Sa economy (2002-03 and 2008-10). as may be seen on the dividend, line plS companies underperformed the alSi in 2002-03 and have greatly outperformed in 2008-10.

AnnuAl GrowTh in dividends 2002-03 2008-2010 (pls vs Jse)

acp plS index

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Total Returns: Acucap Vs the Property Loan Stock Index (May 1st 2009=100)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

0.0

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3.0Top 40 Beta

Fini Beta

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201020092008200720062005

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Total Cumulative Returns ( Dividends and Interest Re-invested. R100 invested January 1st 2000.

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

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Property (PLS) Vs JSE (ALSI) Vs Bonds (ALBI) Annual Returns Calculated Monthly 2000- 2010 (Price changes plus dividend or interest yields)

The goodness of fit of the model of monthly PLS returns

2002 Jan - 2004 Jan 2008 Jan - 2004 May

12 AcUcAP PROPERTIEs LTD

the JSe listed plS index has held up very well in 2008-2010 on their good economic fundamentals. these fundamentals, in the form of very good dividend yields and strong average growth in dividends, have been excellent for many years. the average annual internal rate of return calculated monthly for the plS index has been 18.36% pa. this is the sum of the initial dividend yield, twelve months before to which the average growth in dividends distributed of 7.5% pa is added to measure the internal rate of return.

however, the very high average annual returns realised by investors in this sector of the JSe suggest that the good underlying performance of the property loan Stocks came as something of a large surprise to the market place. had these internal rates of return, or more generally the high rate of return on capital employed been well anticipated, higher values would have been placed on the shares traded at an earlier point in time and so the realised rates of return would have been lower and more normal. that is to say starting values would have been higher and returns lower for the same very good underlying performance. it remains something of a puzzle that the sector has not come to enjoy a higher standing by investors, and that will be addressed below. that the sector can perform well through recessionary conditions should provide further justification for improved values and lower realised returns.

we have suggested before that an appropriate expected rate of return for an investment in well diversified and liquid listed property assets on the JSe would be about two per cent per annum above the yield on government bonds. as indicated, actual returns have been far higher than this.

one of the features of the scepticism with which investors have accorded the growth prospects of the property loan Stocks, has been the emphasis placed by investors on the value of high initial dividend yields from the plS companies. were faster growth expected, investors would presumably be much more tolerant of initial yield dilution. this conservative approach to investing in JSe listed property however, stood the sector very well in the recession of 2008-09. it had made the boards and managers of the typical property loan Stock reluctant to take on projects and debt that would have diluted yields in the short run, even when the prospect of very good long term shareholder value adding returns were high. this requirement of high initial yields from new developments helped restrain the rate of development itself. the sector was thus not encumbered with a large increase in space coming on to the market as the economy deteriorated.

there has, however, been something of a tendency to underestimate the internal rates of return realised by the average loan Stock company. this may well have contributed to the lack of market appreciation given to the representative loan Stock company. For example, the published returns on book capital realised and expected of acucap by the leading Sa property analyst are of the order of a rather sedate 10% per annum. Such estimates do not accord well with the much higher internal rates or external rates of return referred to earlier.

measured on the basis of daily returns since 2005, the property loan Stocks have been much less risky than the alSi and more risky that the alBi as may be seen below. that is less volatile as measured by the 30-day moving average of the standard deviation of daily returns. the standard deviation of daily returns over the entire period 2005-2010 is 0.3% for plS, 0.6% for the alSi and 0.1% for the alBi. the plS has been about half as risky as the alSi and three times as risky as the alBi.

properTy vs shAres vs bonds; sTAndArd deviATion of dAily % Moves (30 dAy MovinG AverAGe)

property (plS) Shares (JSe) Bonds (albi)

0.000

0.005

0.010

0.015

0.020

0.025

0.030

0.035

0.040Property

Bonds

Shares

02/11/201002/11/200902/11/0802/12/200702/10/20062/11/2005

Property Vs Shares Vs Bonds; Standard Deviation of Daily % moves (30 day moving average)

[02] chAIRMAN’s REPORT

2010 ANNUAL REPORT 13

AcUcAP – EsTIMATINg RETURNs ON cAPITAL EMPLOyED

1-Apr-06r’000

31-MAr-07r’000

31-MAr-08r’000

31-MAr-09r’000

31-MAr-10r’000

owners cash equity (net of non distributable reserves) 771,915 1,497,571 2,646,078 2,855,845 3,135,185

debt (excl linked units) 661,936 600,974 2,452,549 2,286,450 2,342,893

total capital employed (debt plus cash equity) 1,433,851 2,098,545 5,098,627 5,142,295 5,478,078

interest paid to lenders 66,819 117,699 227,974 204,847

cash distributed to unit holders 181,438 278,400 366,943 410,081

total cash paid to providers of capital 248,257 396,099 594,917 614,928

revaluations of property assets 177,204 100,515 (7,687) 216,648

total income for providers of capital, including revaluation of property assets

425,461 496,614 587,230 831,576

percentage return on total capital employed (cash equity plus debt)

14.1% 11.0% 11.6% 11.6%

percentage cash return on total (cash) capital employed including revaluations)

24.1% 13.8% 11.5% 15.7%

percentage cash return on owners cash equity (excluding revaluations)

21.9% 19.1% 21.6% 20.5%

percentage return on owners equity (including revaluations) 37.5% 24.0% 21.3% 27.8%

it is my view that the market place has still to catch up with the property realities in the values it attaches to property loan Stock companies for the excellent real performances realised by these companies over many years. the sector has proved its ability to generate good long term growth in distributions and its resilience to harsh economic conditions. the market place has consistently failed to fully appreciate the achievements and prospects of the property loan Stocks, hence the exceptional, well above what might be regarded as expected or normal risk adjusted returns realised.

we at acucap are determined to maintain our excellent track record in this regard. we have a board of directors and a group of excellent senior managers of proven worth. i would, as chairman, like to record my appreciation of and thanks for the excellent service they provide to our unitholders and creditors. we are confident that, provided macro economic conditions in Sa remain stable – or more particularly that long term interest rates remain reasonably stable – which we expect to be the case, acucap will continue to increase its distributions and so continue to fully satisfy the expectations of its shareholders. i am confident that the strategies and the skills to achieve this are in place. the fact that there is little excess built capacity and the reality that rentals that would justify adding to office or retail mall capacity are well above current rentals, with but a fair wind blowing from the broad economy, acucap is very well placed to continue to provide very good internal returns for its unitholders. hopefully this can translate into very good external returns.

what appears not to be fully appreciated in such estimates of the return on capital employed in the sector, is that the value of equity capital registered in the books of JSe listed loan Stock companies is regularly revalued by independent appraisers in the light of property market developments. unlike the ordinary company, where capital employed is recognised at historical cost – and depreciated further to reduce equity capital employed – the principal assets of a loan Stock company are included in their books at market values that can be significantly higher than their book values. the difference between book and market value is then credited to a non-distributable equity reserve. this increased capital then has the effect of reducing the estimated returns on the capital invested.

the positive revaluation of property assets owned by shareholders can surely be regarded as part of the benefits of ownership and added to the income received by providers of capital. we have undertaken an exercise for acucap, shown below, whereby the revaluation reserve is deducted from the capital employed and added to the income received by unitholders. the returns on capital employed are thereby significantly enhanced when we deduct the revaluation reserve from equity capital as per the annual Financial Statements. Such returns, based on the revenues generated and the cash capital employed by shareholders, help make better sense of the extraordinarily good market returns realised by investors in the units issued by the loan Stock companies to which we have referred. it is to be expected that in the long run the external and internal rates of return on capital employed would converge.

[conTinued]

2010 ANNUAL REPORT 15

[03]DIREcTORATE

“we are confident that provided macro economic

conditions remain stable, Acucap will continue

to increase its distributions and continue to fully

satisfy the expectations of its shareholders.”

16 AcUcAP PROPERTIEs LTD

[03] BADEN MARLOw ExEcUTIvE DIREcTOR

Baden is a chartered accountant and has been the chief Financial officer of acucap since the company listed in march 2002. he spent 8 years as cFo of a diversified retail and property business before joining acucap. he is also an executive director of Sycom property Fund managers limited, the manager of Sycom property Fund.

Qualifications: B acc, hons B acc, ca(Sa)

[04] JONAThAN RENs ExEcUTIvE DIREcTOR

Jonathan spent ten years in commercial quantity surveying and valuation practices before moving to cape town in 1998 to asset manage a substantial cape-based property investment and trading portfolio. at the same time, he formed an association with paul theodosiou in his private property investment activities. this association continued successfully into 2001 when he and paul partnered niB in the initial formation of acucap.

Qualifications: BSc (QS), maQS, rQS

[05] FRANK BERKELEy INDEPENDENT NON-ExEcUTIvE DIREcTOR

Frank is the managing executive of nedbank corporate property Finance. a chartered accountant, Frank serves as the chairman of the acucap audit committee. he is a director of Sycom property Fund managers limited, the manager of Sycom property Fund and has recently been appointed as the chairman of hospitality property Fund.

Qualifications: B comm, B acc, ca(Sa)

[01] BRIAN KANTOR INDEPENDENT NON-ExEcUTIvE chAIRMAN

Brian is the investment Strategist and economist at investec private client Securities (a division of investec group limited) having joined investec in 2001. he has had a long and distinguished academic career at the university of cape town as professor of economics since 1981, and served as dean of the Faculty of commerce from 1997 to 2001. Brian was the founding chairman of victoria and alfred waterfront (proprietary) limited, leading that company and the redevelopment of the cape town waterfront from 1988 to 2001.

Qualifications: B comm, Ba (hons) (cape town)

[02] PAUL ThEODOsIOU ExEcUTIvE DIREcTOR

paul is a chartered accountant and a former partner of Kpmg. he moved into commerce in 1990 focusing on retail and commercial property development. paul formed his own property investment company in 1995, building a close relationship with niB property finance, and in 2001 he partnered niB in the promotion and subsequent listing of acucap. he is also an executive director of Sycom property Fund managers limited, the manager of Sycom property Fund.

Qualifications: B comm (hons), h.dip. acc, ca(Sa), mBa (uct)

12

3

4

5

[03] DIREcTORATE

2010 ANNUAL REPORT 17

[09] BRyAN sTEvENs INDEPENDENT NON-ExEcUTIvE DIREcTOR

Bryan’s career in the property industry commenced in 1955. he has extensive experience in all aspects of the property industry, particularly in the western cape market. Bryan officially retired from the cape of good hope Bank in 1999 and he now acts as a property consultant and serves as a director of property companies.

[10] NORMAN whALE INDEPENDENT NON-ExEcUTIvE DIREcTOR

norman was a founder member of intaprop, a successful commercial property development company which has been at the forefront of a number of major office developments, particularly in the gauteng commercial market. intaprop lead the development of the successful illovo Boulevard node, as well as some landmark office buildings in the Bryanston and Sandton nodes.

Qualifications: B comm, higher diploma in tax law

[06] ROLF FROLIch INDEPENDENT NON-ExEcUTIvE DIREcTOR

rolf is the chairman of the odyssey group. his background is in structural engineering and he is a substantial property developer and investor in his own right, with interests in retail, office and industrial properties throughout the country.

Qualifications: ntd Structe

[07] NyAMI MANDINDI INDEPENDENT NON-ExEcUTIvE DIREcTOR

nyami is a quantity surveyor, with extensive experience gained in the property industry over the last 17 years. She is a former partner in the quantity surveying practice letchmiah daya mandindi, and spent three years as the ceo of intersite property management Services. nyami is now the head of Strategy at nedbank property Finance.

Qualifications BSc (QS), maQS, rQS

[08] sELLO MOLOKO INDEPENDENT NON-ExEcUTIvE DIREcTOR

Sello began his career in the pensions industry where he gained a wealth of actuarial consulting experience. he moved on to establish a successful career in the asset management industry where he became the deputy ceo of Brait asset managers and then ceo of old mutual asset managers (“omam”). Sello left the old mutual group in august 2004 to pursue his own business interests with the formation of thesele group, where he is executive chairman. Sello is currently the chairman of alexander Forbes, deputy chairman of Sycom property Fund managers limited, the manager of Sycom property Fund, and serves as a director of the idc, and general reinsurance africa.

Qualifications: BSc hons., pgce (leicester), amp (wharton)

6

7

8

910

2010 ANNUAL REPORT 19

[04]ExEcUTIvE REPORT

“Major retailers who generate outstandingly

good returns on the capital they invest,

showed no lack of appetite to maintain and

indeed to add to their trading space. ”

20 AcUcAP PROPERTIEs LTD

[04] ExEcUTIvE REPORT

[1] REvIEw OF REsULTs AND OPERATIONs

acucap’s board is pleased to report a distribution of 130.56 cents per unit (cpu) for the six months ended 31 march 2010. this represents growth of 6.36% over the same six month period last year. together with the interim distribution of 128.7 cpu, this gives unitholders an annual distribution of 259.26 cpu, a growth rate of 6.23% over the previous financial year.

the South african economy is showing clear signs of recovery, although the recovery is expected to be gradual, and may suffer occasional setbacks as the global economy deals with the after-effects of the credit crisis and the more recent budget deficit concerns in parts of the eurozone. For acucap, as a predominantly retail fund, the most reliable indicator of South africa’s economic recovery is the growth in consumer spending, as evidenced by the performance of the fund’s retail tenants. reported tenant revenue across all acucap’s retail assets grew by 2.3% in nominal terms for the year to 31 march 2010 compared to the previous year, and by 3.8% for the quarter ended on that date compared to the same quarter last year. the upward trend is clear, although this result was dampened by temporary vacancies arising from a high level of redevelopment activity in acucap’s retail portfolio. excluding the assets under redevelopment, annual tenant revenue growth was a nominal 3.1%, and revenue growth for the last quarter was 4.7%. Seen in the context of a declining inflation rate, these trading results show a gradual but encouraging improvement in real consumer spending.

acucap’s high quality office portfolio performed well in the period under review, with the office vacancy rate remaining constant at around 2.5% and renewal rentals achieved coming in at just over 97% of budget. in line with forecast, there was once again a lower contribution to profits from helderberg village as this development nears completion, but combined income from acucap’s investment in Sycom property Fund and its management company Sycom property Fund managers (SpFm) continued to show steady growth.

Bad debts written off and tenant receivables impaired amounted to r3.5m, up from r1m in the prior year and r2.6m in 2008, as the effects of the recent recession remained evident throughout the year under review. Smaller retail tenants in particular are likely to remain under pressure until the economic recovery is more firmly established.

no buildings were sold in the period under review, and two acquisitions were announced. the first was the acquisition of the remaining 50% undivided share in Bayside Shopping centre that acucap did not already own, announced in may 2009, with transfer on 16 october 2009. the second was the acquisition of tyger hills investments (pty) ltd, the co-owner of cape town’s prestigious tyger hills office park. the remainder of this high quality office park is owned by Sycom. the acquisition was announced on 12 march 2010 and transfer will be effected as soon as approval is granted by the competition authorities.

on the basis of individual assets and asset segments, acucap’s net income is attributable as follows :

contractual rental income % of total net property income % of total r 000’s r 000’s

Festival mall 94,140 18.4% 89,989 18.8%Key west 55,775 10.9% 51,794 10.8%other retail 202,642 39.5% 180,653 37.8%offices 146,096 28.4% 143,145 29.9%industrial 14,353 2.8% 12,946 2.7%total 513,006 100.0% 478,527 100.0%

[2] sIMPLIFIED FINANcIAL INFORMATION

Simplified financial information is presented to eliminate the effects of iFrS and accounting adjustments that do not form part of acucap’s distribution.

siMplified disTribuTion incoMe sTATeMenT for The yeAr ended 31 MArch 2010

Note 2010 2009r’000 r’000

revenue 1 506,070 499,180net operating expenses 2 ( 58,992) ( 56,114)Profit before interest and taxation 447,078 443,066

income from investment in Sycom property Fund managers 5 24,321 8,010development profits 6 31,748 41,823interest received 10 14,604 14,821income from listed investments 10 59,811 56,631interest received on unit purchase trust 10 19,664 16,508notional interest received on units issued 10 16,594 13,250debenture holders interest paid - interim 11 ( 203,570) ( 186,890)other interest paid 12 ( 203,735) ( 227,166)

Profit for the period 206,515 180,053Final distribution per unit (cents) 130.56 122.76

2010 ANNUAL REPORT 21

siMplified bAlAnce sheeT AT 31 MArch 2010

Note 2010 2009 r’000 r’000

Assets property assets 14 5,729,899 5,189,695 listed property investments 15 817,276 641,958

other non-current assets 16 526,449 516,429 other current assets 17 298,003 211,105 total assets 7,371,627 6,559,187

Equity and liabilities Shareholder's interest 18 4,457,649 3,839,090 non-current liabilities 19 2,574,785 2,379,326 current liabilities 20 339,193 340,771 total equity and liabilities 7,371,627 6,559,187

nav 28.18 26.53

noTes To The siMplified finAnciAl sTATeMenTs

2010 2009r’000 r’000

1 Revenue as stated 552,151 558,332less : straight lining revenue reversed ( 6,936) ( 12,836)less : helderberg sales ( 39,145) ( 46,316)

506,070 499,180

2 Net operating expenses as stated ( 56,161) ( 67,398)less: net income from Sycom property Fund managers ( 24,321) ( 8,010) add: cShell (Bee transaction) expenses 99 97less: development costs 21,391 19,197

( 58,992) ( 56,114

3 Loss on sale of properties as stated ( 1,281) ( 14,500)non-distributable capital loss reversed 1,281 14,500

0 0

4 Amortisation of Intangible Assets as stated ( 23,950) ( 12,923)reversal of amortisation of intangible asset 23,950 12,923

0 0

5 Income from sycom Property Fund transferred from net operating expenses 24,321 8,010

24,321 8,010

6 helderberg sales transferred from Revenue 39,145 46,316realised development profits 12,591 -development expenses ( 21,391) ( 19,197)helderberg units sold not yet transferred - mar-10 16,107 -helderberg units sold not yet transferred - mar-09 ( 14,704) ( 14,704)

31,748 41,823

7 Fair value adjustment to investment properties 216,648 ( 7,687)less: Fair value adjustment to investment properties reversed ( 216,648) 7,687

0 0

8 Fair value adjustment to BEE instrument ( 36,126) 7,835less: Fair value adjustment to Bee instrument reversed 36,126 ( 7,835)

0 0

9 Fair value adjustment to government bonds 5,701 ( 20,067)less: Fair value adjustment to government bonds reversed ( 5,701) 20,067

0 0

10 Interest received as stated 107,912 97,533add: interest received from cShell, previously eliminated on consolidation 2,761 3,677less: income received on listed units separately disclosed ( 59,811) ( 56,631)less: interest received on unit purchase trust separately disclosed ( 19,664) ( 16,508)less: notional interest received on units issued separately disclosed ( 16,594 ( 13,250)

14,604 14,821

22 AcUcAP PROPERTIEs LTD

noTes To The siMplified finAnciAl sTATeMenTs (conTinued)

2010 2009r’000 r’000

11 Debenture interest paid as stated ( 388,249) ( 346,390)reverse debenture interest as stated 388,249 346,390notional interest iro units issued after period end ( 14,130) ( 8,979)interim debenture interest to 30 September 2009 ( 189,440) ( 177,911)

( 203,570) ( 186,890)

12 Other interest paid as stated ( 223,342) ( 250,036)less: other interest paid by cShell, previously included on consolidation 18,495 22,062less: net reversal of interest provided from period end to distribution payment date 1,112 808

( 203,735) ( 227,166)

13 Number of linked units in issue per IFRs at 31 March 2010 149,752,754 138,249,105cShell linked units previously treated as treasury units on consolidation 8,420,994 8,420,994actual units in issue 158,173,748 146,670,099

14 Property assets as stated 5,841,064 5,360,301less: properties held for sale, removed from assets ( 50,000) ( 140,578)less: property inventory ( 61,165) ( 30,028)

5,729,899 5,189,695

15 Listed investments as stated 786,424 612,210listed Sycom investment transferred from current assets 30,852 29,748listed property investments 817,276 641,958

16 Other non-current assets as stated 1,312,873 1,128,639less: listed property investments disclosed separately ( 786,424) ( 612,210)

526,449 516,429

17 Other current assets as stated 224,220 169,288add: cShell intercompany loan eliminated on consolidation 27,363 26,834add: property inventory 61,165 30,028less: Sycom interest receivable ( 30,852) ( 29,748)add: helderberg property sales not yet transferred 27,628 23,981less: helderberg property sold not yet transferred cost of sales ( 11,521) ( 9,278)

298,003 211,105

18 shareholders’ interest as stated 2,489,553 2,043,812add: debentures 1,496,030 1,381,108

debenture portion of linked units issued to cShell 84,126 84,126Share capital and premium on shares issued to cShell 109,530 109,530cShell retained income / ndr 90,434 53,538helderberg property sales not yet transferred net income 16,107 14,703adjust deferred tax to the capital gains tax rate 171,869 152,273

4,457,649 3,839,090

19 Non-current liabilities as stated 4,040,431 3,857,960add: re-classification of current financial liabilities 518,518 424,217less: proceeds from disposal of assets classified as held for sale ( 50,000) ( 140,578)

adjust deferred tax to the capital gains tax rate ( 171,869) ( 152,273)debentures ( 1,496,030) ( 1,381,108)Financial liabilities attributable to cShell ( 183,736) ( 183,736)Financial instrument cShell Swap ( 5,982) ( 4,735)reversal of Bee financial instrument ( 76,547) ( 40,421)

2,574,785 2,379,326

20 current liabilities as stated 848,173 756,456add: debenture interest payable to cShell 10,994 10,338less: re-classification of current financial liabilities ( 518,518) ( 424,217)

accrued interest receivable from cShell ( 1,456) ( 1,806)339,193 340,771

[04] ExEcUTIvE REPORT

24 AcUcAP PROPERTIEs LTD

[3] PORTFOLIO AcTIvITIEs

sycoM

For the year to march 2010, Sycom property Fund delivered 6.32% growth in distributions. Sycom’s performance was negatively affected by two principal factors. the first of these was high office vacancies that persisted for much of the year at the woodlands and riverwoods office parks, and at georgian crescent. the completion of the 18,828m2 veld estates development at woodlands added a net new 12,301m2 of unlet office space at a time when the office market was moving into a cyclical downturn. nonetheless, veld estates is a top quality extension to what is already a premium office park, and subsequent to year end, the vacancy at woodlands has reduced from 17,387m2 to 10,867m2. the second factor that adversely affected Sycom’s results was the underperformance of its investment in the Stenham european Shopping centre Fund (‘SeScF’). dividends received were down by 3% in euro terms, and persistent euro weakness resulted in an overall 20% decline in income from Sycom’s investment in SeScF.

in all other respects, Sycom’s portfolio performed in accordance with management’s expectations, showing defensive strength in the retail portfolio as overall tenant revenues grew by 6.1% for the year to 31 march 2010 compared to the prior year, and by 7.2% for the quarter compared to the same prior quarter. net asset value increased from r20.74 at the end of march 2009 to r21.49 a year later.

as announced on 12 march 2010, acucap has reached agreement with parkdev (pty) ltd to acquire pardkev’s remaining 50% of SpFm and the Sycom asset management contract for r136.3m, and the transaction is now with the competition authorities for approval. meaningful cost benefits have resulted from the economies of scale inherent in a single team managing both acucap and Sycom, as shown in the steadily improving cost to income ratio in part 12 of this report. the strongly independent boards of acucap and Sycom ensure there are no conflicts of interest arising from both funds having a common manager, and the fee structure of acucap’s contract with Sycom are also tightly prescribed.

AcucAp reTAil porTfolio

tenant revenues at acucap’s regional retail assets showed little growth over the year, although the quarter ended march 2010 reflected good recovery of 3.3% growth. revenues at the fund’s community retail assets increased by a solid 5.5% for the year, declining slightly for the march quarter to 4.5%. the overall result is influenced by the high contribution (in excess of 40%) from the supermarket segment, where revenue growth was 2.3% for the year and 3.8% for the quarter as food inflation slowed significantly. at an individual asset level, the following activities are reported:

bAyside MAll

construction has commenced on a r160m project to introduce game and dischem to the centre, create an upper level banking mall and allow the expansion of a number of national fashion retailers. this will re-position Bayside as the first choice regional retail mall within the trade area. the development will increase the mall's gla to 52,000m2.

fesTivAl MAll

negotiations have been concluded with mr price to almost double the weekend trading space and Furniture city will come in with a new 1,000m2 store. the mall introduced a number of new smaller national fashion tenants to the fashion mix this year, providing a wider and more interesting offering.

key wesT

a number of national tenants, including woolworths, Foschini, truworths, pick ‘n pay and virgin, have initiated upgrades during the last 12 months.

[04] ExEcUTIvE REPORT

2010 ANNUAL REPORT 25

howArd cenTre

the last 6 months of the financial year has seen howard centre trading through a major redevelopment and upgrade program. three of the four banks are expanding or relocating, the malls and public facilities are being upgraded, and the upper level offices redeveloped. a new central court has been introduced and the woolworths store extended by just under 1,000m2. construction has progressed well with completion of the main atrium and malls scheduled for the end of June 2010. the estimated capital cost of the project is r53m, with a projected first year yield of 11%.

wesTville MAll

the planned upgrading of westville mall is complete after 8 months of redevelopment work. the new-look mall was launched at the end of october 2009 and has been well received by shoppers and tenants. the existing facade, parking area, and internal mall finishes have all been upgraded, and the existing gla extended by 800m2. the capital cost for the project was r23m with an expected first year yield of 9%. Based on the solid trading patterns of the mall, woolworths has agreed to expand the existing food market, and both checkers and virgin gym have indicated an intention to upgrade their offerings in the 2011 financial year. an additional parking deck has been designed for the centre, providing 96 new bays and allowing the construction of an additional 1,600m2 of retail space. this bulk will be utilised to increase the national tenant mix within the centre.

wATerMeyer pArk shoppinG cenTre

the centre has been upgraded, including facade treatment, a new vehicle ramp connecting the upper and lower parking levels, improved walkways and public facilities, new shopfronts and new centre signage. the upgrade cost r12.5m and was necessitated by a certain degree of deterioration in the building, as well as its dated look in the face of competing new retail products within its secondary catchment area. as a result of the upgrade, leasing of vacant space has progressed well, supported by a substantial upgrade to the woolworths Food Store that anchors the centre.

villAGe squAre rAndfonTein

three adjacent residential properties have been acquired and are now being rezoned in order to facilitate the future expansion of this highly successful shopping centre. the planned expansion will cost in the order of r15m, with an expected first year yield of 10.5%.

[conTinued]

26 AcUcAP PROPERTIEs LTD

AcucAp office porTfolio

on 12 march 2010 acucap announced the acquisition of portion of the tyger hills office park in cape town. the whole park has a gla of 28,626m2, and acucap acquired phases 3, 5 and 6 of the park, measuring 15,569m2. Sycom has aquired 11,100m2 of the park. absa owns the remaining 1958m2. the purchase consideration was r276.8m, at a yield of 8.94%.

the mutual terraces building in pinelands and the Saddle drive building in woodmead were classified as non-core assets and earmarked for disposal. progress in these two instances is detailed below:

MuTuAl TerrAces, pinelAnds

a sectional title register has been opened to facilitate disposal of this building as a sectional title scheme. a lease cancellation agreement was negotiated with the tenant, a division of old mutual, which has vacated the building and relocated to old mutual’s head office in pinelands.

sAddle drive, woodMeAd

a new lease was entered into with on digital media for 3,984m2 of office space. the building was sold during the year under review, with transfer expected to take place during the first half of the 2011 financial year.

Significant leasing activities during the year under review were as follows:

breMerTon office pArk, porT elizAbeTh

a new 10 year lease was concluded with nedbank limited over the entire building, which measures 3,643m2.

Golf pArk, MowbrAy

this office park comprises 16,293m2 of gla. leases over 1,675m2 expired and were successfully renewed.

AcucAp indusTriAl porTfolio

acucap’s industrial interests are represented by n1 Business park in midrand and montague park in cape town. whilst they currently represent a small proportion of the fund’s portfolio, the parks will comprise a more meaningful proportion of acucap’s investment properties once the build-out of the respective developments is complete.

n1 business pArk

whilst there is pressure on the industrial sector as a whole, tenant demand has remained firm for space in this premium industrial park. the latest signing is for a 3,224m2 facility on terms that will provide an initial yield of 10.42%. this transaction takes the total lease area at n1 Business park to 29,712m2 out of a total anticipated build out of approximately 115,000m2.

MonTAGue pArk

infrastructural works have commenced. the initial phase of this process is anticipated to be complete by September 2010 and the secondary phase (including external road upgrades) by January 2012. eskom has confirmed that the site's full power requirements will be available from July 2010 and in light of this, negotiations with numerous industrial tenants have commenced. the site has a package of zoning rights, including retail, and negotiations are on-going with regard to a proposed retail development on the Koeberg / plattekloof corner of the site. it is anticipated that this matter will be finalised shortly.

[04] ExEcUTIvE REPORT

28 AcUcAP PROPERTIEs LTD

[4] hELDERBERg vILLAgE

acucap had budgeted to sell 9 units in the current financial year, and by year end a total of 11 units had been sold. net revenue from helderberg sales was r19m, compared to r42m in the prior year. there are 6 units left to sell, all of which are budgeted to be sold in the 2011 financial year.

[5] BORROwINgs

the company has total borrowings of r2.3 billion as tabulated below (excluding Bee funding). interest rates are hedged on 70% of total borrowings, at a weighted average rate of 10.7% and a weighted average maturity of 7.1 years. the nedbank facilities are subject to renewal in two tranches, the first renewal for the r977m facility effective 31 march 2012, and the second renewal for the r792m facility effective 31 march 2013. the smaller omsfin and Standard Bank facilities run to may and June 2011 respectively. acucap’s gearing ratio at 31 march 2010 was 37%.

fixed period r’000 effecTive inTeresT rATe

nedbank 27-Sep-11 50,000 10.26%

Standard 01-oct-11 50,000 10.20%

omsfin 15-dec-11 50,000 9.73%

nedbank 31-mar-12 50,000 13.20%

Standard 01-oct-12 50,000 10.05%

nedbank 08-Feb-13 200,000 11.23%

Standard 01-oct-13 50,000 9.80%

omsfin 11-oct-13 120,000 9.95%

nedbank 01-aug-16 70,000 11.15%

nedbank 30-Sep-16 50,000 10.71%

nedbank 31-Jul-17 50,000 10.94%

nedbank 17-Jul-19 50,000 11.63%

nedbank 31-Jul-20 50,000 11.08%

nedbank 05-aug-20 50,000 10.91%

nedbank 30-Sep-20 50,000 10.44%

nedbank 31-may-21 250,000 11.73%

nedbank 31-Jul-23 50,000 10.93%

nedbank 09-oct-23 100,000 9.98%

nedbank 30-nov-13 24,000 11.82%

Bond shorts r186/r209 2025/2036 218,517 9.20%

Fixed interest loans 1,632,517

Floating interest loans 710,375 7.98% average

Total borrowings 2,342,892

details of loan covenants are set out below :

fAciliTy lTv inTeresT cover

nedbank facilities 55% 1.5x

omsfin overnight n/a n/a

omsfin term facility 50% 1.5x

Standard Bank facilities 50% 1.5x

Actual at 31 March 2010 36% 2.36x

[04] ExEcUTIvE REPORT

2010 ANNUAL REPORT 29

[6] PROPERTy PORTFOLIO vALUATION

acucap has adopted a formal valuation policy which requires adherence to certain standards and practices. the purpose of adopting this policy is to ensure that the fund’s valuers inspect every property close to the valuation date, that they reconcile tenancies on site to rent rolls, that they audit no less than two thirds of all leases in detail, and that they gain an understanding of how retail centres are trading by looking at tenant revenue figures.

independent peer review valuations are carried out on properties representing no less than 15% by value and 10% by number of assets in acucap’s overall portfolio.

applying this policy, the acucap portfolio was independently valued at 31 march 2010 by the fund’s appointed valuers, Quadrant properties in gauteng and KwaZulu-natal, magnus penny in the western cape and majola & Boyd in the eastern cape. independent peer review valuations were carried out by dJB hoffman, nat. dip. property valuation miv (Sa), on properties representing 19% by value and 12% by number of assets in acucap’s overall portfolio. in all cases, his valuations concurred with those of the fund’s independent valuers. a complete property valuation schedule is set out on pages 94 to 96. in addition to independent values and capitalisation rates, the schedule also indicates average net through rentals per m2 for each property, as well as its occupancy level. in the case of the office segment, average net rental rates per m2 include parking revenue.

[7] RETAIL PORTFOLIO PERFORMANcE

Segmental contribution to turnover within the acucap retail portfolio is shown to the right.

67% of tenant turnover is attributable to food and apparel, and these two segments contribute 52% of acucap’s rental income.

the performance of acucap’s major retail segments for the full year and for the last quarter of the year to march 2010 are shown in the chart to the right. For the year, the graph shows a resurgent homeware sector, with health & beauty still performing well. mass discounters had a disappointing year, but the last quarter showed a strong improvement. the same trend came through for apparel and food services. Food majors, comprising the supermarket segment, had a flat year from a growth perspective, partly because of a relatively high base in 2009, and partly due to significantly lower food price inflation.

acucap also monitors each tenant’s rent to turnover ratio on a monthly basis for any signs of distress, typically indicated by rent to turnover ratios exceeding segmental industry norms. the graph to the right shows these ratios for each of the seven major segments in acucap’s retail portfolio. there were no material changes in rent to turnover ratios.

reTAil seGMenTs: Turnover GrowTh

Quarter-on-Quarter year-onyear

reTAil seGMenTs: renT To Turnover rATio

rent ratio 2009 rent ratio 2010

seGMenTAl Turnover conTribuTion

Food majors - 40.4% apparel - 26.6% home & Furniture - 2.6% electronics & music - 3.7% mass discounters - 6.7% health & Beauty - 9.3% Food Service & entertainment - 6.6% other - 4.1%

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

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Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

[conTinued]

30 AcUcAP PROPERTIEs LTD

[8] hIsTORIcAL LEAsE ExPIRIEs OvER ThE LAsT 12 MONThs

the table below shows a summary of all leasing activity in the acucap portfolio over the last financial year. e

xp

irie

s A

nd

Te

rM

inAT

ion

s

Ave

rA

Ge

Th

ro

uG

h

re

nT A

T e

xp

iry

Ave

rA

Ge

e

sc

AlAT

ion

r

ATe

AT

exp

iry

ne

w

le

As

es

An

d

re

ne

wA

ls

Ave

rA

Ge

Th

ro

uG

h

re

nT f

or

n

ew

le

As

es

Ave

rA

Ge

e

sc

AlAT

ion

r

ATe

fo

r n

ew

le

As

es

regional retail 33,578 114.88 8.5% 28,874 126.67 8.2%

other retail 27,956 109.83 8.6% 25,868 120.14 8.2%

offices 19,556 101.48 9.4% 18,634 113.68 9.1%

industrial - - - 3,377 51.69 8.0%

acucap successfully renegotiated over 90% of expiring leases during the year, with 8.6% of expiries moving into temporary retail vacancies resulting from redevelopment activities. retail leases were renewed at a weighted average net rental that was 9.8% higher than the expiring rental. office leases were renewed with a 12% positive reversion.

the pattern of expiries and renewals can be seen in the context of acucap’s overall portfolio in the table below, which reconciles the opening and closing gross lettable area, taking into consideration expiries, renewals, new leases, extensions to gla, and acquisitions and disposals.

op

en

inG

GlA

exp

irie

s A

nd

Te

rM

inAT

ion

s

ne

w

le

As

es

An

d

re

ne

wA

ls

ne

T A

re

A

Ad

de

d

pr

op

er

Tie

s

pu

rc

hA

se

d

pr

op

er

Tie

s

he

ld

fo

r

sA

le

clo

sin

G G

lA

ToTAl 421,106 (76,753) 76,753 4,843 18,586 (10,915) 433,620

- let 408,860 (81,090) 76,753 3,463 17,829 (10,915) 414,900

- vacant 12,246 4,337 - 1,380 757 - 18,720

9. FORwARD LEAsE ExPIRIEs

over the next financial year, leases for 54,235m2 will expire, representing 12.5% of the portfolio gla. details of the expiry rentals are shown below, together with estimated renewal rentals. For offices, there is an expected positive reversion of 5.7%, and for retail, a positive reversion of 9.6%.

AreA TerMinATinG

To 31-3-2011 m2

neT renTAl /

m2 AT expiry dATe

neT renTAl /

m2 on renewAl

offices 8,486 116.17 122.80

retail 44,933 110.83 120.88

industrial 816 67.75 75.00

over the longerterm, the fund continues to show a good, long-dated lease expiry profile. expiries in the office portfolio are between 3% and 8% by income per annum over the next 4 years. the retail portfolio shows higher levels of expiry by income over the next three years, centred largely around Festival mall and Key west, where low average through rentals of just over r100/m2 present an opportunity for meaningful upward rental reversions.

[04] ExEcUTIvE REPORT

2010 ANNUAL REPORT 31

MAJor TenAnTs by incoMe And AreA

% revenue % gla

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

10. MAJOR TENANTs By AREA AND INcOME

acucap’s twenty largest tenants account for 51.5% of its rental income, with retail tenants contributing 41.7% and office tenants 9.8%, in line with the fund’s high retail weighting in its property portfolio. the tenants listed below indicate the high quality of acucap’s rental cash flows.

leAse expiry profile by revenue by secTor

industrial offices retail

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial th

erea

fter

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

leAse expiry profile by GlA by secTor

industrial offices retail

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

[conTinued]

32 AcUcAP PROPERTIEs LTD

vAcAncy profile by secTor by GlA

let retail vacancy (3.2%) office vacancy (0.9%) industrial vacancy (0.2%)

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

11. vAcANcIEs

total vacancies by income have ticked

up from 2.9% at the end of march

2009 to 4.3% a year later, most of the

increase is attributable to at the planned

redevelopments of howard centre,

Bayside centre, and east rand value

mall. included is 1.65% for vacancies that

have arisen from tenants being relocated

and from temporary vacancies created

to allow for redevelopment activities.

excluding these effects, the vacancy is

2.65% by income. the table to the right

shows the vacancy attributable to each

segment of the acucap portfolio.

12. cOsT TO INcOME

costs remain well controlled, with the net cost to income ratio at 11.1%. the company continues to benefit from in-house administration, which gives improved control at a property level, and the advantages of having a smaller number of good quality properties in its portfolio have become more obvious during the more difficult economic conditions of the last 2 years. acucap has been in the process of rationalising its in-house administration costs since the start-up of this function in the 2008 financial year, and further cost benefits have arisen from the economies of scale achieved in managing both the acucap and Sycom portfolios.

2010 2009 2008 2007 2006 2005

net cost to income 11.1% 11.1% 14.2% 12.6% 12.2% 12.7%

the company’s greatest concern in terms of costs relates to administered prices such as electricity and rates. although mostly recoverable from tenants, the unpredictable rise in these expenses will place pressure on cost of occupation for acucap’s tenants, and this could negatively impact growth in net rental income.

13. UNIT hOLDER sUMMARy

a summary of acucap’s unit holder profile is set out below. annual trade in acucap’s linked units was 25.26% of the total number of units in issue, indicating a sound level of liquidity, particularly considering the long-term nature of many of acucap’s major unit holders.

2010 2009

coronation 15.1% 17.6%public investmentment corporation 14.0% 13.7%Stanlib 10.3% 16.2%investec 11.5% 4.2%directors and employees 9.45% 9.0%nedbank 6.6% 6.5%thesele group (pty) limited 5.3% 5.7%catalyst 3.1% 1.8%liberty life 2.3% 3.0% 77.7% 77.7%other shareholders 22.3% 22.3% 100.0% 100.0%number of unitholders 2 390 2 014weighted average units 151,708,200 145,002,154

Units traded 38,315,645 51,778,423 Liquidity 25.3% 35.7%

[04] ExEcUTIvE REPORT

2010 ANNUAL REPORT 33

14. PROsPEcTs

the growth of the South african economy is expected to be subdued, with many tenants still facing difficult trading conditions. retail turnovers have shown a pleasing recovery, but rental growth is likely to remain under pressure as administered costs borne by tenants continue to increase at rates well in excess of the general rate of inflation. distributions from acucap’s investment in Sycom will be influenced by the demand for office space in Sycom’s portfolio, where relatively high office vacancies persist, and Sycom’s performance may also be hampered by a possible recapitalisation of its investment in SeScF.

nonetheless, with a small number of good quality assets, a management team with considerable depth and an efficient cost structure, acucap is well placed to continue delivering real distribution growth over the long-term.

the above information has not been reported on by acucap’s auditors.

“The recent close connection between the behaviour

of the bond market and the property market is testimony

to the importance of interest rates on property valuations

and the defensive qualities of listed property.”

[conTinued]

2010 ANNUAL REPORT 35

[05]cORPORATE gOvERNANcE REvIEw

“The positive revaluation of property assets

owned by shareholders can surely be regarded

as part of the benefits of ownership and added

to the income received by providers of capital.”

36 AcUcAP PROPERTIEs LTD

[05] cORPORATE gOvERNANcE REvIEw

BOARD chARTER

the directors are committed to conducting the business of the company with integrity and fairness and in accordance with good corporate governance practice as set out in the King ii report and the code of corporate practices and conduct (“the code”). the King iii report has now been issued, effective for year ends commencing on or after 1 march 2010, so the first financial year in which it will be applicable to acucap will be the year ending 31 march 2011. the board will, over the course of the next year, give careful consideration to the latest King report and how it is to be applied to acucap.

the directors have, accordingly, established mechanisms and policies which are appropriate to the business and risks of the company and that will ensure compliance with principles of responsible corporate governance and the continuous reassessment of the quality of the company’s corporate governance practices.

boArd of direcTors

composition of the board of directors

the board of directors consists of three executive directors and seven independent non-executive directors. the composition of the board ensures the necessary professional skills and experience needed to provide objective judgement in terms of the strategic and business direction of the company. the composition also ensures a high level of independence on the board. there is a clear division of responsibility at board level and a balance of power and authority.

all directors are subject to retirement by rotation and re-election at the general meeting of the members.

Role and function of the board of directors

the board of directors is responsible for the proper management and ultimate control of the company. in order to meet this responsibility to members and other stakeholders, the board of directors is responsible for setting the strategic objectives of the company, determining investment and performance criteria, and taking ultimate responsibility for the proper management and ethical behaviour of the businesses of the company.

the board of directors meets at least quarterly, with additional meetings convened when circumstances necessitate it.

Independence of the board of directors

the board of directors’ independence from the daily management team is maintained by ensuring that :

- the roles of the chairman and of managing director are separate;- a majority of non-executive directors is maintained at all times;- the audit and remuneration committees consist only of non-executive

directors;- the investment committee has a majority of non-executive directors;- the non-executive directors do not hold service contracts and their

remuneration is not tied to the financial performance of acucap; and- all directors have access to the advice and services of the company

secretary, and with prior agreement of the chairman are entitled to seek independent professional advice on the affairs of acucap at the company’s expense.

Nominations policy

the board of directors has established a nominations policy which formalises the process for appointments to the acucap board, in line with the recommendations of the King code of corporate practices and conduct. this is also in line with acucap’s commitment to follow high standards of corporate governance in all its operations and management structures.

2010 ANNUAL REPORT 37

inTernAl finAnciAl And operATinG conTrols

the board of directors has set a framework of financial reporting, internal and operating controls to ensure reasonable assurance as to timeous reporting of business information, safeguarding of company assets, compliance with statutory law and regulation, recording of company results and general operation in terms of acucap’s standards of business conduct.

AudiT coMMiTTee

the board of directors is responsible for monitoring the on-going effectiveness of the internal financial and operating controls and frameworks. the audit committee and external professionals review these matters regularly on behalf of the board of directors. the external auditors report to the audit committee. the minutes of audit committee meetings are open for inspection by members of the board of directors. there is close communication between the board of directors, the audit committee, and the external auditors. areas of control weakness will be brought to the attention of all relevant parties and remedial action will be taken immediately to ensure no loss or misstatement due to the inadequacy of the internal control environment. acucap has a small management team and a flat organisational structure, and this does not support a separate internal audit function. the audit committee has assessed and noted that the financial director has the appropriate expertise and experience required for the position. the audit committee pre-approves contracts for non-audit services to be rendered by the external auditor. the audit committee meets at least three times per year and comprises non-executive directors, one of whom acts as chairman.

reMunerATion coMMiTTee

the committee comprises three independent non-executive directors. the committee assists the board to ensure that the company remunerates directors and executives fairly and responsibly.

code of eThics

the board of directors forms the core of the values and ethics subscribed to by acucap through its various bodies and committees. these values and ethics are sustained by the directors’ standing and reputation in the business community and their belief in free and fair dealings in utmost good faith and respect for the law and regulations.

coMMunicATions wiTh sTAkeholders And linked uniT holders

acucap is committed to a policy of timeous and effective communication with linked unit holders and other stakeholders through members’ meetings, the annual financial report and interim financial report and presentations to institutional investors and industry analysts. matters of both a financial and a non-financial nature are communicated to stakeholders and linked unit holders in a timeous and transparent fashion.

shAre deAlinGs by direcTors

all dealings by directors are regulated and monitored as required by the listing requirements of the JSe limited. acucap operates a closed period from 1 october to the date of publication of its interim results and from 1 april to the date of publication of its final result. details of directors’ shareholdings are set out on page 91 of this annual report.

REvIEw FOR ThE yEAR ENDED 31 MARch 2010

direcTors’ reMunerATion

details of directors’ remuneration are set out on page 91 of this annual report. no non-executive directors hold service contracts.

direcTors’ ATTendAnce AT coMpAny’s MeeTinGs

details of directors’ attendance at the company’s meetings, including sub-committee meetings, held during the year are set out below:

director Status Sub-committees Board ac rc ir icmeetings attended

meetings eligible

% atten-dance

Number of meetings 6 3 2 1 2Brian Kantor (chairman) ne - i rc (chairman); ir 6 - 2 1 - 9 9 100%

Frank Berkeley ne - i ac (chairman); ir 5 3 - 1 - 9 10 90%rolf Frolich ne - i ic (chairman); rc 5 - 2 - 2 9 10 90%

nyami mandindi ne - i ic 5 - - - 2 7 8 88%Baden marlow e 6 - - - - 6 6 100%

Sello moloko ne - i ac; ir 5 3 - 1 - 9 10 90%Jonathan rens e ic 6 - - - 2 8 8 100%Bryan Stevens ne - i ic 6 - - - 2 8 8 100%

paul theodosiou e ir; ic 6 - - 1 2 9 9 100%norman whale ne - i rc 3 - 2 - - 5 8 63%

Overall attendance 53 6 6 4 10 79 86maximum attendance 60 6 6 4 10 86

% attendance 88% 100% 100% 100% 100% 92%

ne – non-executive rc – remuneration committee e – executive ir – interest rate committee i – independent ic – investment committee ac – audit committee

2010 ANNUAL REPORT 39

ANNUAL FINANcIAL sTATEMENTs

“listed south African property had to face the challenge

of a severe recession. That the sector has met this

challenge successfully is clear from reported financial

statements and valuations in the asset markets.”

[06]declaration by company secretary 40

directors’ responsibility statement 40

independent auditor’s report 41

directors’ report 42

statements of financial position 44

statements of comprehensive income 45

statements of changes in equity 46

statements of cash flows 48

notes to the annual financial statements 50

property portfolio information 94

unitholder analysis 96

40 AcUcAP PROPERTIEs LTD

[06] ANNUAL FINANcIAL sTATEMENTs

DEcLARATION By cOMPANy sEcRETARy

in my capacity as company Secretary, i hereby confirm, in terms of the companies act, 1973, that for the year ended 31 march 2010, the company

has lodged with the registrar of companies all such returns as are required of a public company in terms of this act and that all such returns are

true, correct and up to date.

cB marlow

company Secretary

3 June 2010

DIREcTORs’ REsPONsIBILITy sTATEMENT FOR ThE yEAR ENDED 31 MARch 2010

the directors are responsible for the preparation and fair presentation of the group annual financial statements and annual financial statements

of acucap properties limited, comprising the statements of financial position at 31 march 2010, the statements of comprehensive income, the

statements of changes in equity and statements of cash flows for the year then ended, and the notes to the financial statements, which include

a summary of significant accounting policies and other explanatory notes, and the directors’ report, in accordance with international Financial

reporting Standards and in the manner required by the companies act of South africa as well as the disclosure required by JSe limited

listings requirements.

the directors’ responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of

these financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting

policies; and making accounting estimates that are reasonable in the circumstances.

the directors’ responsibility also includes maintaining adequate accounting records and an effective system of risk management.

the directors have made an assessment of the group and company’s ability to continue as a going concern and there is no reason to believe the

businesses will not be going concerns in the year ahead.

the auditor is responsible for reporting on whether the group annual financial statements and annual financial statements of acucap properties

limited are fairly presented in accordance with the applicable financial reporting framework.

ApprovAl of Group AnnuAl finAnciAl sTATeMenTs And AnnuAl finAnciAl sTATeMenTs

the group annual financial statements and annual financial statements of acucap properties limited, as identified in the first paragraph, were

approved by the board of directors on 3 June 2010 and signed on their behalf by

BS Kantor pa theodosiou

director director

2010 ANNUAL REPORT 41

INDEPENDENT AUDITOR’s REPORT

To The uniTholders of AcucAp properTies liMiTed

we have audited the group annual financial statements and the annual financial statements of acucap properties limited, which

comprise the statements of financial position at 31 march 2010, the statements of comprehensive income, the statements of

changes in equity and statements of cash flows for the year then ended, and the notes to the financial statements, which include

a summary of significant accounting policies and other explanatory notes, and the directors’ report as set out on pages 42 to 93.

direcTors’ responsibiliTy for The finAnciAl sTATeMenTs

the company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with

international Financial reporting Standards and in the manner required by the companies act of South africa. this responsibility

includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial

statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting

policies; and making accounting estimates that are reasonable in the circumstances.

AudiTor’s responsibiliTy

our responsibility is to express an opinion on these 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 whether the financial statements are free from material misstatement.

an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

the procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of

the financial statements, whether due to fraud or error. in making those risk assessments, the auditor considers internal control

relevant to the entity’s preparation and fair presentation of the 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 entity’s 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 financial statements.

we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

opinion

in our opinion, these financial statements present fairly, in all material respects, the consolidated and separate financial position

of acucap properties limited at 31 march 2010, and its consolidated and separate financial performance and consolidated and

separate cash flows for the year then ended in accordance with international Financial reporting Standards, and in the manner

required by the companies act of South africa.

Kpmg inc.

regiStered auditor

per pJ conradie

chartered accountant (Sa)

regiStered auditor

director

3 June 2010

1 mediterranean Street

Foreshore

cape town

42 AcUcAP PROPERTIEs LTD

[06] ANNUAL FINANcIAL sTATEMENTs

DIREcTORs’ REPORT FOR ThE yEAR ENDED 31 MARch 2010

the directors have pleasure in presenting their report for the year ended 31 march 2010.

nATure of business

acucap properties limited carries on the business of a property holding company through the ownership of investment properties held by its wholly owned subsidiaries.

GenerAl review of operATions

the results and financial position of the group and acucap properties limited are set out in the accompanying financial statements and notes.

independenT revAluATions

the investment property portfolio was revalued at 31 march 2010 by the group’s independent valuers to r5 500 million (2009: r4 972 million). investments in existing centres and additions amounted to r429 million (2009: r211 million). the fair value adjustment upwards amounted to r217 million compared to a downward revaluation of r23.6 million in 2009.

disTribuTions

actual distributions per linked unit for the full year increased by 6.23% over the prior year from 244.06 cents to 259.26 cents. the final distribution of 130.56 cents per linked unit is 6.35% higher than last year’s final distribution of 122.76 cents per linked unit.

borrowinGs

excluding the loan relating to the Bee transaction, the group has an average borrowing cost of 10.04% (2009: 10.80%) at 31 march 2010. at 31 march 2010, 69.7% (2009: 83.9%) of borrowings were subject to fixed interest rates, with a weighted average fixed interest rate expiry of approximately 7.13 years (2009: 7.5 years). the group’s borrowing capacity amounts to r3 611 million (2009: r3 268 million), being 55% of the valuation of properties and listed property investments. as at 31 march 2010, group facilities amount to r2 717 million (2009: r2 495 million), and facilities utilised at year end amounted to r2 343 million (2009: r2 286 million). acucap’s gearing ratio is 36% (2009: 39%) excluding Bee effects.

subsequenT evenTs

the group is in the process of acquiring tyger hills investments (proprietary) limited from attfund limited for an amount of r276.8 million. tyger hills investments (proprietary) limited owns leasehold properties known as phases 3, phase 5 (51% thereof) and phase 6 of tyger hills office park which comprise approximately 15 569m2 of gross lettable area. the acquisition will be effective once all suspensive conditions are fulfilled which includes the approval of competition authorities.

the group is also in the process of acquiring the remaining 50% in Sycom property Fund managers from parkdev (proprietary) limited for a total consideration of r136.3 million which will be settled in cash. the acquisition will be effective once all suspensive conditions are fulfilled which includes the approval of competition authorities.

shAre cApiTAl

the authorised share capital of the company is 300 million (2009: 300 million) shares of 0.1 cent each linked to 300 million (2009: 300 million) subordinated unsecured variable rate debentures of r9.99 each. during the year under review 11 503 649 linked units were issued (2009: 9 200 000).

nuMber issued And deTAil issue dATe

shAre cApiTAl

shAre preMiuM

prepAid inTeresT

debenTure ToTAl issue price

r r r r r

525 000 - issued to acucap unit purchase trust 25 Sep 09 0.001 16.62 1.04 9.990 27.65

9 698 649 - issued in payment for purchase price of undivided half-share in Bayside mall 21 oct 09 0.001 17.54 1.34 9.990 28.87

1 280 000 - issued to acucap unit purchase trust 25 nov 09 0.001 18.42 1.656 9.990 30.07

2010 ANNUAL REPORT 43

inTeresT disTribuTions

actual distributions for the year ended 31 march 2010 are:

2010 2009

cenTs per linked uniT

cenTs per linked uniT

interim distribution number 16 (14) 128.70 121.30

Final distribution number 17 (15) 130.56 122.76

259.26 244.06

subsidiAries

details of the company’s interest in its subsidiaries are set out in note 11.

2010 2009

r’000 r’000

attributable interest in after tax profits/(losses) of subsidiaries 178 773 ( 12 115)

corporATe GovernAnce And inTernAl conTrols

the group’s position in regard to corporate governance and internal controls is set out in a separate statement in the annual report.

direcTorATe

at the date of this report the following directors held office:

non-executive: Fm Berkeley, rc Frolich, BS Kantor, mS moloko, B Stevens, ndc whale, n mandindi.executive: pa theodosiou, Jh rens, cB marlow.

there was no change in the board directorate during the year under review. in terms of the articles of association the following directors retire at the forthcoming annual general meeting and are eligible for re-election: BS Kantor, B Stevens, rc Frolich and pa theodosiou.

secreTAry

the company Secretary is cB marlow ca (S.a.) Business address: Suite a11, westlake Square, westlake drive, westlakepostal address: po Box 31079, tokai 7966

[conTinued]

44 AcUcAP PROPERTIEs LTD

sTATEMENTs OF FINANcIAL POsITION AT 31 MARch 2010

Group 2010

Group 2009

restated

coMpAny 2010

coMpAny 2009

restated

Note r’000 r’000 r’000 r’000

Assets

properTy AsseTs 5 841 064 5 360 301 - -

investment properties 3 5 379 866 4 857 961 - -

non-current receivable 3 112 284 112 591 - -

current receivable 3 24 005 17 204 - -

investment properties and related receivables 3 5 516 155 4 987 756 - -

investment properties held for sale and related receivables 4 50 000 140 578 - -

investment properties under development 5 203 400 191 111 - -

owner-occupied property 6 10 344 10 828 - -

property development inventory 7 61 165 30 028 - -

oTher non-currenT AsseTs 1 312 873 1 128 639 4 779 023 4 277 516

loans in respect of unit purchase scheme 8 294 230 248 689 294 230 248 689

equipment 9 1 459 1 687 593 761

intangible assets 10 82 786 106 736 77 062 99 079

interest in subsidiaries and jointly controlled entities 11; 31 98 368 98 368 3 578 658 3 261 445

listed investments 13 786 424 612 210 786 424 612 210

deferred tax assets 20 49 606 60 949 42 056 55 332

oTher currenT AsseTs 224 220 169 288 70 405 39 424

trade and other receivables 12 186 308 134 748 68 787 39 205

interest in jointly controlled entities 11 - 12 335 - -

cash and cash equivalents 14 37 912 22 205 1 618 219

ToTAl AsseTs 7 378 157 6 658 228 4 849 428 4 316 940

Equity and liabilities

shAreholders’ inTeresT 2 489 553 2 043 812 1 383 154 1 110 209

Share capital and share premium 15 1 535 933 1 334 619 1 535 933 1 334 619

non-distributable reserve 16 1 155 931 793 096 22 782 ( 128 162)

accumulated loss ( 202 311) ( 83 903) ( 175 561) ( 96 248)

non-currenT liAbiliTies 4 040 431 3 857 960 3 031 675 2 790 490

debentures 17 1 496 030 1 381 108 1 496 030 1 381 108

Financial liabilities 18 2 008 111 2 045 969 1 375 049 1 291 274

Financial instruments 28 110 565 95 901 84 049 77 687

Bee instrument 19 76 547 40 421 76 547 40 421

deferred tax liabilities 20 349 178 294 561 - -

currenT liAbiliTies 848 173 756 456 434 599 416 241

trade and other payables 21 103 503 116 183 20 564 22 309

Financial liabilities 18 518 518 424 217 218 518 224 217

tax payable 30 635 46 341 - -

debenture interest payable 195 517 169 715 195 517 169 715

ToTAl equiTy And liAbiliTies 7 378 157 6 658 228 4 849 428 4 316 940

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 45

sTATEMENTs OF cOMPREhENsIvE INcOME FOR ThE yEAR ENDED 31 MARch 2010

Group 2010

Group 2009

restated

coMpAny 2010

coMpAny 2009

restated

Note r’000 r’000 r’000 r’000

revenue 1.11 552 151 558 332 - -

- contractual 545 215 545 496 - -

- Straight lining 6 936 12 836 - -

net operating (expenses)/ income ( 56 161) ( 67 398) 21 635 1 923

loss on disposal of investment properties ( 1 281) ( 14 500) - -

amortisation of intangible assets 10 ( 23 950) ( 12 923) ( 22 017) ( 11 009)

profiT / (loss) before fAir vAlue AdJusTMenTs, inTeresT And TAxATion 470 759 463 511 ( 382) ( 9 086)

Fair value adjustment to investment properties 216 648 ( 7 687) - -

Fair value adjustment to Bee instrument 19 ( 36 126) 7 835 ( 36 126) 7 835

Fair value adjustment to government bonds 5 701 ( 20 067) 5 701 ( 20 067)

profiT / (loss) before inTeresT And TAxATion 656 982 443 592 ( 30 807) ( 21 318)

interest income 107 912 97 533 504 022 466 900

interest expense

- debentures ( 388 249) ( 346 390) ( 388 249) ( 346 390)

- other ( 223 342) ( 250 036) ( 167 911) ( 150 867)

Share of loss of equity accounted investees (net of income tax) - ( 356) - -

profiT/ (loss) before TAxATion 22 153 303 ( 55 657) ( 82 945) ( 51 675)

taxation 23 ( 48 142) ( 4 250) 9 333 3 883

profiT/ (loss) for The yeAr 105 161 ( 59 907) ( 73 612) ( 47 792)

oTher coMprehensive incoMe/ (expense)

net change in fair value of listed investments, net of taxation 13; 16 149 824 ( 34 994) 149 824 ( 34 994)

net change in fair value of cash flow hedge recognised directly in equity, net of taxation

16 ( 10 558) ( 94 834) ( 4 581) ( 59 227)

oTher coMprehensive incoMe/ (expense) for The yeAr, neT of incoMe TAx 139 266 ( 129 828) 145 243 ( 94 221)

ToTAl coMprehensive incoMe/ (expense) for The yeAr 244 427 ( 189 735) 71 631 ( 142 013)

cents cents

Basic and diluted earnings/ (loss) per share 24.1 73.39 ( 43.89)

interest distribution per linked unit

- interim 128.70 121.30

- final 130.56 122.76

distribution per linked unit 259.26 244.06

[conTinued]

46 AcUcAP PROPERTIEs LTD

sTATEMENT OF chANgEs IN EqUITy FOR ThE yEAR ENDED 31 MARch 2010

shAre cApiTAl

shAre preMiuM

non- disTribuTAble

reserve

AccuMulATed loss

ToTAl

r’000 r’000 r’000 r’000 r’000

group

Balance at 31 march 2008 129 1 211 156 988 146 ( 89 218) 2 110 213

restatement of prior period due to change in accounting policy - - ( 3 837) 3 837 -

restated balance at 31 march 2008 129 1 211 156 984 309 ( 85 381) 2 110 213

Total comprehensive income/ (expense) for the year

loss for the year ( 59 907) ( 59 907)

oTher coMprehensive expense for The yeAr

net change in fair value of listed investments - - ( 34 994) - ( 34 994)

net change in fair value of cash flow hedge recognised directly in other comprehensive income (restated)* - - ( 94 834) - ( 94 834)

ToTAl coMprehensive expense for The yeAr - - ( 129 828) ( 59 907) ( 189 735)

Transactions with owners, recorded directly in equity

issue of 8 000 000 shares in may 2008 8 108 632 - - 108 640

proceeds 8 108 712 - - 108 720

Share issue costs - ( 80) - - ( 80)

issue of 1 200 000 shares in november 2008 1 14 693 - - 14 694

proceeds 1 14 729 - - 14 730

Share issue costs - ( 36) - - ( 36)

transfer to non-distributable reserve - - ( 61 385) 61 385 -

ToTAl TrAnsAcTions wiTh owners 9 123 325 ( 61 385) 61 385 123 334

Balance at 31 march 2009 138 1 334 481 793 096 ( 83 903) 2 043 812

Total comprehensive income/ (expense) for the year

profit for the year - - - 105 161 105 161

oTher coMprehensive incoMe/ (expense) for The yeAr

net change in fair value of listed investments - - 149 824 - 149 824

net change in fair value of cash flow hedge recognised directly in other comprehensive income - - ( 10 558) - ( 10 558)

ToTAl coMprehensive expense for The yeAr - - 139 266 105 161 244 427

Transactions with owners, recorded directly in equity

issue of 525 000 shares in September 2009 1 8 695 - - 8 696

proceeds 1 8 724 - - 8 725

Share issue costs - ( 29) - - ( 29)

issue of 9 698 649 shares in october 2009 10 169 065 - - 169 075

proceeds 10 170 105 - - 170 115

Share issue costs - ( 1 040) - - ( 1 040)

issue of 1 280 000 shares in november 2009 1 23 542 - - 23 543

proceeds 1 23 582 - - 23 583

Share issue costs - ( 40) - - ( 40)

transfer to non-distributable reserve - - 223 569 ( 223 569) -

ToTAl TrAnsAcTions wiTh owners 12 201 302 223 569 ( 223 569) 201 314

Balance at 31 march 2010 150 1 535 783 1 155 931 ( 202 311) 2 489 553

* Refer Note 32

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 47

sTATEMENT OF chANgEs IN EqUITy FOR ThE yEAR ENDED 31 MARch 2010

shAre cApiTAl

shAre preMiuM

non- disTribuTAble

reserve

AccuMulATed loss

ToTAl

r’000 r’000 r’000 r’000 r’000

company

bAlAnce AT 31 MArch 2008 129 1 211 156 ( 13 874) ( 68 523) 1 128 888

Total comprehensive income/ (expense) for the year

loss for the year - - - ( 47 792) ( 47 792)

oTher coMprehensive expense for The yeAr

net change in fair value of listed investments - - ( 34 994) - ( 34 994)

net change in fair value of cash flow hedge recognised directly in other comprehensive income (restated)** - - ( 59 227) - ( 59 227)

ToTAl coMprehensive expense for The yeAr - - ( 94 221) ( 47 792) ( 142 013)

Transactions with owners, recorded directly in equity

issue of 8 000 000 shares in may 2008 8 108 632 - - 108 640

proceeds 8 108 712 - - 108 720

Share issue costs - ( 80) - - ( 80)

issue of 1 200 000 shares in november 2008 1 14 693 - - 14 694

proceeds 1 14 729 - - 14 730

Share issue costs - ( 36) - - ( 36)

transfer to non-distributable reserve - - ( 20 067) 20 067 -

ToTAl TrAnsAcTions wiTh owners 9 123 325 ( 20 067) 20 067 123 334

bAlAnce AT 31 MArch 2009 138 1 334 481 ( 128 162) ( 96 248) 1 110 209

Total comprehensive income/ (expense) for the year

loss for the year - - - ( 73 612) ( 73 612)

oTher coMprehensive incoMe/ (expense) for The yeAr

net change in fair value of listed investments - - 149 824 - 149 824

net change in fair value of cash flow hedge recognised directly in other comprehensive income - - ( 4 581) - ( 4 581)

ToTAl coMprehensive incoMe/ (expense) for The yeAr - - 145 243 ( 73 612) 71 631

Transactions with owners, recorded directly in equity

issue of 525 000 shares in September 2009 1 8 695 - - 8 696

proceeds 1 8 724 - - 8 725

Share issue costs - ( 29) - - ( 29)

issue of 9 698 649 shares in october 2009 10 169 065 - - 169 075

proceeds 10 170 105 - - 170 115

Share issue costs - ( 1 040) - - ( 1 040)

issue of 1 280 000 shares in november 2009 1 23 542 - - 23 543

proceeds 1 23 582 - - 23 583

Share issue costs - ( 40) - - ( 40)

transfer to non-distributable reserve - - 5 701 ( 5 701) -

ToTAl TrAnsAcTions wiTh owners 12 201 302 5 701 ( 5 701) 201 314

bAlAnce AT 31 MArch 2010 150 1 535 783 22 782 ( 175 561) 1 383 154

** Refer Note 32

[conTinued]

48 AcUcAP PROPERTIEs LTD

sTATEMENTs OF cAsh FLOws FOR ThE yEAR ENDED 31 MARch 2010

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

Note r’000 r’000 r’000 r’000

cAsh flows froM operATinG AcTiviTies

cash generated from / (utilised by) operations 25.1 426 097 427 975 ( 9 358) 9 522

changes in property development inventory 6 863 ( 5 580) - -

income tax (paid) / refunded 25.2 ( 18 172) 9 516 - -

interest received 107 912 97 533 504 022 466 900

interest paid 25.3 ( 585 789) ( 571 556) ( 530 358) ( 472 387)

neT cAsh (ouTflow)/ inflow froM operATinG AcTiviTies ( 63 089) ( 42 112) ( 35 694) 4 035

cAsh flows froM invesTinG AcTiviTies

acquisition of investment properties ( 397 003) ( 191 721) - -

interest capitalised to investment properties ( 4 938) ( 7 250) - -

proceeds on disposal of investment properties 163 479 494 625 - -

acquisition of investment properties under development ( 7 113) ( 20 084) - -

interest capitalised to investment properties under development ( 20 232) ( 16 093) - -

acquisition of owner-occupied property ( 33) ( 852) - -

acquisition of listed investments - ( 9 259) - ( 9 259)

advances of loans iro unit purchase scheme ( 45 541) ( 25 995) ( 45 541) ( 25 995)

additions to equipment ( 586) ( 1 194) ( 166) ( 403)

acquisition of intangible assets - ( 119 659) - ( 110 088)

proceeds on disposal of equipment 28 83 - -

additional interest in jointly controlled entities held for sale - ( 712) - -

proceeds on sale of jointly controlled entities 12 355 - - -

acquisition of investment in intaprop 25.4.1 - 7 048 - ( 8)

acquisition of investment in SpFm 25.5.1 - ( 98 368) - ( 98 368)

loans to subsidiaries - - ( 317 213) ( 499 053)

neT cAsh (ouTflow)/inflow froM invesTinG AcTiviTies ( 299 584) 10 569 ( 362 920) ( 743 174)

cAsh flows froM finAncinG AcTiviTies

proceeds from the issue of shares 201 314 123 334 201 314 123 334

proceeds from the issue of debentures 114 922 91 908 114 922 91 908

Financial liabilities raised 530 000 232 865 430 000 524 088

Financial liabilities repaid ( 467 856) ( 406 612) ( 346 223) -

neT cAsh inflow froM finAncinG AcTiviTies 378 380 41 495 400 013 739 330

neT cAsh inflow for The yeAr 15 707 9 952 1 399 191

cAsh And cAsh equivAlenTs AT beGinninG of yeAr 22 205 12 253 219 28

cAsh And cAsh equivAlenTs AT end of yeAr 14 37 912 22 205 1 618 219

[06] ANNUAL FINANcIAL sTATEMENTs

50 AcUcAP PROPERTIEs LTD

1.1 sTATeMenT of coMpliAnce

the financial statements have been prepared in accordance with international Financial reporting Standards (iFrS) and interpretations adopted by the international accounting Standards Board (iaSB) and the requirements of the companies act of South africa.

1.2 bAsis of prepArATion

the financial statements are prepared on the historical cost basis, except for investment properties, investment properties held for sale, derivative financial instruments, financial assets and available-for-sale financial assets which are measured at fair value.

the financial statements are prepared on the going concern basis and the accounting policies set out below have been applied consistently across the group to all periods presented, other than as disclosed in note 1.2.1.

the preparation of financial statements in conformity with iFrS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. the estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. actual results may differ from these estimates.

the estimates and underlying assumptions are reviewed on an ongoing basis. revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of iFrS that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 29.

1.2.1 chAnGe in AccounTinG policy

the group has changed its accounting policy with respect to the presentation of financial statements as it has applied the revised iaS1, Presentation of Financial Statements (2007), which became effective as at 1 January 2009. as a result, the group presents in the statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the statement of comprehensive income.

comparative information has been represented so that it also is in conformity with the revised standard. Since the change in accounting policy only impacts presentation aspects, there is no impact on earnings.

the group has changed its accounting policy with regards to investment property under development as it has applied the

amended iaS40, Investment Property, which became effective as at 1 January 2009. investment property under development was previously carried at amortised cost, but is carried at fair value in the current financial year. restatement of prior period figures is not required by the Standard.

1.3 bAsis of consolidATion

the group financial statements incorporate the assets, liabilities, operating results and cash flows of the company and its subsidiaries and jointly controlled entities. the results of subsidiaries acquired or disposed of during the period are included from the effective dates of acquisition and up to the effective dates of disposal.

Subsidiaries are those entities over whose financial and operating policies the group has the power to exercise control, so as to obtain benefits from their activities.

Jointly controlled entities are those entities over whose activities the group has joint control, established by contractual agreement and requiring unanimous consent for strategic financial and operating decisions. Jointly controlled entities are accounted for using the equity accounting method.

intercompany balances and transactions and any resulting unrealised gains and losses are eliminated in preparing the group financial statements. the accounting policies of the subsidiaries and jointly controlled entities are consistent with those of the holding company.

in the company’s separate financial statements, investments in subsidiaries are stated at cost less accumulated impairment losses. Jointly controlled entities are accounted for at cost less impairment losses in the company’s separate financial statements and using the equity accounting method in the group.

1.4 properTy AsseTs

Investment properties

investment properties are properties held to earn rental income and appreciate in capital value.

the cost of investment properties comprises the purchase price and directly attributable expenditure. Subsequent expenditure relating to investment properties is capitalised when it is probable that future economic benefits from the use of the asset will be increased. all other subsequent expenditure is recognised as an expense in the period in which it is incurred.

expenditure incurred on lease incentives is capitalised and amortised over the period of the lease.

after initial recognition, investment properties are measured at fair value. Fair values are determined annually by external independent professional valuers on the open market value basis. the valuers use either the discounted cash flow method or the capitalisation of net income method or a combination of these methods. gains or losses arising from changes in

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010

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[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 51

the fair values are included in profit or loss for the period in which they arise. unrealised gains, net of deferred tax, are transferred to a non-distributable reserve in the statement of changes in equity. unrealised losses, net of deferred tax, are transferred from a non-distributable reserve to the extent that the decrease does not exceed the amount held in the non-distributable reserve.

on disposal of investment properties, the difference between the net disposal proceeds and the fair value at the date of the last valuation is charged or credited to the statement of comprehensive income. Fair value adjustment gains accounted for in the non-distributable reserve relating to such disposals are transferred to accumulated loss in the statement of changes in equity, and subsequently transferred to a non-distributable reserve for realised capital profits in order to comply with the terms of the debenture trust deed. Similarly, fair value adjustment losses accounted for in the non-distributable reserve relating to such disposals are transferred from accumulated loss in the statement of changes in equity, and subsequently transferred to a non-distributable reserve for realised capital losses.

when the group begins to redevelop an existing investment property for continued future use as investment property, the property remains investment property, which is measured based on the fair value model.

Investment property under development

property that is being constructed or developed for future use as investment property is classified as investment property under development and is measured at fair value.

all costs directly associated with the purchase and construction of a property, and all subsequent capital expenditures for the development qualifying as acquisition costs, are capitalised. if the resulting carrying amount of the asset exceeds its recoverable amount, an impairment is recognised in profit and loss.

Investment property held for sale

immediately before classification as held for sale, the measurement of the investment property is brought up to date in accordance with applicable iFrS. on classification as held for sale, the investment property is recognised at fair value.

Owner-occupied property

owner-occupied properties are stated at cost less accumulated depreciation and accumulated impairment losses.

cost includes expenditure that is directly attributable to the acquisition of the owner-occupied property.

Subsequent expenditure relating to an item of owner-occupied property is capitalised when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. all other subsequent expenditure is recognised as an expense in the period in which it is incurred.

depreciation methods, useful lives and residual values are reassessed annually.

where parts of an owner-occupied property have different useful lives, they are accounted for as separate items (major components) of the owner-occupied property.

land is not depreciated. depreciation is provided on the straight line basis, over the current estimated useful lives of the buildings. the estimated useful lives of the building for the current and comparative periods is 20 years.

gains or losses on disposal of an item of owner-occupied property are determined by comparing the proceeds with the carrying amount of the owner-occupied property and are recognised net in profit or loss.

Property development inventory

property development inventory consists of land held for construction, houses under construction and completed houses and is valued at the lower of actual cost and net realisable value. the group operates as a share trader in respect of the unlisted shares in the property syndication companies and they are accordingly accounted for as inventory.

actual cost includes the cost of acquiring the land plus all expenditure related directly to the project together with an allocation of fixed and variable overheads incurred in the construction activities based on normal operating capacity.

net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

Borrowing costs

Borrowing costs are capitalised to the extent that they are directly attributable to the acquisition, construction or production of a qualifying asset. capitalisation of borrowing costs commences when the activities necessary to prepare the asset for its intended use are in progress and expenditures and borrowing costs are being incurred. capitalisation of borrowing costs continues until the assets are substantially ready for their intended use. the capitalisation rate is arrived at by reference to the actual rate payable on borrowings for development purposes or, with regard to that part of development cost financed out of general funds, the weighted average cost of borrowings.

[1] AccounTinG policies [conTinued]

[conTinued]

52 AcUcAP PROPERTIEs LTD

1.5 equipMenT

items of equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

depreciation is provided on the straight line basis, over the current estimated useful lives of the assets. the estimated useful lives of the assets for the current and comparative periods are:

Furniture and fixtures 5 yearsmotor vehicles 5 yearsoffice equipment 5 yearscomputers 3 yearscomputer software 2 years

depreciation methods, useful lives and residual values are reassessed annually. Subsequent expenditure relating to an item of equipment is capitalised when it is probable that future economic benefits from the use of the asset will be increased. all other subsequent expenditure is recognised as an expense in the period in which it is incurred.

where parts of an item of equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

profits or losses on the disposal of equipment are recognised in the statement of comprehensive income. the profit or loss is the difference between the net disposal proceeds and the carrying amount of the asset.

1.6 finAnciAl insTruMenTs

1.6.1 non-derivATive finAnciAl insTruMenTs

non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables.

non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition, non-derivative financial instruments are measured as stated below.

a financial instrument is recognised if the group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the group’s contractual rights to the cash flows from the financial asset expire, or if the group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. regular way purchases and sales of financial assets are accounted for at trade date, i.e. the date that the group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the group’s obligations specified in the contract expire or are discharged or cancelled.

cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts that are repayable on demand and

form an integral part of the group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. cash and cash equivalents are carried at amortised cost.

Available-for-sale financial assets

the group’s investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, are recognised directly in other comprehensive income and presented in equity. the fair value of listed investments in equity securities classified as available-for-sale is their quoted bid price at the reporting date. when an investment is derecognised, the cumulative gain or loss in equity is transferred to profit or loss.

where investments classified as available for sale are interest-bearing, interest calculated using the effective interest method is recognised in profit or loss. realised capital profits/losses are transferred to the non-distributable reserve relating to such disposals to comply with the terms of the debenture trust deed.

Financial assets at fair value through profit or loss

an instrument is classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Financial instruments are designated at fair value through profit or loss if the group manages such instruments and makes purchases and sale decisions based on their fair value in accordance with the group’s risk management or investment strategy. upon initial recognition, attributable transaction costs are recognised in profit or loss when incurred. Financial instruments through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.

held to maturity investments

the group does not hold any held to maturity investments.

Other non-derivative financial instruments

other non-derivative financial assets are measured at amortised cost using the effective interest method, less any impairment losses. other non-derivative financial liabilities are measured at amortised cost using the effective interest method.

1.6.2 derivATive finAnciAl insTruMenTs

the group utilises derivative financial instruments to hedge its exposure to interest rate risks arising from operational, financing and investment activities. in accordance with its treasury policy, the group does not hold or issue derivative financial instruments for trading purposes. however, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

derivative financial instruments are recognised initially at fair value. attributable transaction costs are recognised in profit or loss when incurred. Subsequent to initial recognition,

[1] AccounTinG policies [conTinued]

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2010 ANNUAL REPORT 53

derivatives are measured at fair value. the gain or loss on remeasurement to fair value is recognised immediately in profit or loss. however, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged.

cash flow hedges

changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised directly in other comprehensive income and presented in equity to the extent that the hedge is effective. to the extent that the hedge is ineffective, changes in fair value are recognised in profit or loss.

if the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. the cumulative gain or loss previously recognised in equity remains there until the forecast transaction occurs. when the hedged item is a non-financial asset, the amount recognised in equity is transferred to the carrying amount of the asset when it is recognised. in other cases the amount recognised in equity is transferred to profit or loss in the same period that the hedged item affects profit or loss.

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

1.6.3 offseT

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

1.7 non-currenT AsseTs held for sAle (oTher ThAn invesTMenT properTies)

immediately before classification as held for sale, the measurement of assets (and all assets and liabilities in a disposal group) is brought up to date in accordance with applicable iFrS. then, on initial classification as held for sale, non-current assets and disposal groups are recognised at the lower of carrying amount and fair value less costs to sell.

impairment losses on initial classification as held for sale are included in profit or loss, even when there is a fair value adjustment. the same applies to gains or losses on subsequent remeasurement.

1.8 Goodwill And inTAnGible AsseTs

goodwill

all business combinations are accounted for by applying the purchase method. goodwill only arises on acquisition of a business. goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable

assets acquired on acquisition date.

goodwill is stated at cost less any accumulated impairment losses. goodwill is allocated to cash generating units and is tested annually for impairment. negative goodwill arising on acquisition is recognised directly in profit or loss.

Intangible assets

intangible assets acquired are stated at cost less accumulated amortisation and impairment losses.

expenditure on internally generated goodwill and brands is recognised in profit or loss as an expense as incurred.

Subsequent expenditure on capitalised intangible assets is capitalised only when it is probable that future economic benefits will flow to the group and that the cost can be measured reliably. all other expenditure is expensed as incurred.

amortisation is charged to profit or loss on a straight line basis over the estimated useful lives of intangible assets from the date that they are available for use unless such lives are indefinite. intangible assets with an indefinite useful life are systematically tested for impairment at each reporting date.

the estimated useful life of all intangible assets in the group is 5 years.

1.9 iMpAirMenT

Financial assets

a financial asset not carried at fair value through profit and loss is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. a financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flow of that asset.

an impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flow discounted at the original effective interest rate. an allowance account is used to reduce the carrying amount of tenant receivables impaired by credit losses. an impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value.

individually significant financial assets are tested for impairment on an individual basis. the remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

all impairment losses are recognised in profit or loss.

an impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost. the reversal is recognised in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.

[1] AccounTinG policies [conTinued]

[conTinued]

54 AcUcAP PROPERTIEs LTD

1.9 iMpAirMenT (conTinued)

Non-financial assets

the carrying amount of the group’s non-financial assets, other than investment property, investment property under development, property inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. if any such indication exists, then the asset’s recoverable amount is estimated.

the recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. in assessing value in use, the estimated future cash flows are discounted to their present values using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of the other assets or groups of assets (the “cash generating unit”).

an impairment loss is recognised if the carrying amount of an asset or its cash generating unit exceeds its estimated recoverable amount. impairment losses are recognised in profit or loss. impairment losses in respect of cash generating units are first allocated to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amount of the other assets. impairment losses in respect of goodwill are not reversed.

impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. an impairment loss is reversed if there has been a change in estimates used to determine the recoverable amount. an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

1.10 provisions

provisions are recognised when the group has present legal or constructive obligations arising from past events, from which outflows of economic benefits are probable, and where reliable estimates can be made of the amount of the obligations. provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

1.11 revenue

revenue comprises rental income and income from the sale of property development inventory, excluding vat. rental income from investment property is recognised in profit or loss on a straight line basis over the term of the lease. lease incentives granted are recognised as an integral part of the total rental income.

revenue from the sale of property development inventory is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. transfer of risks and rewards depends on the terms of the contract of sale.

1.12 expenses

Net financing costs

net financing costs comprise interest payable on borrowings calculated using the effective interest method, interest receivable on funds invested and gains and losses on hedging instruments that are recognised in profit or loss.

interest income is recognised in profit or loss as it accrues, using the effective interest method.

Operating lease payments

payments made under operating leases are recognised in profit or loss on a straight line basis over the term of the lease.

1.13 TAx

taxation expense comprises current and deferred tax. the taxation expense is recognised in profit and loss except to the extent that it relates to items recognised directly in other comprehensive income, in which case it is recognised in other comprehensive income.

current tax comprises tax payable calculated on the basis of the expected taxable income for the period, using the tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

deferred tax is recognised in respect of temporary differences. temporary differences are differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. the amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the reporting date. the effect on deferred tax of any changes in tax rates is recognised in profit and loss except to the extent that it relates to deferred tax recognised previously in other comprehensive income.

the following temporary differences are not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.

a deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised. deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

[1] AccounTinG policies [conTinued]

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1.14 shAre cApiTAl

Ordinary share capital

ordinary shares are classified as equity. external costs directly attributable to the issue of new shares are shown as a deduction of the issue proceeds, net of tax, within equity.

Dividends

dividends are recognised as a liability in the period in which they are declared.

1.15 seGMenT reporTinG

the group has the following operating segments:

- retail- offices- industrial- property development

Segment results include revenue and expenses directly attributable to a segment and the relevant portion of enterprise revenue and expenses that can be allocated on a reasonable basis to a segment. Segment assets and liabilities comprise those assets and liabilities that are directly attributable to the segment on a reasonable basis.

1.16 eMployee benefiTs

the cost of all short term employee benefits is recognised during the period in which the employee renders the related service. Short term employee benefits are measured on an undiscounted basis. the accrual for employee entitlements to salaries and annual leave represent the amount which the group has a present obligation to pay as a result of employees’ services provided to the reporting date. the group has a defined contribution pension fund, although not all employees participate in the fund. contributions to the pension fund for the participating group employees are charged against income as incurred.

1.17 bee TrAnsAcTions

the group and company applied substance over form when accounting for Bee transactions. where substantially all the risks and rewards relating to ownership of linked units are not transferred to the subscriber, or where loans raised to finance such an issue are guaranteed by the group and company, the issue of such units is not recognised as an issue of linked units, but the group and company are considered to have issued the Bee partner with an option. any derivative obligation arising as a result of the Bee transaction is recognised in accordance with note 1.6.2. other assets and liabilities arising as a result of the Bee transaction and the guarantee provided by the group and company are recognised in accordance with the specified accounting policy relating to such asset or liability.

[2] finAnciAl risk MAnAGeMenT

the group has exposure to the following risks from its use of financial instruments:

- credit risk- liquidity risk- market risk

this note presents information about the group’s exposure to each of the above risks, the group’s objectives, policies and processes for measuring and managing risk, and the group’s management of capital. Further quantitative disclosures are included throughout these financial statements.

the board of directors has overall responsibility for the establishment and oversight of the group’s risk management framework. the board has delegated the responsibility for developing and monitoring the group’s risk management policies to the executive directors. the executive directors report to the board of directors on their activities. the group audit committee oversees how the executive directors monitor compliance with the group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the group.

the group’s risk management policies are established to identify and analyse the risks faced by the group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. risk management policies and procedures are reviewed regularly to reflect changes in market conditions and the group’s activities.

risk exposure and management policies and procedures are consistent with those of the prior year.

crediT risk

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 group’s trade and other receivables, loans, cash and cash equivalents and investment securities. credit risk to the company is the risk of financial loss to the company if a subsidiary for whose loans security has been provided, fails to meet its contractual obligations.

Trade and other receivables

trade and other receivables relate mainly to the group’s tenants and deposits with municipalities.

the group’s exposure to credit risk is influenced mainly by the individual characteristics of each tenant. the group’s wide-spread tenant base reduces credit risk.

management has established a credit policy under which each new tenant is analysed individually for creditworthiness before the group’s standard payment terms and conditions are offered which include, in the majority of cases, the provision

[1] AccounTinG policies [conTinued]

[conTinued]

56 AcUcAP PROPERTIEs LTD

[2] finAnciAl risk MAnAGeMenT [conTinued]

crediT risk (conTinued)

of a deposit of at least one month’s rental. when available, the group’s review includes external ratings.

in monitoring tenant credit risk, tenants are grouped according to their credit characteristics, including whether they are an individual or legal entity, industry, size of business and existence of previous financial difficulties.

the group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables.

the main component of this allowance is a specific loss component that relates to individually significant exposures.

Loans in respect of unit purchase scheme

the group’s exposure to credit risk is influenced by the security provided for the loans and also the characteristics of each borrower who is an employee of the group.

the group establishes an allowance for impairment that represents its estimate of specific incurred losses due to the borrowers’ inability to meet their commitments.

Investments, cash and cash equivalents

the group limits its exposure to credit risk by only placing funds with reputable financial institutions for investing and cash handling purposes.

security provided

on incorporation, the company provided pledges and cessions of the shares and loans to certain subsidiaries to the providers of finance to the subsidiaries. Subsequently, mortgage bonds have been recognised against the properties owned by the subsidiaries as security for these loans. the pledges and cessions have as yet not been cancelled and as such provide additional security to the providers of finance to the subsidiary. any imputed income from providing these pledges and cessions is incorporated in the interest received from the subsidiary (refer note 11). the group has also provided a surety to the financier of the Bee transaction, refer note 19.

liquidiTy risk

liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. the group’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group’s reputation.

the group monitors cash flow requirements taking account of rentals receivable on a monthly basis. Surplus funds are utilised to reduce borrowings. typically the group ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. in addition the group has negotiated certain lines of credit with financial institutions, refer note 18.

MArkeT risk

market risk is the risk that changes in market prices, such as interest rates and equity prices will affect the group’s income or the value of its holdings of financial instruments. the objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

the group is mainly exposed to interest rate risk and adopts a policy of ensuring that at least 70% of its exposure to changes in interest rates on borrowings is on a fixed rate basis. this is achieved by entering into interest rate swaps. all such transactions are carried out within the guidelines set by the board of directors.

currency risk

the group has no exposure to currency risk.

Other market price risk

equity price risk arises from the investment in listed investments which are carried at fair value. Fair value adjustments are recognised directly in equity. all buy and sell decisions are approved by the executive directors.

cApiTAl MAnAGeMenT

the board’s policy is to maintain a strong capital base, comprising its unitholders’ interest, so as to maintain investor, creditor and market confidence and to sustain future development of the business. it is the group’s stated purpose to deliver long term sustainable growth in distributions per unit. at least 99% of net profits, as defined in the debenture trust deed, are distributed on a six monthly basis. the board of directors monitors the level of distributions to unitholders and ensures compliance with the terms of the debenture trust deed and that no profits of a capital nature are distributed. there were no changes in the group’s approach to capital management during the year. neither the company nor any of its subsidiaries are subject to externally imposed capital requirements.

[06] ANNUAL FINANcIAL sTATEMENTs

58 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

[3] invesTMenT properTies And relATed receivAbles

cost 3 466 246 3 272 911 - -

Subsequent expenditure * 674 778 565 055 - -

accumulated fair value adjustment 1 222 747 1 004 032 - -

deferred lease incentive expense 16 095 15 963 - -

invesTMenT properTies 5 379 866 4 857 961 - -

Straight lining of leases

- non current receivable 112 284 112 591 - -

- current receivable 24 005 17 204 - -

cArryinG vAlue 5 516 155 4 987 756 - -

movement in investment properties and related receivables

carrying value at beginning of year 4 987 756 5 046 690 - -

additions 291 840 30 000 - -

Subsequent expenditure ** 109 970 174 175 - -

Fair value adjustment 217 701 ( 8 582) - -

increase in straight lining receivable 6 494 6 681 - -

increase/ (decrease) in deferred lease incentive expense 132 ( 5 731) - -

disposals ( 24 182) - - -

transferred from investment properties under development (refer note 5) 14 444 7 056 - -

transferred to investment properties held for sale (refer note 4) ( 50 000) ( 262 533) - -

transferred to property development inventory (refer note 7) ( 38 000) - - -

cArryinG vAlue AT end of yeAr 5 516 155 4 987 756 - -

Operating lease receivables

non-cancellable operating rentals are receivable as follows:

less than one year 452 618 396 852 - -

Between one and five years 1 043 629 991 554 - -

more than five years 197 063 220 054 - -

1 693 310 1 608 460 - -

less straight line portion (1 557 021) (1 478 665) - -

receivAble rAised 136 289 129 795 - -

* includes interest capitalised of R 27 545 898 (2009: R 22 608 127)** includes interest capitalised of R 4 937 771 (2009: R 7 249 986)

investment properties are encumbered as per note 18. a register of investment properties is available for inspection at the group’s registered office.

carrying value 5 516 155 4 987 756 - -

deferred lease incentive expense ( 16 095) ( 15 963) - -

fAir vAlue per vAluers 5 500 060 4 971 793 - -

investment properties were independently valued at 31 march 2010 on the open market value basis by the following professional valuers who are registered with the South african institute of valuers:

cape town properties - mrB gibbons of magnus penny (proprietary) limited•gauteng and KwaZulu-natal properties - p parfitt of hhmp property developers (proprietary) limited•eastern cape properties - gJ Boyd of majola & Boyd (proprietary) limited•

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 59

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

[4] invesTMenT properTies held for sAle And relATed receivAbles

Fair value 47 623 138 642 - -

Straight lining of leases

- non current receivable 2 377 1 014 - -

- current receivable - 922 - -

cArryinG vAlue 50 000 140 578 - -

the investment properties held for sale are included in the office segment. the investment properties held for sale consists of properties that the directors have decided will be recovered through sale rather than through use as they are no longer considered to be aligned to the remainder of the property portfolio. it is expected that these properties will be disposed of in the forthcoming year.

[5] invesTMenT properTies under developMenT

cost 147 700 162 144 - -

accumulated impairment ( 29 662) ( 29 662) - -

Subsequent expenditure * 85 974 58 629 - -

Fair value adjustment ( 612) - - -

cArryinG vAlue *** 203 400 191 111 - -

movement in investment properties under development:

carrying value at beginning of year 191 111 161 990 - -

Subsequent expenditure ** 27 345 36 177 - -

transferred to investment properties (refer note 3) ( 14 444) ( 7 056) - -

Fair value adjustment ( 612) - - -

cArryinG vAlue AT end of yeAr *** 203 400 191 111 - -

* includes interest capitalised of R49 876 826 (2009: R29 645 267)** includes interest capitalised of R20 231 559 (2009: R16 092 989)*** Investment properties under development are carried at fair value

for the first time in the current financial year (refer note 1.2.1). The change does not affect the prior period balances of investment property under development, or the prior period deferred tax balances. The change has been applied prospectively in the current financial year.

investment properties under development are not encumbered.

[6] owner-occupied properTy

cost 10 449 10 449 - -

Subsequent expenditure 936 903 - -

accumulated depreciation ( 1 041) ( 524) - -

cArryinG vAlue 10 344 10 828 - -

movement in owner-occupied property:

carrying value at beginning of year 10 828 10 404 - -

Subsequent expenditure 33 852 - -

depreciation ( 517) ( 428) - -

cArryinG vAlue AT end of yeAr 10 344 10 828 - -

owner occupied property is not encumbered.

[7] properTy developMenT invenTory

unlisted shares in property syndication companies - 44 - -

work-in-progress 19 350 24 390 - -

developments costs 2 904 3 880 - -

development land 911 1 714 - -

development buildings 38 000 - - -

cArryinG vAlue 61 165 30 028 - -

[conTinued]

60 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

[8] loAns in respecT of The AcucAp uniT purchAse scheMe

at a special meeting held on 29 march 2005, linked unit holders approved the formation of the acucap unit purchase trust ("the trust"). the trust has been consolidated into the group annual financial statements. in terms of the rules of the trust, the maximum number of linked units which may be granted to the participants is limited to 7.5% of the issued linked units in the company at any time.

2010 2010 2009 2009

% of issued linked uniTs

nuMber of linked uniTs

% of issued linked uniTs

nuMber of linked uniTs

maximum linked units available 7.5% 11 863 031 7.5% 11 000 257

issued to the participants in the acucap unit purchase trust 7.4% 11 747 000 7.1% 10 462 000

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

Loan to Acucap Unit Purchase Trust

the acucap unit purchase trust - - 294 230 248 689

Loans to directors and employees

directors

- pa theodosiou 62 281 56 969 - -

- Jh rens 38 665 42 110 - -

- cB marlow 41 310 36 348 - -

employees 151 974 113 262 - -

294 230 248 689 294 230 248 689

the terms of the loans to beneficiaries are as follows:the loans bear interest at a fixed rate per annum, as indicated opposite, compounded monthly and capitalised to the loan account.•interest distributions received on the linked units by the beneficiaries are applied to the interest payable.•the loans are secured by a pledge and cession of the linked units to the acucap unit purchase trust.•the maximum period for the repayment of the loans is a period of ten years.•in the event of the resignation or dismissal of a beneficiary, the loans are repayable within one year.•in the event of the retrenchment or death of a beneficiary, the loans are repayable within two years.•the loans are repayable in cash.•

the terms of the loan from the company to the acucap unit purchase trust are as follows:the loan bears interest at a fixed rate per annum, as indicated opposite, compounded monthly.•interest is payable bi-annually, on or before 30 June and 15 december of each year.•the loan is repayable on receipt of payments from beneficiaries to the trust.•the loan is repayable in cash. •

linked uniTs held AT beGinninG of yeAr

linked uniTs GrAnTed

durinG yeAr

linked uniTs repAid by

beneficiAries

linked uniTs held AT end of

yeAr

2010

directors

- pa theodosiou 2 530 000 160 000 - 2 690 000

- Jh rens 1 850 000 160 000 ( 500 000) 1 510 000

- cB marlow 1 525 000 160 000 - 1 685 000

employees 4 557 000 1 325 000 ( 20 000) 5 862 000

10 462 000 1 805 000 ( 520 000) 11 747 000

2009

directors

- pa theodosiou 2 530 000 - - 2 530 000

- Jh rens 1 850 000 - - 1 850 000

- cB marlow 1 525 000 - - 1 525 000

employees 3 379 000 1 200 000 ( 22 000) 4 557 000

9 284 000 1 200 000 ( 22 000) 10 462 000

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 61

[8] loAns in respecT of The AcucAp uniT purchAse scheMe (conTinued)

inTeresT rATe

nuMber of linked uniTs

dATe issue price ouTsTAndinG bAlAnce

MArkeT vAlue

r’000 r’000 r’000

2010IssUE 1 directors- pa theodosiou 8.416% 1 300 000 31 mar 2005 22 295 22 055 42 835 - Jh rens 8.416% 400 000 31 mar 2005 6 860 6 727 13 180 - cB marlow 8.416% 605 000 31 mar 2005 10 376 10 248 19 935 IssUE 2 employees 8.524% 740 000 13 June 2005 12 913 12 782 24 383 IssUE 3 directors- pa theodosiou 7.037% 230 000 12 dec 2005 5 108 4 862 7 579 - Jh rens 7.037% 200 000 12 dec 2005 4 442 4 228 6 590 - cB marlow 7.037% 200 000 12 dec 2005 4 442 4 228 6 590 employees 7.037% 215 000 12 dec 2005 4 775 4 561 7 084 IssUE 4employees 6.523% 310 000 6 mar 2006 7 428 7 363 10 215 IssUE 5employees 7.878% 500 000 31 Jul 2006 10 620 10 499 16 475 IssUE 6directors- pa theodosiou 6.185% 600 000 21 Feb 2007 17 418 17 524 19 770 - Jh rens 6.185% 450 000 21 Feb 2007 13 064 13 143 14 828 - cB marlow 6.185% 420 000 21 Feb 2007 12 193 12 267 13 839 employees 6.185% 514 500 21 Feb 2007 14 936 15 023 16 953 IssUE 7directors- pa theodosiou 6.559% 400 000 1 nov 2007 12 656 13 094 13 180 - Jh rens 6.559% 300 000 1 nov 2007 9 492 9 821 9 885 - cB marlow 6.559% 300 000 1 nov 2007 9 492 9 821 9 885 employees 6.559% 1 077 500 1 nov 2007 34 092 35 273 35 504 IssUE 8employees 9.800% 1 180 000 25 nov 2008 28 131 27 921 38 881 IssUE 9employees 8.827% 525 000 25 Sept 2009 14 516 14 605 17 299 IssUE 10directors- pa theodosiou 8.362% 160 000 20 nov 2009 4 811 4 746 5 272 - Jh rens 8.362% 160 000 20 nov 2009 4 811 4 746 5 272 - cB marlow 8.362% 160 000 20 nov 2009 4 811 4 746 5 272 employees 8.362% 800 000 20 nov 2009 24 056 23 947 26 360 TOTAL 11 747 000 293 738 294 230 387 066

2009IssUE 1directors- pa theodosiou 8.416% 1 300 000 31 mar 2005 22 295 21 153 35 880 - Jh rens 8.416% 900 000 31 mar 2005 15 435 14 646 24 840 - cB marlow 8.416% 605 000 31 mar 2005 10 376 9 769 16 698 IssUE 2 employees 8.524% 740 000 13 June 2005 12 913 12 279 20 424 IssUE 3 directors- pa theodosiou 7.037% 230 000 12 dec 2005 5 108 5 040 6 348 - Jh rens 7.037% 200 000 12 dec 2005 4 442 4 382 5 520 - cB marlow 7.037% 200 000 12 dec 2005 4 442 4 382 5 520 employees 7.037% 215 000 12 dec 2005 4 775 4 707 5 933 IssUE 4employees 6.523% 310 000 6 mar 2006 7 428 7 329 8 556 IssUE 5employees 7.878% 500 000 31 Jul 2006 10 620 10 420 13 800 IssUE 6directors- pa theodosiou 6.185% 600 000 21 Feb 2007 17 418 17 697 16 560 - Jh rens 6.185% 450 000 21 Feb 2007 13 064 13 273 12 420 - cB marlow 6.185% 420 000 21 Feb 2007 12 193 12 388 11 592 employees 6.185% 514 500 21 Feb 2007 14 936 15 172 14 199 IssUE 7directors- pa theodosiou 6.559% 400 000 1 nov 2007 12 656 13 079 11 040 - Jh rens 6.559% 300 000 1 nov 2007 9 492 9 809 8 280 - cB marlow 6.559% 300 000 1 nov 2007 9 492 9 809 8 280 employees 6.559% 1 077 500 1 nov 2007 34 092 35 232 29 740 IssUE 8employees 9.800% 1 200 000 25 nov 2008 28 608 28 123 33 121 TOTAL 10 462 000 249 785 248 689 288 751

[conTinued]

62 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

[9] equipMenT

cOsT

Furniture and fixtures 1 488 1 409 980 976

motor vehicles 47 112 - -

office equipment 288 203 69 63

computers and computer software 1 730 1 307 647 491

3 553 3 031 1 696 1 530

AccUMULATED DEPREcIATION AND IMPAIRMENT

Furniture and fixtures 913 628 684 489

motor vehicles 22 41 - -

office equipment 144 90 43 30

computers and computer software 1 015 585 376 250

2 094 1 344 1 103 769

cARRyINg vALUE

Furniture and fixtures 575 781 296 487

motor vehicles 25 71 - -

office equipment 144 113 26 33

computers and computer software 715 722 271 241

1 459 1 687 593 761

schEDULE OF MOvEMENT

opening cost 3 031 1 921 1 530 1 127

opening accumulated depreciation and impairment ( 1 344) ( 713) ( 769) ( 511)

opening carrying value 1 687 1 208 761 616

additions 586 1 194 166 403

disposals ( 28) ( 72) - -

depreciation ( 786) ( 643) ( 334) ( 258)

closing carrying value 1 459 1 687 593 761

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 63

[10] inTAnGible AsseTs

during the previous financial year, the property management agreement for Sycom property Fund was purchased together with 50% of the asset management agreement and 50% of Sycom property Fund managers limited (refer note 31). the property management agreement is being amortised over 5 years effective 1 october 2008.

during the previous financial year, acucap management Services (proprietary) limited, a subsidiary of the group, acquired the property management agreement between acucap and retail international in gauteng. the business was acquired effective 1 april 2008 and the premium paid is being amortised over 5 years effectively from 1 april 2008.

no intangible assets were acquired during the 2010 financial year.

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

cOsT

acquisition of Sycom property management agreement 110 088 110 088 110 088 110 088

acquisition of retail international property management agreement 9 571 9 571 - -

119 659 119 659 110 088 110 088

AMORTIsATION AND IMPAIRMENT LOssEs

Sycom property management agreement 33 026 11 009 33 026 11 009

retail international property management agreement 3 847 1 914 - -

36 873 12 923 33 026 11 009

cARRyINg vALUE

Sycom property management agreement 77 062 99 079 77 062 99 079

retail international property management agreement 5 724 7 657 - -

82 786 106 736 77 062 99 079

schEDULE OF MOvEMENT

opening cost 119 659 - 110 088 -

opening amortisation (12 923) - (11 009) -

opening carrying value 106 736 - 99 079 -

additions - 119 659 - 110 088

amortisation (23 950) (12 923) (22 017) (11 009)

closing carrying value 82 786 106 736 77 062 99 079

[11] inTeresT in subsidiAries And JoinTly conTrolled enTiTies

issued shAre

cApiTAl 2010

issued shAre

cApiTAl2009

percenTAGe holdinG

2010

percenTAGe holdinG

2009

r r

11.1 Group inTeresT in JoinTly conTrolled enTiTies

Swanvest 334 (proprietary) limited (refer note 31) - 120 - 50%

Sycom property Fund managers limited (refer note 31) 440 440 50% 50%

invesTMenT ^

2010 2009

r’000 r’000

Sycom property Fund managers limited (refer note 31) 98 368 98 368

Swanvest 334 (proprietary) limited (refer note 31) - 12 335

98 368 110 703

^ Investments at cost less accumulated impairment

[conTinued]

64 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

[11] inTeresT in subsidiAries And JoinTly conTrolled enTiTies (conTinued)

issued shAre cApiTAl

2010

issued shAre cApiTAl

2009

percenTAGe holdinG

2010

percenTAGe holdinG

2009r r

11.2 coMpAny inTeresT in subsidiAries And JoinTly conTrolled enTiTies

subsidiariesAcTiveacucap investments (proprietary) limited 1 1 100% 100%atlas properties limited 63 784 922 63 784 922 100% 100%advent properties (proprietary) limited ** 41 840 713 41 840 713 100% 100%atlas property developments (proprietary) limited ** 5 214 5 214 100% 100%acucap management Services (proprietary) limited ** 1 1 100% 100%

non TrAdinG

acucap investments 2 (proprietary) limited 100 100 100% 100%acucap investments 3 (proprietary) limited 100 100 100% 100%acucap property management (proprietary) limited 1 000 1 000 100% 100%acucap investments 4 (proprietary) limited 300 300 100% 100%illovo Boulevard piazzas (proprietary) limited * 100 100 100% 100%intabrink investments (proprietary) limited * 100 100 100% 100%acucap investments 5 (proprietary) limited 100 100 100% 100%atlas property Services (proprietary) limited ** 100 100 100% 100%rivonia ext 4 (proprietary) limited ** 100 100 100% 100%carlyns trust (proprietary ) limited ** 2 2 100% 100%Jointly controlled entitiesSwanvest 334 (proprietary) limited (refer note 31) ** - 120 - 50%Sycom property Fund managers limited (refer note 31) 440 440 50% 50%

* Share capital held through Acucap Investments 4 (Proprietary) Limited, a wholly owned subsidiary** Share capital held through Atlas Properties Limited, a wholly owned subsidiary

invesTMenT ^ AMounT owinG by / (To)

2010 2009 2010 2009

r’000 r’000 r’000 r’000

acucap investments (proprietary) limited # # 1 348 452 794 773 acucap investments 2 (proprietary) limited # # 35 652 26 504 acucap investments 3 (proprietary) limited # # 315 018 315 012 acucap property management (proprietary) limited # # 2 504 215 acucap investments 5 (proprietary) limited # # - - acucap investments 4 (proprietary) limited 204 033 204 033 334 956 335 974 atlas properties limited 1 282 408 1 282 408 ( 42 733) 204 158 Sycom property Fund managers limited (refer note 31) 98 368 98 368 - -

1 584 809 1 584 809 1 993 849 1 676 636

^ Investments at cost less accumulated impairment# Less than R1 000 accumulated

the loan to acucap investments (proprietary) limited bears interest at a rate of not less than 99% of the net profit of acucap investments (proprietary) •limited as defined in the debenture trust deed. interest is payable six monthly (in arrears). the shares in and loan to acucap investments (proprietary) limited are ceded and pledged to nedbank limited as security for the nedbank limited loans to the subsidiary (see note 18). interest earned amounted to r379 026 977 (2009: r275 485 416) for the year under review.the loan to acucap investments 2 (proprietary) limited bears interest at a rate of not less than 99% of the net profit of acucap investments 2 •(proprietary) limited as defined in the debenture trust deed. interest is payable six monthly (in arrears). interest earned amounted to r nil (2009: r2 478 043) for the year under review.the loan to acucap investments 3 (proprietary) limited bears interest at a rate of not less than 99% of the net profit of acucap investments 3 •(proprietary) limited as defined in the debenture trust deed. interest is payable six monthly (in arrears). interest earned amounted to r nil (2009: r15 431 497) for the year under review. the loan to acucap property management (proprietary) limited bears interest at a rate of not less than 99% of the net profit of acucap property •management (proprietary) limited as defined in the debenture trust deed. interest is payable six monthly (in arrears). interest expense amounted to r21 735 (2009: r34 429 income) for the year under review. the loan to acucap investments 4 (proprietary) limited bears interest at a rate of not less than 99% of the net profit of acucap investments 4 •(proprietary) limited as defined in the debenture trust deed. interest is payable six monthly (in arrears). interest earned amounted to r17 743 (2009: r11 730 250) for the year under review.the loan from atlas properties limited bears interest at a rate of not less than 99% of the net profit of atlas properties limited as defined in the debenture •trust deed. interest is payable six monthly (in arrears). the shares in and loan to atlas properties limited are ceded and pledged to nedbank limited as security for the nedbank limited loans to the subsidiary (see note 18). interest earned amounted to r27 856 295 (2009: r74 089 116) for the year under review.all loans are repayable in cash. •

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 65

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

Note r'000 r'000 r'000 r'000

[12] TrAde And oTher receivAbles

prepayments 2 570 576 325 458

deposits 5 229 4 920 18 17

municipal recoveries from tenants 32 518 25 801 - -

tenants and cash collected by managing agents 14 638 18 403 - -

vat receivable 266 1 160 - -

Sundry receivables 17 156 18 886 7 125 8 485

cash deposits pledged against bond shorts 18.6 30 467 - 30 467 -

loan to the white road Joint venture 39 964 32 658 - -

loan in respect of sale of Swanvest 12 342 - - -

distribution accrued in respect of listed investments 30 852 29 748 30 852 29 748

other interest accrued 306 2 596 - 497

186 308 134 748 68 787 39 205

[13] lisTed invesTMenTs

uniTs uniTs uniTs uniTs

units in Sycom property Fund 37 541 376 37 541 376 37 541 376 37 541 376

r'000 r'000 r'000 r'000

carrying value at beginning of year 641 958 669 600 641 958 669 600

units acquired - 9 259 - 9 259

distribution accrual included in purchase cost - 242 - 242

purchase cost of units acquired - 9 501 - 9 501

distribution accrued 30 852 56 263 30 852 56 263

distribution received ( 29 748) ( 52 715) ( 29 748) ( 52 715)

Fair value adjustment recognised directly in equity 174 214 ( 40 691) 174 214 ( 40 691)

carrying value at end of year 817 276 641 958 817 276 641 958

comprising:

distribution accrual included in trade and other receivables 12 30 852 29 748 30 852 29 748

non-current listed investments 786 424 612 210 786 424 612 210

817 276 641 958 817 276 641 958

the investment represents a total interest of 18.3% (2009: 18.3%) in Sycom which is treated as an investment as the group does not have significant influence, as defined in iaS 28.9 291 376 units (2009: 9 291 376 units) with a market value of r202 273 256 (2009: r158 882 530) are pledged as security for financial liabilities - refer note 18.1. (nedbank loan)14 750 000 units (2009: 19 750 000 units) with a market value of r321 107 500 (2009: r337 725 000) are pledged as security for financial liabilities - refer note 18.6. (Bond shorts)

[14] cAsh And cAsh equivAlenTs

cash on call 176 1 158 - -

current account 37 736 21 047 1 618 219

37 912 22 205 1 618 219

[conTinued]

66 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

[15] shAre cApiTAl And shAre preMiuM

Authorised

300 million (2009: 300 million) ordinary shares of 0.1 cent each 300 300 300 300

Issued

Share capital 150 138 150 138

158 173 748 (2009: 146 670 099) ordinary shares of 0.1 cent each 158 146 158 146

8 420 994 (2009: 8 420 994) shares issued in terms of Bee transaction (see note 19) ( 8) ( 8) ( 8) ( 8)

Share premium per statement of financial position 1 535 783 1 334 481 1 535 783 1 334 481

Share premium 1 645 304 1 444 002 1 645 304 1 444 002

Share premium with respect to shares issued in terms of Bee transaction (see note 19) ( 109 521) ( 109 521) ( 109 521) ( 109 521)

1 535 933 1 334 619 1 535 933 1 334 619

each share is linked to a debenture, which together comprises a linked unit (see note 17).the unissued shares are under the control of the directors until the next annual general meeting.

[16] non-disTribuTAble reserve

resTATed resTATed

Fair value and straight lining of leases adjustment reserve (net of deferred tax) 1 078 276 773 672 82 990 ( 66 834)

- investment properties 995 285 840 505 - -

- listed investments 82 991 ( 66 833) 82 990 ( 66 834)

realised capital profits 171 628 108 540 14 674 14 674

- investment properties 156 954 93 866 - -

- listed investments 14 674 14 674 14 674 14 674

Fair value loss on cash flow hedge ( 79 607) ( 69 049) ( 60 516) ( 55 935)

Fair value loss on government bonds ( 14 366) ( 20 067) ( 14 366) ( 20 067)

1 155 931 793 096 22 782 ( 128 162)

movement in non distributable reserves

carrying value at beginning of year 793 096 984 309 ( 128 162) ( 13 874)

adjustment to fair value reserve of listed investments 149 824 ( 34 994) 149 824 ( 34 994)

adjustment to fair value reserve of financial instruments ( 10 558) ( 94 834) ( 4 581) ( 59 227)

adjustment to fair value reserve of government bonds 5 701 ( 20 067) 5 701 ( 20 067)

adjustment to fair value reserve of investment properties 154 780 ( 63 352) - -

transfer of realised capital profit to reserves 63 088 22 034 - -

carrying value at end of year 1 155 931 793 096 22 782 ( 128 162)

[17] debenTures

158 173 748 (2009: 146 670 099) subordinated unsecured variable rate debentures of r9.99 each.

1 580 156 1 465 234 1 580 156 1 465 234

8 420 994 (2009: 8 420 994) debentures of r9.99 each in terms of Bee transaction (refer note 19)

( 84 126) ( 84 126) ( 84 126) ( 84 126)

1 496 030 1 381 108 1 496 030 1 381 108

the debentures bear interest at a rate of not less than 99% of the net profit as defined in the debenture trust deed. interest is payable six monthly. the debentures are redeemable:

after 25 years from date of allotment subject to a special resolution with redemption taking place 5 years after the date of the special resolution;•at the option of the company subject to compliance with statutes and the requirements of the JSe limited, as applicable; or•immediately at the option of the trustee if the company fails to adhere to the terms of the trust deed; commits an act of insolvency or disposes •of or attempts to dispose of the whole or substantially the whole of its undertaking.

the rights of debenture holders to repayment are subordinated in favour of the claims of other creditors.

[06] ANNUAL FINANcIAL sTATEMENTs

68 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

inTeresT rATe

expiry dATe of inTeresT rATe

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

% r’000 r’000 r’000 r’000

[18] finAnciAl liAbiliTies

total financial liabilities 2 526 629 2 470 186 1 593 567 1 515 491 non-current financial liabilities 2 008 111 2 045 969 1 375 049 1 291 274 current financial liabilities 518 518 424 217 218 518 224 217

Financial liabilities consist of the following:

18.1 nedbAnk liMiTed (“nedbAnk”) 1 217 111 1 552 548 754 049 975 274

- amounts included in non-current liabilities 1 217 111 1 552 548 754 049 975 274 - amounts included in current liabilities - - - -

nedbank facilities and loan balances consist of the following:

Nedbank Facility A 431 509 552 497 - - - variable portion prime less 2.30 mar-12 31 509 ( 107 503) - - - fixed loan B 13.2 (F) mar-12 50 000 50 000 - - - swap a (rmB) 9.61 (S) aug-09 - 60 000 - - - swap B (nedbank) 10.26 (S) Sep-11 50 000 50 000 - - - swap c (nedbank) 11.23 (S) Feb-13 200 000 200 000 - - - swap d (nedbank) 9.98 (S) oct-23 100 000 100 000 - - - swap e (nedbank) 9.51 (S) nov-15 - 100 000 - - - swap F (nedbank) 9.53 (S) nov-14 - 100 000 - - Nedbank Facility B 570 313 791 538 570 313 791 538 - variable portion prime less 2.30 apr-13 ( 99 687) 121 538 ( 99 687) 121 538 - swap a (nedbank) 11.73 (S) may-21 250 000 250 000 250 000 250 000 - swap B (nedbank) 11.15 (S) aug-16 70 000 70 000 70 000 70 000 - swap c (nedbank) 10.94 (S) Jul-17 50 000 50 000 50 000 50 000 - swap d (nedbank) 11.625 (S) Jul-19 50 000 50 000 50 000 50 000 - swap e (nedbank) 11.075 (S) Jul-20 50 000 50 000 50 000 50 000 - swap F (nedbank) 10.93 (S) Jul-23 50 000 50 000 50 000 50 000 - swap g (nedbank) 10.905 (S) aug-20 50 000 50 000 50 000 50 000 - swap h (nedbank) 10.71 (S) Sep-16 50 000 50 000 50 000 50 000 - swap i (nedbank) 10.44 (S) Sep-20 50 000 50 000 50 000 50 000

(S) = Swap rate(F) = Fixed interest financial liability - refer note 28.1.2(RMB) = The interest rate on the facility has been hedged through FirstRand Bank Limited(Nedbank) = The interest rate on the facility has been hedged through Nedbank Limited

•ThetotalfacilityisR1768461456(2009:R1768461456)consistingoffacilityAofR976923456(2009:R976923456)andfacilityBof r791 538 000 (2009: r791 538 000).

•Thecapitalisrepayableinfullon31March2012forfacilityAand30April2013forfacilityB.•Theinterestratesreverttoprimeminus2.30%onexpiryofthereflectedratesfortheswapsandfixedinterestloan.

Facilities a and B are secured as follows:

•ThefinancialliabilitiesaresecuredbyapledgeandcessionofthesharesinAcucapInvestments(Proprietary)LimitedandofanyclaimswhichAcucapproperties limited may have against acucap investments (proprietary) limited (see note 11).

•ThefinancialliabilitiesarealsosecuredbyapledgeandcessionofthesharesinAtlasPropertiesLimitedandofanyclaimswhichAcucapPropertieslimited may have against atlas properties limited (see note 11).

•AcucapInvestments(Proprietary)Limitedmaynotdisposeofmorethan10%ofitsinvestmentpropertieswithouttheconsentofNedbank(seenote3).•AcucapInvestments(Proprietary)LimitedrequiresthewrittenconsentofNedbankbeforeitmayincuranyindebtedness,otherthantheindebtednessto

nedbank and ordinary trade creditors, of more than r500 000.•IfthegrossamountduetoNedbankexceeds55%ofthegrosscarryingvalueoftheinvestmentpropertiesortheincomeofAcucapInvestments

(proprietary) limited for any quarter does not exceed 150% of the interest due, then acucap investments (proprietary) limited will be required to repay such portion of the capital advanced to achieve the above minimum ratios.

•AcucapInvestments(Proprietary)Limitedmaynotpurchase,redeemorreduceitssharecapitalduringtheperiodoftheagreement.•FacilityBisfurthersecuredbypledgesandcessionsof9291376(2009:9291376)SycomPropertyFundunitswithamarketvalueofR202273256

(2009: r158 882 530).•FacilitiesAandBaresecuredbymortgagebondsoverthefollowingpropertieswithacarryingvalueofR2980459000(2009:R2827868320)

- erf 1206 mill park, port elizabeth- undivided 27.5632% share of the Bridge, situated on erf 2860 newton park

and erf 2878 mount road, port elizabeth - Stands 1 & 2 Key west township, portion 389 (a portion of 377) of the farm

paardeplaats no 177, portion 392 (a portion of 389) of the farm paardeplaats no 177, Krugersdorp

- erven 940 and 255, randfontein- erf 36 township of menlyn extension 4, gauteng- portion 1 of erf 357 val-de-grace extension 8, gauteng- erf 5 Faerie glen, gauteng

- erf 1767 Fourways extension 23, gauteng- erf 2029 esther park extension 9, Kempton park- remainder erf 287 hughes extension 17, Boksburg- erf 488, 489, illovo- erf 507, portion 1, illovo - erf 5621, Bryanston- erf 502, illovo- erf 5620, Bryanston- erf 2, portion 11, Sandown

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 69

inTeresT rATe

expiry dATe of inTeresT rATe

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

% r’000 r’000 r’000 r’000

[18] finAnciAl liAbiliTies (conTinued)

18.1 nedbAnk liMiTed (“nedbAnk”) (conTinued)

Nedbank Facility c (BEE loan) 183 736 183 736 183 736 183 736 - variable portion prime less 1.80 Jun-14 83 736 83 736 83 736 83 736 - swap a (nedbank) 11.25 (S) dec-13 100 000 100 000 100 000 100 000

(S) = Swap rate(Nedbank) = The interest rate on the facility has been hedged through Nedbank Limited• the total facility is r183 758 856 (2009: r183 758 856).•Thecapitalisrepayableinfullon30June2014.•Theinterestratesreverttoprimeminus1.80%onexpiryofthereflectedratesfortheswap.•The8420994AcucaplinkedunitsissuedintermsoftheBEEtransaction(refernote19)havebeencededtoNedbankassecurityfortheloan.The

market value of the ceded units at 31 march 2010 was r277 471 752 (2009: r232 419 434)

inTeresT rATe

expiry dATe of inTeresT rATe

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

% r’000 r’000 r’000 r’000

Nedbank Facility E 24 777 24 777 - - - variable portion prime less 1 Jan-14 777 24 777 - - - swap a (nedbank) 11.82 (S) nov-13 24 000 - - -

(S) = Swap rate(Nedbank) = The interest rate on the facility has been hedged through Nedbank Limited• ThetotalfacilityisR25236280(2009:R26052000).• Thecapitalisrepayableinfullon8January2014.• ThefacilityissecuredbymortgagebondsoverthefollowingpropertywithacarryingvalueofR40500000(2009:32882898): erf 127260 cape town at retreat

inTeresT rATe

expiry dATe of inTeresT rATe

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

% r’000 r’000 r’000 r’000

Nedbank Facility F 6 776 - - - - variable portion prime less 0.5% Jul-20 6 776 - - -

• ThetotalfacilityisR6984343.• Thecapitalisrepayableinfullon1July2020.

18.2 oTher finAnciAl liAbiliTies - - - - - total amount due 300 000 200 000 - - - less amounts included in current liabilities ( 300 000) ( 200 000) - -

other financial liabilities comprise a r300 000 000 (2009: r200 000 000) overnight loan held with old mutual Specialised Finance (proprietary) limited (“omsfin”). the omsfin overnight loan is unsecured, repayable on demand, and interest is charged at the rand overnight deposit rate with a broker’s margin of 98 basis points.

18.3 old MuTuAl speciAlised finAnce (proprieTAry) liMiTed (“oMsfin”)

inTeresT rATe

expiry dATe of inTeresT rATe

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

% r’000 r’000 r’000 r’000

OMsFIN Facility A 170 000 170 000 - - - swap a (nedbank) 9.95 (S) oct-13 120 000 120 000 - - - swap B (nedbank) 9.73 (S) dec-11 50 000 50 000 - -

(S) = Swap rate(Nedbank) = The interest rate on the facility has been hedged through Nedbank Limitedthe terms are as follows:• ThetotalfacilityisR170million(2009:R170million).• Thecapitalisrepayableinfullon21June2011.• TheinterestratesonfacilitiesreverttotheJIBARrateplus105basispointsonexpiryofthereflectedrates.• IfthegrossamountduetoOmsfinexceeds50%ofthegrosscarryingvalueoftheinvestmentpropertiesortheincomeofAcucapInvestments

(proprietary) limited for any quarter does not exceed 150% of the interest due, then acucap investments (proprietary) limited will be required to repay such portion of the capital advanced to achieve the above minimum ratios.

• ThefinancialliabilityissecuredbymortgagebondsoverthefollowingpropertieswithacarryingvalueofR490500000(2009:R439500000):- erven 2422, 321, 322, 323, 325, 326, 327 and 348 (ptn 1) Sunward park- erf 106087, cape town- remainder of erf 291, erasmusrand- erf 1942, green point- erven 68 and 69, illovo- erven 71 and 72, illovo

[conTinued]

70 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

inTeresT rATe

expiry dATe of inTeresT rATe

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

% r’000 r’000 r’000 r’000

[18] finAnciAl liAbiliTies (conTinued)

18.4 blueprinT oriGinATor (proprieTAry) liMiTed (“blueprinT”) - MAnAGed by sTAndArd bAnk of souTh AfricA liMiTed

Blueprint Facility A 316 000 316 000 316 000 316 000 - fixed loan a 9.80 (F) oct-13 50 000 50 000 50 000 50 000 - fixed loan B 10.05 (F) oct-12 50 000 50 000 50 000 50 000 - fixed loan c 11.37 (F) oct-09 - 50 000 - 50 000 - fixed loan d 10.20 (F) oct-11 50 000 50 000 50 000 50 000 - variable portion Jibar plus 110bps may 11 166 000 116 000 166 000 116 000

(F) = Fixed interest financial liability - refer note 28.1.2the terms are as follows:• ThetotalfacilityisR316million(2009:R316million).• Thecapitalisrepayableinfullon31May2011.• TheinterestratesonfacilitiesreverttotheJIBARrateplus110basispointsonexpiryofthereflectedrates.• Thefinancialliabilityissecuredbythefollowing:

- a suretyship by acucap investments (pty) limited for r776 000 000 - a cession of all rental income from the mortgaged land and buildings - a cession of material damage insurance policies over the mortgaged land and buildings - mortgage bonds over the following properties with a carrying value of r782 500 000 (2009: r737 860 000):Sections 1,2,3 and 4 as per sectional plan SS73/1985, known as gardens centre in cape townerf 30494 cape town at mowbrayerf 30526 cape town at mowbrayerf 159 753 cape town at mowbrayerf 161 488 cape town at mowbrayerf 2977 westville

inTeresT rATe

expiry dATe of inTeresT rATe

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

% r’000 r’000 r’000 r’000

18.5 sTAndArd bAnk of souTh AfricA liMiTed (“sTd bAnk”) 305 000 7 421 305 000 -

- facility a prime less 2 aug-17 - 7 421 - - - facility B Jibar plus 128bps June -11 125 000 - 125 000 - - facility c Jibar plus 110bps may -11 180 000 - 180 000 -

the terms are as follows:• ThetotalfacilityisR430million(2009:R215million).• FacilityBisrepayableby30June2011andFacilityCby31May2011.

• Thefacilitiesaresecuredbythefollowing: - a cession of all rental income from the mortgaged land and buildings - a cession of material damage insurance policies over the mortgaged land and buildings - mortgage bonds over the following properties with a carrying value of r1 096 900 000 (2009: r414 300 000)

erf 3753, pinelandsremainder of erf 766, woodmeaderf 3533, pinelandsportion 45 of Farm albinia 957 Ftportion 1266 of Farm albinia 957 Ft erf 152234, cape townerven 739, 740, 741 and 767, denver extension 7erf 21460, milnerton

• FacilityAwasrepaidduringtheyear.

inTeresT rATe

expiry dATe of inTeresT rATe

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

% r’000 r’000 r’000 r’000

18.6 GovernMenT bonds sold shorT - - - -

- r186 government bond shorts 10.50 dec-26 114 870 116 453 114 870 116 453 - r209 government bond shorts 6.25 mar-36 103 648 107 764 103 648 107 764 - total amount due 218 518 224 217 218 518 224 217 - less amounts included in current liabilities ( 218 518) ( 224 217) ( 218 518) ( 224 217)

the terms are as follows:14,750,000 units in Sycom property Fund valued at r321 107 500 have been ceded and pledged as security for the above bond shorts. (2009: 19,750,000 units valued at r337 725 000) cash deposits of r30 467 064 have been ceded as security for the above bond shorts. (2009: rnil) the intention is to use the governent bonds for long term financing but they are repayable on demand.

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 71

[19] bee insTruMenT

during 2006 the company entered into a Bee transaction with thesele group (proprietary) limited (“thesele group”) in terms of which the thesele group acquires a 10% holding in the company. the transaction became unconditional on 1 September 2006 and mr mS moloko, the chairman of the thesele group, was appointed as a director of the company on 5 September 2006. the thesele group may not dispose of its holding for a period of 8 years expiring on 30 June 2014.

the Bee transaction was facilitated through:- the acquisition of a subsidiary for this purpose - allocating 7 620 994 linked units to the subsidiary- the subsidiary obtaining finance for the acquisition of the linked units- the company providing security for the finance provided to the subsidiary- the company disposing of the subsidiary to the thesele group

an additional 800 000 linked units were issued to the subsidiary as part of a vendor placing on 30 november 2006. due to the restrictions placed on the thesele group’s ability to dispose of the linked units and the surety provided by the company to the financier of the transaction, the linked units have been accounted for as not having been issued for accounting purposes (refer note 15 and 17) and the loan from the financier treated as a liability of the group (refer note 18.1). the right of the thesele group to the linked units has been treated as an option by the thesele group to acquire the linked units expiring in 2014 and has been accounted for as a derivative instrument in terms of iaS 39 and expensed through profit or loss.

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

as at 31 march, the option was valued at: 76 547 40 421 76 547 40 421

the value of the option was calculated using the Black-Scholes call option valuation method (to price a european option) and was based on the following assumptions:

option expiry date of 30 June 2014•volatility estimate of 24% per annum based on historic volatility of acucap unit price since october 2003•dividend assumption of 0% (future distributions equate to the cost of funding)•

the effect on the group results of the Bee transaction not being accounted for as an issue for value is as follows:

AMounTs As reporTed

effecT of bee TrAnsAcTion

AccounTed As issue for vAlue

r’000 r’000 r’000

2010

sTATeMenT of coMprehensive incoMe

net operating expenses ( 56 161) 99 ( 56 062)

Fair value adjustment to Bee instrument ( 36 126) 36 126 -

interest received 107 912 2 761 110 673

interest paid

- debentures ( 388 249) ( 21 832) ( 410 081)

- other ( 223 342) 18 495 ( 204 847)

sTATeMenT of finAnciAl posiTion

loan to cShell 299 (pty) ltd - 31 973 31 973

Financial instruments ( 110 565) 5 982 ( 104 583)

trade and other receivables 186 308 ( 4 610) 181 698

Share capital and share premium (1 535 933) ( 109 530) (1 645 463)

non-distributable reserve (1 155 931) ( 5 982) (1 161 913)

accumulated loss 202 311 ( 84 452) 117 859

debentures (1 496 030) ( 84 126) (1 580 156)

Financial liabilities (2 526 629) 183 736 (2 342 893)

Bee instrument ( 76 547) 76 547 -

trade and other payables ( 103 503) 1 456 ( 102 047)

debenture interest payable ( 195 517) ( 10 994) ( 206 511)

[conTinued]

72 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

AMounTs As reporTed

effecT of bee TrAnsAcTion

AccounTed As issue for vAlue

r’000 r’000 r’000

[19] bee insTruMenT (conTinued)

2009sTATeMenT of coMprehensive incoMenet operating expenses ( 67 398) 97 ( 67 301)Fair value adjustment to Bee instrument 7 835 ( 7 835) - interest received 97 533 3 677 101 210 interest paid- debentures ( 346 390) ( 20 553) ( 366 943)- other ( 250 036) 22 062 ( 227 974)sTATeMenT of finAnciAl posiTionloan to cShell 299 (pty) ltd - 31 553 31 553 Financial instruments ( 95 901) 4 735 ( 91 166)trade and other receivables 134 748 ( 4 719) 130 029 Share capital and share premium (1 334 619) ( 109 530) (1 444 149)non-distributable reserve ( 766 244) ( 4 735) ( 770 979)accumulated loss 83 903 ( 48 803) 35 100 debentures (1 381 108) ( 84 126) (1 465 234)Financial liabilities (2 045 969) 183 736 (1 862 233)Bee instrument ( 40 421) 40 421 - trade and other payables ( 116 183) 1 806 ( 114 377)debenture interest payable ( 169 715) ( 10 338) ( 180 053)

the above has no effect on the group’s cash flow or the distribution payable to linked unit holders in terms of the debenture trust deed.

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

[20] deferred TAx

Balance at beginning of year 233 612 288 326 ( 55 332) ( 23 999)movement recognised directly in other comprehensive income 20 284 ( 32 550) 22 609 ( 27 450)movement in profit and loss 45 676 ( 22 164) ( 9 333) ( 3 883)Balance at end of year 299 572 233 612 ( 42 056) ( 55 332)

comprising- Fair value and straight lining of leases adjustment to

investment properties 337 920 287 045 - - - deferred tax liability/ (asset) in respect of

temporary differences 11 258 7 516 ( 87) ( 37)- deferred tax asset in respect of listed investments ( 1 756) ( 26 146) ( 1 756) ( 26 146)- deferred tax asset in respect of estimated tax losses ( 16 892) ( 7 951) ( 16 680) ( 7 397)- deferred tax asset in respect of cash flow hedges ( 30 958) ( 26 852) ( 23 533) ( 21 752)

299 572 233 612 ( 42 056) ( 55 332)

Net deferred tax balances:net deferred tax liabilities 349 178 294 561 - - net deferred tax assets ( 49 606) ( 60 949) ( 42 056) ( 55 332)

299 572 233 612 ( 42 056) ( 55 332)

deferred tax has been calculated at a blended rate on revaluation of investment properties, 28% on straight lining of leases and 14% for investment properties held for sale and non-current assets classified as available-for-sale. the blended rate on the revaluation of investment properties splits the revaluation between land and buildings and calculates deferred tax on revaluation surpluses on land at 14% and on buildings at 28% as the intention is to recover through use.

Secondary tax on companies of r127 165 183 (2009: r121 320 325) would have been payable had all reserves been realised and declared as dividends on 31 march 2010. r231 903 012 (2009: r152 273 000) of the deferred tax liability would be released to realised capital reserves after payment of cgt at 14% on the disposal of the investment properties.

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 73

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

Note r'000 r'000 r'000 r'000

[21] TrAde And oTher pAyAbles

property accruals 24 382 40 789 - -

tenant deposits 24 216 24 630 - -

Sundry payables 54 905 50 764 20 564 22 309

103 503 116 183 20 564 22 309

[22] profiT/ (loss) before TAxATion is sTATed AfTer (crediTinG)/ chArGinG

interest received ( 107 912) ( 97 533) ( 97 144) ( 87 651)

income from subsidiaries - - ( 421 701) ( 392 273)

- administration fees 30.2 - - ( 14 823) ( 13 024)

- interest received 30.2 - - ( 406 878) ( 379 249)

loss on disposal of investment properties 1 281 14 500 - -

(increase)/decrease in fair value of investment properties ( 216 648) 7 687 - -

profit on disposal of equipment - ( 11) - -

Fair value adjustment in respect of Bee instrument 36 126 ( 7 835) 36 126 ( 7 835)

auditors remuneration

- audit fee 979 2 458 979 2 480

- other fees 67 29 32 27

- total other fees 67 35 32 27

- less capitalised to investment properties - ( 6) - -

interest paid 611 591 596 426 556 160 497 257

- total interest paid 636 761 619 769 556 160 497 257

- less capitalised (refer note 3 and 5) ( 25 170) ( 23 343) - -

operating lease charges - property 1 790 498 598 498

operating lease charges - equipment 166 57 48 57

amortisation of intangible assets 23 950 12 923 22 017 11 009

property administration fees 862 3 201 - -

property development inventory costs 20 517 21 993 - -

direct operating expenses (including repairs and maintenance) arising from investment property that generated rental income during the year 50 791 57 144 - -

impairment loss relating to tenants and related receivables

- movement in impairment allowance 1 352 188 - -

- bad debts written off 2 146 743 - -

total salaries paid to employees 30 665 30 167 11 333 9 174

profit on sale of joint venture ( 20) - - -

depreciation 1 303 1 071 334 258

[conTinued]

74 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

[23] TAxATion

South african normal tax 48 142 4 250 ( 9 333) ( 3 883)

- income tax 1 768 9 692 - -

- capital gains tax 698 16 722 - -

- deferred 45 676 ( 22 164) ( 9 333) ( 3 883)reconciliATion of TAx rATe % % % %

effective tax rate 31.40 (7.64) 11.25 7.51

capital gains tax differential 7.05 8.66 - -

Bee instrument valuation (6.60) (3.94) 12.20 (4.25)

consolidation of Bee transaction 0.09 2.66 (0.16) 2.86

utilised assessed loss - (0.66) - -

assessed loss not recognised (0.01) 2.75 - -

prior year over/(under) provision of normal taxation 2.96 0.16 (0.80) -

prior year underprovision of deferred taxation (0.35) - - -

deferred tax not raised in respect of:

tenant deposits - 4.81 - -

S13 Quin building allowance 0.47 - - -

items not deductible for tax purposes (0.31) - - -

other permanent differences (3.37) 5.60 - 5.05

capital loss on government bonds 1.04 10.10 (1.92) 10.87

amortisation of intangible assets (4.37) 5.50 7.43 5.96

Standard tax rate 28.00 28.00 28.00 28.00

Subsidiary companies had estimated tax losses at 31 march 2010 of r1 373 737 (2009: r2 591 998) which are available for set off against future taxable income. utilisation of the deferred tax asset is dependent on future taxable profits.

[24] bAsic And diluTed eArninGs/(loss) per shAre

24.1 bAsic And diluTed eArninGs/(loss) per shAre

cenTs cenTs

the calculation of the basic and diluted earnings/(loss) per share is based on the weighted average number of 143 287 206 (2009: 136 500 471) shares in issue during the year and a profit of r105 161 000 (2009: loss of r59 907 000). 73.39 ( 43.89)

Group 2010

Group 2010

Group2009

Group2009

Gross neT of TAx Gross neT of TAx

r’000 r’000 r’000 r’000

24.2 heAdline (loss)/eArninGs

the calculation of the headline earnings per share is based on a weighted average of 143 287 206 (2009: 136 500 471) shares in issue during the year and the headline earnings is calculated as follows:

profit/ (loss) for the year 105 161 ( 59 907)

Fair value adjustment of investment properties ( 216 648) ( 165 075) 7 687 6 321

loss on disposal of investment properties 1 281 1 102 14 500 12 470

headline loss - shares ( 58 812) ( 41 116)

interest paid to debenture holders 388 249 346 390

headline earnings - linked units 329 437 305 274

cenTs cenTs

headline loss per share ( 41.04) ( 30.12)

headline earnings per linked unit 229.91 223.64

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 75

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r'000 r'000 r'000 r'000

[25] noTes To The sTATeMenTs of cAsh flows

25.1 cAsh GenerATed froM / (uTilised by) operATions

profit/ (loss) before taxation 153 303 ( 55 657) ( 82 945) ( 51 675)

adjusted for:

interest received ( 107 912) ( 97 533) ( 504 022) ( 466 900)

interest paid 611 591 596 426 556 160 497 257

depreciation 1 303 1 071 334 258

loss on disposal of investment properties 1 281 14 500 - -

Joint venture loss - 356 - -

profit on sale of joint venture ( 20) - - -

profit on disposal of equipment - ( 11) - -

Straight lining of operating leases ( 6 936) ( 12 836) - -

amortisation of intangible assets 23 950 12 923 22 017 11 009

Fair value adjustment to investment properties ( 216 648) 7 687 - -

Fair value adjustment in respect of Bee instrument 36 126 ( 7 835) 36 126 ( 7 835)

Fair value adjustment to government bonds ( 5 701) 20 067 ( 5 701) 20 067

490 337 479 158 21 969 2 181

changes in working capital, net of assets acquired ( 64 240) ( 51 183) ( 31 327) 7 341

increase in trade and other receivables (excluding distribution accrual) ( 50 456) ( 70 230) ( 28 478) ( 4 544)

increase in distribution accrual in trade and other receivables ( 1 104) ( 3 790) ( 1 104) ( 3 790)

(decrease)/ increase in trade and other payables ( 12 680) 22 837 ( 1 745) 15 675

426 097 427 975 ( 9 358) 9 522

25.2 incoMe TAx pAid / (refunded)

Balance due at beginning of year 46 341 10 411 - -

tax charge in profit and loss 2 466 26 414 - -

Balance due at end of year ( 30 635) ( 46 341) - -

income tax paid / (refunded) 18 172 ( 9 516) - -

25.3 inTeresT pAid

interest charge per statement of profit and loss ( 611 591) ( 596 426) ( 556 160) ( 497 257)

less increase in debenture interest payable 25 802 24 870 25 802 24 870

interest paid ( 585 789) ( 571 556) ( 530 358) ( 472 387)

25.4 AcquisiTion of subsidiAries

during the prior year, the following assets and liabilities were acquired through the purchase of subsidiaries:

25.4.1 inTAprop invesTMenTs (proprieTAry) liMiTed

investment properties - ( 7 048) - -

interest in subsidiaries - - - 8

net cash outflow - ( 7 048) - 8

[conTinued]

2010 ANNUAL REPORT 77

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r'000 r'000 r'000 r'000

[25] noTes To The sTATeMenTs of cAsh flows (conTinued)

25.5 AcquisiTion of JoinTly conTrolled enTiTiesduring the previous financial year, the following assets and liabilities were acquired through the purchase of jointly controlled entities:

25.5.1 sycoM properTy fund MAnAGers liMiTedasset management agreement - 92 688 - 92 688 goodwill - 4 268 - 4 268 listed investments - 1 372 - 1 372 trade and other receivables - 912 - 912 cash and cash equivalents - 20 - 20 trade and other payables - ( 892) - ( 892)investment acquired - 98 368 - 98 368

[26] cApiTAl coMMiTMenTs AuThorised

contracted for 588 100 16 702 - - authorised but not contracted for - 290 110 - -

588 100 306 812 - -

the tyger hills and Sycom property Fund managers acquisitions will be financed as discussed in the directors’ report. the balance of contracted for commitments will be financed from existing cash resources and facilities.

[conTinued]

78 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

r’000 r’000 r’000 r’000

ToTAl

[27] seGMenTAl inforMATion

Segmental information is based on the nature of business activities for which the properties are used. while investment properties are managed on an individual basis, the group comprises the following main reportable industry recognised operating segments:

group: year ended 31 March 2010

reTAil

Segment revenue (external customers) 352 557 net operating expenses ( 30 121)loss on disposal of investment properties ( 178)profit before fair value adjustments 322 258 Fair value adjustment of investment properties 137 753 Segmental results 460 011

offices

Segment revenue (external customers) 146 096 net operating expenses ( 2 951)loss on disposal of investment properties ( 1 097)profit before fair value adjustments 142 048 Fair value adjustment of investment properties 64 619 Segmental results 206 667

indusTriAl

Segment revenue (external customers) 14 353 net operating expenses ( 1 407)loss on disposal of investment properties ( 6)profit before fair value adjustments 12 940 Fair value adjustment of investment properties 11 716 Segmental results 24 656

properTy developMenT

Segment revenue (external customers) 39 145 net operating expenses ( 16 312)profit before fair value adjustments 22 833 Fair value adjustment of investment properties 2 560 Segmental results 25 393

Reconciliation of segmental results to loss for the year in the statement of comprehensive income

ToTAl AllocATed unAllocATed bee TrAnsAcTion

revenue * 552 151 552 151 - - net operating expenses ( 56 161) ( 50 791) ( 5 271) ( 99)loss on disposal of investment properties ( 1 281) ( 1 281) - - amortisation of intangible assets ( 23 950) - ( 23 950) - profit / (loss) before fair value adjustments 470 759 500 079 ( 29 221) ( 99)Fair value adjustment of investment properties 216 648 216 648 - - Fair value adjustment to Bee instrument ( 36 126) - - ( 36 126)Fair value adjustment to government bonds 5 701 - 5 701 - operating profit / (loss) 656 982 716 727 ( 23 520) ( 36 225)interest income 107 912 - 110 673 ( 2 761)interest expense- debentures ( 388 249) - ( 410 081) 21 832 - other ( 223 342) - ( 204 847) ( 18 495)profit / (loss) before taxation 153 303 716 727 ( 527 775) ( 35 649)taxation ( 48 142) - ( 48 142) - profit / (loss) for the year 105 161 716 727 ( 575 917) ( 35 649)

* All revenue is from external customers and is attributable to Acucap’s country of domicile i.e. South Africa. Note that internal information generated for evaluating operating segment performance excludes adjustments for the BEE transaction (refer note 19).

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 79

r’000 r’000 r’000 r’000

ToTAl

[27] seGMenTAl inforMATion (conTinued)

group: year ended 31 March 2009

reTAil

Segment revenue (external customers) 335 928 net operating expenses ( 31 342)loss on disposal of investment properties ( 3 343)profit before fair value adjustments 301 243 Fair value adjustment of investment properties ( 49 577)Segmental results 251 666

offices

Segment revenue (external customers) 163 060 net operating expenses ( 6 284)loss on disposal of investment properties ( 9 852)profit before fair value adjustments 146 924 Fair value adjustment of investment properties 37 462 Segmental results 184 386

indusTriAl

Segment revenue (external customers) 13 028 net operating expenses ( 1 476)loss on disposal of investment properties ( 1 305)profit before fair value adjustments 10 247 Fair value adjustment of investment properties 4 428 Segmental results 14 675

properTy developMenT

Segment revenue (external customers) 46 316 net operating expenses ( 18 042)profit before fair value adjustments 28 274 Fair value adjustment of investment properties - Segmental results 28 274

Reconciliation of segmental results to loss for the year in the statement of comprehensive income

ToTAl AllocATed unAllocATed bee TrAnsAcTion

revenue * 558 332 558 332 - -

net operating expenses ( 67 398) ( 57 144) ( 10 157) ( 97)

loss on disposal of investment properties ( 14 500) ( 14 500) - -

amortisation of intangible assets ( 12 923) - ( 12 923) -

profit / (loss) before fair value adjustments 463 511 486 688 ( 23 080) ( 97)

Fair value adjustment of investment properties ( 7 687) ( 7 687) - -

Fair value adjustment to Bee instrument 7 835 - - 7 835

Fair value adjustment to government bonds ( 20 067) - ( 20 067) -

operating profit / (loss) 443 592 479 001 ( 43 147) 7 738

interest income 97 533 - 101 210 ( 3 677)

interest expense

- debentures ( 346 390) - ( 366 943) 20 553

- other ( 250 036) - ( 227 974) ( 22 062)

loss of equity accounted investees (net of income tax) ( 356) - ( 356) -

loss before taxation ( 55 657) 479 001 ( 537 210) 2 552

taxation ( 4 250) - ( 4 250) -

(loss)/profit for the year ( 59 907) 479 001 ( 541 460) 2 552

* All revenue is from external customers and is attributable to Acucap's country of domicile i.e. South Africa. Note that internal information generated for evaluating operating segment performance excludes adjustments for the BEE transaction (refer note 19).

[conTinued]

80 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

r’000

ToTAl

[27] seGMenTAl inforMATion (conTinued)

segment assets, reserves and liabilities

group : 31 March 2010

reTAil

property assets 3 990 375

trade and other receivables 35 012

Segmental assets 4 025 387

non-distributable reserve 1 222 278

Segmental reserves 1 222 278

deferred tax 297 875

trade and other payables 110 694

Segmental liabilities 408 569

offices

property assets 1 476 707

trade and other receivables 10 935

Segmental assets 1 487 642

non-distributable reserve 326 824

Segmental reserves 326 824

deferred tax 36 435

trade and other payables 62 885

Segmental liabilities 99 320

indusTriAl

property assets 269 900

trade and other receivables 42 608

Segmental assets 312 508

non-distributable reserve 16 847

Segmental reserves 16 847

deferred tax 3 420

trade and other payables 12 117

Segmental liabilities 15 537

properTy developMenT

property assets 104 082

trade and other receivables 62 258

deferred tax assets 4 476

Segmental assets 170 816

non-distributable reserve ( 587)

Segmental reserves ( 587)

trade and other payables 9 121

Segmental liabilities 9 121

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 81

r’000 r’000 r’000 r’000

ToTAl AllocATed unAllocATedbee

TrAnsAcTion

[27] seGMenTAl inforMATion (conTinued)

ToTAl

property assets 5 841 064 5 841 064 - -

loans in respect of unit purchase scheme 294 230 - 294 230 -

equipment 1 459 - 1 459 -

intangible assets 82 786 - 82 786 -

interest in subsidiaries and jointly controlled entities 98 368 - 98 368 -

listed investments 786 424 - 786 424 -

loan to cShell 299 (proprietary) limited - - 31 973 ( 31 973)

deferred tax assets 49 606 4 476 45 130 -

trade and other receivables 186 308 150 813 30 885 4 610

cash and cash equivalents 37 912 - 37 912 -

ToTAl AsseTs * 7 378 157 5 996 353 1 409 167 ( 27 363)

Share capital and share premium 1 535 933 - 1 645 463 ( 109 530)

non-distributable reserve 1 155 931 1 565 362 ( 403 449) ( 5 982)

accumulated loss ( 202 311) - ( 117 859) ( 84 452)

ToTAl equiTy 2 489 553 1 565 362 1 124 155 ( 199 964)

debentures 1 496 030 - 1 580 156 ( 84 126)

Financial liabilities 2 526 629 - 2 342 893 183 736

Financial instruments 110 565 - 104 583 5 982

Bee instrument 76 547 - - 76 547

deferred tax liabilities 349 178 337 730 11 448 -

trade and other payables 103 503 194 817 ( 92 770) 1 456

tax payable 30 635 - 30 635 -

debenture interest payable 195 517 - 206 511 ( 10 994)

ToTAl liAbiliTies 4 888 604 532 547 4 183 456 172 601

* All assets are located in Acucap's country of domicile i.e. South Africa. Note that internal information generated for evaluating operating segment performance excludes adjustments for the BEE transaction (refer note 19).

[conTinued]

82 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

r’000

ToTAl

[27] seGMenTAl inforMATion (conTinued)

segment assets, reserves and liabilities

group : 31 March 2009

reTAil

property assets 3 488 914

trade and other receivables 28 699

Segmental assets 3 517 613

non-distributable reserve 683 770

Segmental reserves 683 770

deferred tax 262 769

trade and other payables 40 098

Segmental liabilities 302 867

offices

property assets 1 576 120

trade and other receivables 15 372

Segmental assets 1 591 492

non-distributable reserve 166 935

Segmental reserves 166 935

deferred tax 24 063

trade and other payables 22 311

Segmental liabilities 46 374

indusTriAl

property assets 228 550

trade and other receivables 34 634

Segmental assets 263 184

non-distributable reserve 16 986

Segmental reserves 16 986

deferred tax 381

trade and other payables 12 670

Segmental liabilities 13 051

properTy developMenT

property assets 66 717

trade and other receivables 9 034

deferred tax assets 4 301

Segmental assets 80 052

non-distributable reserve ( 2 789)

Segmental reserves ( 2 789)

trade and other payables 8 935

Segmental liabilities 8 935

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 83

r’000 r’000 r’000 r’000

ToTAl AllocATed unAllocATed bee TrAnsAcTion

ToTAl

property assets 5 360 301 5 360 301 - -

loans in respect of unit purchase scheme 248 689 - 248 689 -

equipment 1 687 - 1 687 -

intangible assets 106 736 - 106 736 -

interest in subsidiaries and jointly controlled entities 110 703 - 110 703 -

listed investments 612 210 - 612 210 -

loan to cShell 299 (proprietary) limited - - 31 553 ( 31 553)

deferred tax assets 34 097 4 301 29 796 -

trade and other receivables 134 748 87 739 42 290 4 719

cash and cash equivalents 22 205 - 22 205 -

ToTAl AsseTs * 6 631 376 5 452 341 1 205 869 ( 26 834)

Share capital and share premium 1 334 619 - 1 444 149 ( 109 530)

non-distributable reserve 766 244 864 902 ( 93 923) ( 4 735)

accumulated loss ( 83 903) - ( 35 100) ( 48 803)

ToTAl equiTy 2 016 960 864 902 1 315 126 ( 163 068)

debentures 1 381 108 - 1 465 234 ( 84 126)

Financial liabilities 2 470 186 - 2 286 450 183 736

Financial instruments 95 901 - 91 166 4 735

Bee instrument 40 421 - - 40 421

deferred tax liabilities 294 561 287 213 7 348 -

trade and other payables 116 183 84 014 30 363 1 806

tax payable 46 341 - 46 341 -

debenture interest payable 169 715 - 180 053 ( 10 338)

ToTAl liAbiliTies 4 614 416 371 227 4 106 955 136 234

* All assets are located in Acucap’s country of domicile i.e. South Africa. Note that internal information generated for evaluating operating segment performance excludes adjustments for the BEE transaction (refer note 19).

[conTinued]

84 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

[28] finAnciAl insTruMenTs

exposure to interest rate, credit, liquidity, market and equity price risks arise in the normal course of the group’s business. derivative financial instruments are used as and when required to hedge exposure to fluctuations in interest rates.

28.1 inTeresT rATe risk

the group adopts a policy of ensuring that at least 70% of its exposure to changes in interest rates on borrowings is on a fixed basis. interest rate swaps have been entered into to achieve an appropriate mix of fixed and floating rate exposure. the interest rate swaps qualify for hedge accounting and the group thus classifies them as cash flow hedges and states them at fair value based on broker quotes. at the reporting date, the group had entered into the following interest rate swaps with respect to the following facilities:

MATuriTy fixed rATe

fAir vAlue AT

31/03/2010

fAir vAlue AT

31/03/2009

r’000 r’000

Nedbank facility A

- swap a (rmB) 4-aug-09 9.61% - 212

- swap B (nedbank) 27-Sep-11 10.26% ( 1 548) ( 1 359)

- swap c (nedbank) 8-Feb-13 11.23% ( 13 918) ( 12 083)

- swap d (nedbank) 9-oct-23 9.98% ( 3 702) ( 3 172)

- swap e (nedbank) 24-nov-15 9.51% - 1 132

- swap F (nedbank) 24-nov-14 9.53% - 586

Nedbank Facility B

- swap a (nedbank) (company) 31-may-21 11.73% ( 39 088) ( 38 478)

- swap B (nedbank) (company) 1-aug-16 11.15% ( 6 337) ( 5 273)

- swap c (nedbank) (company) 31-Jul-17 10.94% ( 4 142) ( 3 343)

- swap d (nedbank) (company) 17-Jul-19 11.63% ( 6 835) ( 6 155)

- swap e (nedbank) (company) 31-Jul-20 11.08% ( 5 238) ( 4 691)

- swap F (nedbank) (company) 31-Jul-23 10.93% ( 5 684) ( 5 604)

- swap g (nedbank) (company) 5-aug-20 10.91% ( 4 608) ( 4 089)

- swap h (nedbank) (company) 30-Sep-16 10.71% ( 3 262) ( 2 726)

- swap i (nedbank) (company) 30-Sep-20 10.44% ( 2 873) ( 2 593)

Nedbank facility c (BEE loan)

- swap a (nedbank) (company) 12-dec-13 11.25% ( 5 982) ( 4 735)

Nedbank facility E

- swap a (nedbank) 25-nov-13 11.82% ( 507) -

OMsFIN Facility A

- swap a (nedbank) 11-oct-13 9.95% ( 5 402) ( 2 589)

- swap B (nedbank) 15-dec-11 9.73% ( 1 439) ( 941)

Fair value (liability)/ asset ( 110 565) ( 95 901)

(RMB) = The interest rate on the facility has been hedged through FirstRand Bank Limited.(Nedbank) = The interest rate on the facility has been hedged through Nedbank Limited.

As the group has designated these interest rate swaps (derivative financial instruments) as cash flow hedges, a change in the interest rate at the reporting date effecting the hedged item would not affect profit or loss.

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 85

NoteeffecTive

inTeresT rATecArryinG

AMounT0 - 12

MonThs1-4 yeArs More ThAn

4 yeArs

r’000 r’000 r’000 r’000

[28] finAnciAl insTruMenTs (conTinued)

28.1.1 effecTive inTeresT rATes And repricinGat the reporting date the group’s interest rate profile was:

2010cAsh & cAsh equivAlenTs - cash on call 14 5.00% 176 176 - - - current accounts 14 4.25% 37 736 37 736 - - AcucAp uniT purchAse TrusT beneficiAries - issue 1 8 8.42% 39 030 - - 39 030 - issue 2 8 8.52% 12 782 - - 12 782 - issue 3 8 7.04% 17 879 - - 17 879 - issue 4 8 6.52% 7 363 - - 7 363 - issue 5 8 7.88% 10 499 - - 10 499 - issue 6 8 6.19% 57 957 - - 57 957 - issue 7 8 6.56% 68 009 - - 68 009 - issue 8 8 9.80% 27 921 - - 27 921 - issue 9 8 8.83% 14 605 - - 14 605 - issue 10 8 8.36% 38 185 - - 38 185 finAnciAl liAbiliTies

Nedbank facility A - variable portion 18 7.70% ( 31 509) - ( 31 509) - - fixed loan B 18 13.20% ( 50 000) - ( 50 000) - - swap B (nedbank) 18 10.26% ( 50 000) - ( 50 000) - - swap c (nedbank) 18 11.23% ( 200 000) - ( 200 000) - - swap d (nedbank) 18 9.98% ( 100 000) - - ( 100 000)Nedbank facility B- variable portion 18 7.70% 99 687 - 99 687 -- swap a (nedbank) 18 11.73% ( 250 000) - - ( 250 000)- swap B (nedbank) 18 11.15% ( 70 000) - - ( 70 000)- swap c (nedbank) 18 10.94% ( 50 000) - - ( 50 000)- swap d (nedbank) 18 11.63% ( 50 000) - - ( 50 000)- swap e (nedbank) 18 11.08% ( 50 000) - - ( 50 000)- swap F (nedbank) 18 10.93% ( 50 000) - - ( 50 000)- swap g (nedbank) 18 10.91% ( 50 000) - - ( 50 000)- swap h (nedbank) 18 10.71% ( 50 000) - - ( 50 000)- swap i (nedbank) 18 10.44% ( 50 000) - - ( 50 000)Nedbank facility c (BEE loan)- variable portion 18 8.20% ( 83 736) - - ( 83 736)- swap a (nedbank) 18 11.25% ( 100 000) - ( 100 000) -Nedbank facility E- variable portion 18 9.00% ( 777) - ( 777) -- swap a (nedbank) 18 11.82% ( 24 000) - ( 24 000) -Nedbank facility F- variable portion 18 9.50% ( 6 776) - - ( 6 776)Other financial liabilities- omsfin overnight deposit 18 7.55% ( 300 000) ( 300 000) - - OMsFIN Facility A- swap a (nedbank) 18 9.95% ( 120 000) - ( 120 000) -- swap B (nedbank) 18 9.73% ( 50 000) - ( 50 000) - Blueprint facility A- fixed loan a 18 9.80% ( 50 000) - ( 50 000) -- fixed loan B 18 10.05% ( 50 000) - ( 50 000) - - fixed loan d 18 10.20% ( 50 000) - ( 50 000) - - variable portion 18 8.33% ( 166 000) - ( 166 000) - std Bank facility B 18 9.38% ( 125 000) - ( 125 000) - std Bank facility c 18 8.55% ( 180 000) - ( 180 000) -r186 GovernMenT bond shorTs 18 10.50% ( 114 870) - - ( 114 870)r209 GovernMenT bond shorTs 18 6.25% ( 103 648) - - ( 103 648)debenTures 17 variable ( 1 496 030) - - ( 1 496 030)

( 3 690 517) ( 262 088) ( 1 147 599) ( 2 280 830)

[conTinued]

86 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

NoteeffecTive

inTeresT rATecArryinG

AMounT0 - 12

MonThs1-4 yeArs More ThAn

4 yeArs

r’000 r’000 r’000 r’000

[28] finAnciAl insTruMenTs (conTinued)

28.1.1 effecTive inTeresT rATes And repricinG (conTinued)

2009cAsh & cAsh equivAlenTs

- cash on call 14 8.00% 1 158 1 158 - - - current accounts 14 7.25% 21 047 21 047 - - AcucAp uniT purchAse TrusT beneficiAries

- issue 1 8 8.42% 45 568 - - 45 568 - issue 2 8 8.52% 12 279 - - 12 279 - issue 3 8 7.04% 18 511 - - 18 511 - issue 4 8 6.52% 7 329 - - 7 329 - issue 5 8 7.88% 10 420 - - 10 420 - issue 6 8 6.19% 58 530 - - 58 530 - issue 7 8 6.56% 67 929 - - 67 929 - issue 8 8 9.80% 28 123 - - 28 123 finAnciAl liAbiliTies

Nedbank facility A - variable portion 18 10.70% 107 503 - 107 503 - - fixed loan B 18 13.20% ( 50 000) - ( 50 000) - - swap a (rmB) 18 9.61% ( 60 000) ( 60 000) - - - swap B (nedbank) 18 10.26% ( 50 000) - ( 50 000) - - swap c (nedbank) 18 11.23% ( 200 000) - ( 200 000) - - swap d (nedbank) 18 9.98% ( 100 000) - - ( 100 000)- swap e (nedbank) 18 9.51% ( 100 000) - - ( 100 000)- swap F (nedbank) 18 9.53% ( 100 000) - - ( 100 000)Nedbank facility B- variable portion 18 10.70% ( 121 538) - - ( 121 538)- swap a (nedbank) 18 11.73% ( 250 000) - - ( 250 000)- swap B (nedbank) 18 11.15% ( 70 000) - - ( 70 000)- swap c (nedbank) 18 10.94% ( 50 000) - - ( 50 000)- swap d (nedbank) 18 11.63% ( 50 000) - - ( 50 000)- swap e (nedbank) 18 11.08% ( 50 000) - - ( 50 000)- swap F (nedbank) 18 10.93% ( 50 000) - - ( 50 000)- swap g (nedbank) 18 10.91% ( 50 000) - - ( 50 000)- swap h (nedbank) 18 10.71% ( 50 000) - - ( 50 000)- swap i (nedbank) 18 10.44% ( 50 000) - - ( 50 000)Nedbank facility c (BEE loan)- variable portion 18 11.20% ( 83 736) - - ( 83 736)- swap a (nedbank) 18 10.31% ( 100 000) - - ( 100 000)Nedbank facility E- variable portion 18 12.00% ( 24 777) - - ( 24 777)Other financial liabilities- omsfin overnight deposit 18 11.05% ( 200 000) ( 200 000) - - OMsFIN Facility A- Swap a (nedbank) 18 9.95% ( 120 000) - - ( 120 000)- Swap B (nedbank) 18 9.73% ( 50 000) - ( 50 000) - Blueprint facility A- fixed loan a 18 9.80% ( 50 000) - - ( 50 000)- fixed loan B 18 10.05% ( 50 000) - ( 50 000) - - fixed loan c 18 11.37% ( 50 000) ( 50 000) - - - fixed loan d 18 10.20% ( 50 000) - ( 50 000) - - variable portion 18 12.53% ( 116 000) - ( 116 000) - std Bank facility A 18 11.00% ( 7 421) - - ( 7 421)r186 GovernMenT bond shorTs 18 10.50% ( 116 453) - - ( 116 453)r209 GovernMenT bond shorTs 18 6.25% ( 107 764) - - ( 107 764)debenTures 17 variable (1 381 108) - - (1 381 108)

(3 580 400) ( 287 795) ( 458 497) (2 834 108)

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 87

[28] finAnciAl insTruMenTs (conTinued)

28.1.2 fAir vAlue of fixed inTeresT loAns

as at 31 march 2010, the following fixed interest loans were valued:

inTeresT rATe expiry dATe of inTeresT

Group 2010 Group 2010 Group 2009 Group 2009loAn cArryinG

vAluefAir vAlue loAn cArryinG

vAluefAir vAlue

r’000 r’000 r’000 r’000

Nedbank- fixed loan B 13.20% mar-12 50 000 55 393 50 000 56 273 Blueprint Originator- fixed loan a 9.80% oct-13 50 000 51 945 50 000 50 621 - fixed loan B 10.05% oct-12 50 000 52 151 50 000 51 131 - fixed loan c 11.37% oct-09 - - 50 000 50 415 - fixed loan d 10.20% oct-11 50 000 51 722 50 000 51 240

200 000 211 211 250 000 259 680

inTeresT rATe expiry dATe of inTeresT

coMpAny 2010 coMpAny 2010 coMpAny 2009 coMpAny 2009loAn cArryinG

vAluefAir vAlue loAn cArryinG

vAluefAir vAlue

r’000 r’000 r’000 r’000

Blueprint Originator- fixed loan a 9.80% oct-13 50 000 51 945 50 000 50 621 - fixed loan B 10.05% oct-12 50 000 52 151 50 000 51 131 - fixed loan c 11.37% oct-09 - - 50 000 50 415 - fixed loan d 10.20% oct-11 50 000 51 722 50 000 51 240

150 000 155 818 200 000 203 407

the fair value of the loans was determined by adjusting the carrying value of the loans with the cost of unwinding, assuming they were unwound as at the reporting date.

28.1.3 sensiTiviTy AnAlysis

the group has a mixture of fixed and floating interest bearing financial liabilities. the effect on the profit or loss of a 2% (2009: 2%) reduction in the interest rates on the floating rate interest bearing financial liabilities balances outstanding at the reporting date would result in a reduction in the interest expense of r15.9 million (2009: r7.80 million). the analysis has been prepared on the assumption that all other variables remain constant and is prepared on the same basis as that of the prior year. as interest rates are not expected to increase during the following financial year, no information is disclosed in respect of the effect on profit or loss of an increase in interest rates.

Group 2010 Group 2009 coMpAny 2010 coMpAny 2009

r’000 r’000 r’000 r’000

28.2 crediT risk

28.2.1 crediT exposure

the carrying amount of financial assets represents the maximum credit exposure. the maximum exposure to credit risk at the reporting date was:

loans in respect of unit purchase scheme 294 230 248 689 294 230 248 689

trade and other receivables 186 308 134 748 68 787 39 205

tenant and related receivables 47 156 44 204 - -

other receivables 139 152 90 544 68 787 39 205

cash and cash equivalents 37 912 22 205 1 618 219

518 450 405 642 364 635 288 113

the directors are of the opinion that, apart from tenant and related receivables, these financial assets have a low credit risk.

the maximum exposure to credit risk for loans at the reporting date:

loans in respect of unit purchase trust 294 230 248 689 294 230 248 689

linked units pledged as security 387 066 288 751 387 066 288 751

net exposure - - - -

none of the borrowers to whom loans were granted were in breach of their obligations.

[conTinued]

88 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

[28] finAnciAl insTruMenTs (conTinued)

28.2.1 crediT exposure (conTinued)

the maximum exposure to credit risk for tenants and related receivables at the reporting date by operating segment was:

retail 32 729 27 000 - -

industrial 2 643 1 017 - -

offices 10 575 15 158 - -

property development 5 21 - -

other 1 204 1 008 - -

47 156 44 204 - -

tenant deposits, including bank guarantees in respect of above exposure ( 24 216) ( 24 630) - -

net exposure 22 940 19 574 - -

Gross cArryinG

vAlue

Gross cArryinG

vAlue iMpAirMenT iMpAirMenT

Group 2010

Group 2009

Group 2010

Group 2009

r’000 r’000 r’000 r’000

28.2.2 iMpAirMenT losses

the ageing of tenant and related receivables at the reporting date was:

not yet due 41 393 40 223 ( 348) ( 220)

past due 0-30 days 1 534 2 287 ( 427) ( 213)

past due 31-60 days 1 088 1 235 ( 296) ( 520)

past due 61-120 days 676 1 179 ( 247) ( 510)

past due >120 days 7 052 2 515 ( 3 269) ( 1 772)

total 51 743 47 439 ( 4 587) ( 3 235)

the movement in the allowance for impairment in respect of tenant and related receivables during the year was as follows:

2010 2009

r'000 r'000

Balance at beginning of year 3 235 3 047

impairment loss recognised 1 352 188

Balance at end of year 4 587 3 235

impairment losses are recognised on a regular basis after comprehensively assessing the individual circumstances and credit risk of the tenant. once the group is satisfied that no recovery of the amount owing is possible, the amount is considered irrecoverable and, net of deposits held, is written off directly against the financial asset.

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 89

[28] finAnciAl insTruMenTs (conTinued)

28.3 liquidiTy risk

the following are the contractual maturities of financial liabilities. no interest payments have been included as the amounts involved are dependent on future changes in interest rates.

cArryinG vAlue 1-12 MThs 1-2 yeArs 2-5 yeArs

More ThAn 5 yeArs

r’000 r’000 r’000 r’000 r’000

group 2010

non-derivative Financial liaBilitieS

Financial liabilities (2 526 629) ( 518 518) (1 222 509) ( 778 826) ( 6 776)

trade and other payables ( 103 503) ( 103 503) - - -

debentures (1 496 030) - - - (1 496 030)

debenture interest payable ( 195 517) ( 195 517) - - -

derivative Financial liaBilitieS

Financial instruments ( 110 565) ( 110 565) - - -

Bee instrument ( 76 547) - - ( 76 547) -

group 2009

non-derivative Financial liaBilitieS

Financial liabilities (2 470 186) ( 424 217) ( 486 000) (1 368 812) ( 191 157)

trade and other payables ( 116 183) ( 116 183) - - -

debentures (1 381 108) - - - (1 381 108)

debenture interest payable ( 169 715) ( 169 715) - - -

derivative Financial liaBilitieS

Financial instruments ( 95 901) 211 - ( 21 121) ( 74 991)

Bee instrument ( 40 421) - - - ( 40 421)

company 2010

non-derivative Financial liaBilitieS

Financial liabilities (1 593 567) ( 218 518) ( 621 000) ( 754 049) -

trade and other payables ( 20 564) ( 20 564) - - -

debentures (1 496 030) - - - (1 496 030)

debenture interest payable ( 195 517) ( 195 517) - - -

derivative Financial liaBilitieS

Financial instruments ( 84 049) ( 84 049) - - -

Bee instrument ( 76 547) - - ( 76 547) -

company 2009

non-derivative Financial liaBilitieS

Financial liabilities (1 515 491) ( 224 217) ( 316 000) ( 791 538) ( 183 736)

trade and other payables ( 22 309) ( 22 309) - - -

debentures (1 381 108) - - - (1 381 108)

debenture interest payable ( 169 715) ( 169 715) - - -

derivative Financial liaBilitieS

Financial instruments ( 77 687) - - ( 4 735) ( 72 952)

Bee instrument ( 40 421) - - - ( 40 421)

cash flows are monitored on a regular basis to ensure that cash resources are adequate to meet funding requirements.

permitted borrowings for the group:

Group 2010

Group 2009

r’000 r’000

value of property portfolio including properties under development, held for sale, owner-occupied property and listed investments (refer note 3 to 6 and note 13) 6 566 323 5 942 483

55% of portfolio value 3 611 478 3 268 366

total financial liabilities (excluding debentures) 2 526 629 2 470 186

unutilised borrowing capacity 1 084 849 798 180

gearing ratio 38.5% 41.6%

[conTinued]

90 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

[28] finAnciAl insTruMenTs (conTinued)

28.4 equiTy price risk

listed investments of r786 424 253 (2009: r612 209 743) are subject to equity price risk. they are reflected at fair value based on their closing market price at the reporting date (refer note 13).

any increase or decrease in the market value of the listed investments would have nil effect on the profit or loss. Should the market prices of the listed investments increase or decrease by 10% (2009: 10%) then the equity would increase or decrease by r70 285 715 (2009: r55 208 348).

28.5 fAir vAlues

the fair values of all financial instruments with the exception of linked debentures and the fixed rate financial liabilities are substantially the same as the carrying amounts reflected on the statement of financial position. it is impractical to determine the fair value of the linked debentures.

[29] AccounTinG esTiMATes And JudGeMenTs

management discusses with the audit committee the development, selection and disclosure of the group’s critical accounting policies and estimates and the application of these policies and estimates.

in applying the group’s accounting policies, critical judgements are made:

determining the capitalisation rates used to value investment properties. changes in market conditions may result in capitalisation rates •being revised and the fair value of investment properties adjusting significantly. independent valuers are consulted in determining the applicable capitalisation rates (refer note 3).

determining if an investment property will be recovered through sale or use. deferred tax is raised at the capital gains tax rate on investment •properties held for sale and at a blended rate on those properties held for use (rental income). the blended rate raises deferred tax on revaluation surpluses on the land at the capital gains tax rate and on buildings at the income tax rate as they are recovered through use.

determining the allowance for impairment of tenant arrears. Judgement is used to determine the recoverability of tenant arrears based on •security held, historic experience with similar tenants, the period the amount is overdue and knowledge of the tenants circumstances.

[30] relATed pArTy TrAnsAcTions

30.1 idenTiTy of relATed pArTies

- Subsidiaries and jointly controlled entities (see note 11)

- directors as listed in the directors' report

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

30.2 MATeriAl relATed pArTy TrAnsAcTions

subsidiaries

- administration fees received from subsidiaries - - 14 823 13 024

- interest received from subsidiaries (note 11) - - 406 878 379 249

- administration fees paid to subsidiaries - - ( 1 050) ( 960)

Acucap Unit Purchase scheme

- interest received iro acucap unit purchase Scheme 19 664 16 508 19 664 16 508

sycom Property Fund Managers Limited

- asset management fees 10 544 5 114 10 544 5 114

- property management fees 3 000 5 963 3 000 1 474

33 208 27 585 453 859 414 409

refer to notes 8 and 11 for balances with respect to related parties.

the group leases certain premises, at arm’s length, from and paid a rental of r99 430 (2009: r103 662) to an entity in which the executive directors have an interest.

the directors’ and officer’s direct and indirect shareholding in the company and their remuneration is reflected in notes 30.3 and 30.4. apart from their salaries and their participation in the acucap unit purchase trust, the group provides no non-cash benefits to directors.

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 91

[30] relATed pArTy TrAnsAcTions (conTinued)

30.3 direcTors’ And officers’ shAreholdinGs

direcT beneficiAl indirecT ToTAl percenTAGe

31 March 2010Fm Berkeley 49 000 - 49 000 0.03%BS Kantor 70 000 - 70 000 0.04%cB marlow 1 685 000 - 1 685 000 1.07%mS moloko - 2 357 878 2 357 878 1.49%Jh rens 2 010 000 200 000 2 210 000 1.40%B Stevens - 20 000 20 000 0.01%pa theodosiou 3 687 400 - 3 687 400 2.33%ndc whale 1 021 019 12 816 1 033 835 0.65%

8 522 419 2 590 694 11 113 113 7.02%less shares issued in terms of Bee transaction (note 19)mS moloko - (2 357 878) (2 357 878) (1.49%)

8 522 419 232 816 8 755 235 5.53%

there has been no change in directors and officers shareholding since the year-end and up to the date of the approval of the annual Financial Statements.

31 March 2009Fm Berkeley 49 000 - 49 000 0.03%BS Kantor 65 000 - 65 000 0.04%cB marlow 1 525 000 - 1 525 000 1.04%mS moloko - 2 357 878 2 357 878 1.61%Jh rens 1 850 000 200 000 2 050 000 1.40%B Stevens - 15 000 15 000 0.01%pa theodosiou 3 500 000 - 3 500 000 2.39%ndc whale 1 021 019 12 816 1 033 835 0.70%

8 010 019 2 585 694 10 595 713 7.22%less shares issued in terms of Bee transaction (note 19)mS moloko - (2 357 878) (2 357 878) (1.60%)

8 010 019 227 816 8 237 835 5.62%

30.4 direcTors’ reMunerATion

Fees paid to non-executive directors were as follows:

2010 2009

r’000 r’000

Fm Berkeley * 165 150rc Frolich 165 150BS Kantor 201 183m J lindeque (resigned 27-nov-08) - 85n mandindi (appointed 27-nov-08) 140 43mS moloko ** 165 150

Fl Sekha (appointed 31-oct-07; resigned 29-Aug-08) - 45B Stevens 140 128ndc whale 125 114

1 101 1 048

* The directors’ remuneration payable to FM Berkeley was paid to Nedbank Limited (to 31 December 2009: R123 750) and Afro Oceanic Investments (Pty) Ltd (R41 250) (year to 31 March 2009: Nedbank R150 000)

** The directors’ remuneration payable to MS Moloko was paid to Thesele Group (Pty) Limited.

Salaries paid to executive directors were as follows:the executive directors' remuneration is paid by acucap properties limited.Jh rens 1 364 1 240pa theodosiou 1 760 1 600cB marlow# 1 133 475

4 257 3 315# CB Marlow was appointed as a director on 6 November 2008

[conTinued]

92 AcUcAP PROPERTIEs LTD

NOTEs TO ThE ANNUAL FINANcIAL sTATEMENTs FOR ThE yEAR ENDED 31 MARch 2010 [cONTINUED]

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

[30] relATed pArTy TrAnsAcTions (conTinued)

30.5 eMployees coMpensATionKey management personnel compensation

Short-term employee benefits 14 070 12 254 9 244 7 892

Key management personnel compensation includes remuneration of the executive directors as well as finance and asset managers.

[31] equiTy AccounTed invesTees

the group’s share of profits/losses in equity accounted investees for the year was rnil (2009: loss of r356 000). Summary financial information for equity accounted investees, not adjusted for the percentage ownership held by the group:

sycom Property Fund Managers Limited non-current assets 3 265 2 565 current assets 2 336 2 206

5 601 4 771 adjusted for purchase price of asset management agreement 185 376 185 376 adjusted for goodwill on purchase price of shares 8 536 8 536

total assets 199 513 198 683 post-acquisition reservesnon-distributable reserve 602 -

602 - non-current liabilities 294 195 current liabilities 2 256 2 126

2 550 2 321

adjusted for pre-acquisition liabilities ( 375) ( 375)total liabilities 2 175 1 946 net assets 196 736 196 737 ownership 50% 50%net investment 98 368 98 368revenues 24 398 20 994 expenses ( 24 398) ( 20 994)profit - -

during the previous financial year the group acquired 50% of Sycom property Fund managers limited as well as 50% of the asset management agreement for the Sycom property Fund.

swanvest 334 (Proprietary) Limitedthe equity accounted investee Swanvest 334 (pty) ltd was disposed of in the year under review.

non-current assets - 51 042 current assets - 530

- 51 572 non-current liabilities - 35 192 current liabilities - 356 total liabilities - 35 548 net assets - 16 024 add: inter subsidiary loan cancelled on consolidation - 9 290 adjusted for pre-acquisition liabilities - ( 644)

- 24 670 ownership 0% 50%net investment - 12 335revenues - 2 205 expenses - ( 2 561)

loss - ( 356)

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 93

[32] resTATeMenT of deferred TAxATion

in prior years, the group did not account for deferred taxation on the fair value of interest rate swaps at each financial year end. as the fair value of the interest rate swaps results in either taxable or deductible temporary differences, deferred taxation should have been provided at each financial year end since the inception of the interest rate swap contracts. the following amounts represent the restatement of the prior year:

prior yeAr resTATeMenT resTATed prior yeAr

Group: 2009 resTATeMenT

Assets

deferred taxation asset (34 097) ( 26 852) ( 60 949)

Equity

non-distributable reserve 766 244 26 852 793 096

coMpAny: 2009 resTATeMenT

Assets

deferred taxation asset (33 580) ( 21 752) ( 55 332)

Equity

non-distributable reserve (149 914) 21 752 ( 128 162)

the 2008 balances were not restated as the effect thereof is considered not significant.Basic and headline earnings per share are not affected as a result of the restatements.

[33] operATinG leAse pAyAbles

Group 2010

Group 2009

coMpAny 2010

coMpAny 2009

r’000 r’000 r’000 r’000

non-cancellable operating lease rentals are payable as follows:

less than one year 2 008 216 657 216

Between one and five years 3 433 103 974 103

more than five years - - - -

5 441 319 1 631 319

during the year, r2 000 931 (2009: r554 812) was recognised as an expense in the statement of comprehensive income in respect of operating leases.

[34] inTernATionAl finAnciAl reporTinG sTAndArds issued buT noT yeT effecTive

the relevant Standards that are not yet effective for march 2010 year-ends are identified in the table below, together with the effective dates:

sTAndArd effecTive dATe

ApplicAble To AcucAp

properTies liMiTed

iaS 24 (revised) related party transactions annual periods commencing on or after 1 January 2011* yes

iaS 27 (revised) consolidated and separate financial statements annual periods commencing on or after 1 January 2009* yes

iaS 32 (revised) Financial instruments: presentation - classification of rights issues annual periods commencing on or after 1 February 2010* yes

iaS 39 (revised) Financial instruments: recognition and measurement annual periods commencing on or after 1 January 2010* yes

iFrS 2 (revised) Share-based payments annual periods commencing on or after 1 January 2009* yes

iFrS 3 (revised) Business combinations annual periods commencing on or after 1 July 2009* yes

iFrS 9 (amendment) Financial instruments annual periods commencing on or after 1 January 2013* yes

iFric 14 (amendment) prepayments of a minimum Funding requirement annual periods commencing on or after 1 January 2011* yes

iFric 17 distributions of non-cash assets to owners annual periods commencing on or after 1 July 2009* yes

iFric 18 transfers of assets from customers annual periods commencing on or after 1 July 2009* yes

iFric 19 extinguishing Financial liabilities with equity instruments annual periods commencing on or after 1 July 2010* yes

* All standards will be adopted at their effective date.

[conTinued]

94 AcUcAP PROPERTIEs LTD

properTy porTfolio inforMATion AT 31 MArch 2010

1 geographical profile - rentable area gauteng 65.6% western cape 24.3% KwaZulu-natal 6.5% eastern cape 3.6%

2 geographic profile - revenue gauteng 62.0% western cape 28.2% KwaZulu-natal 6.7% eastern cape 3.1%

3 sectoral profile - rentable area industrial 5.2% offices 22.6% retail 72.2%

4 sectoral profile - revenue industrial 2.6% offices 27.1% retail 70.3%

5 Tenant profile

% of revenue number of tenants number of leaseslarge listed companies, Sa government and parastatals & large multi-national companies

60.3% 61 387

other listed companies, franchises of listed companies & other large companies

8.9% 73 91

other 30.8% 564 621

6 vacancy profile by sector by rentable area industrial 0.2% offices 0.9% retail 3.2% let 95.7%

7 Lease expiry profile by revenue by sector industrial offices retail

to mar-11 0.2% 2.9% 15.1% to mar-12 0.0% 4.5% 15.8% to mar-13 0.0% 5.5% 12.9% to mar-14 0.1% 8.1% 6.9% to mar-15 1.3% 3.0% 13.0% thereafter 1.0% 3.2% 6.5%

8 Lease expiry profile by rentable area by sector industrial offices retail

vacant 0.2% 0.9% 3.2% to mar-11 0.3% 2.4% 14.7% to mar-12 0.0% 3.4% 12.3% to mar-13 0.1% 4.3% 9.1% to mar-14 0.2% 6.2% 7.6% to mar-15 2.8% 2.4% 16.0% thereafter 1.6% 3.0% 9.3%

9 weighted average rental per square metre by rentable area per sector industrial 49.00 offices 116.72 retail 95.06

10 weighted average escalation profile by sector by rentable area industrial 7.7% offices 8.3% retail 6.7% grand total 7.1%

11 Average annualised property portfolio yield industrial 11.4% offices 10.1% retail 8.9%

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 95

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RETAIL 3 981 609 313 788 95.06

Festival mall, Kempton park 1 022 000 80 831 95.00 erf 2029 esther park extension 9

Keywest, Krugersdorp 661 400 53 490 88.71 Stands 1 & 2 Keywest township, portion 389 (a portion of 377) of the farm paardeplaats no 177, portion 392 (a portion of 389) of the farm paardeplaats no 177, Krugersdorp

Bayside centre, table view 582 000 37 158 111.88 erf 21460, milnerton

gardens centre, cape town 370 000 14 388 172.60 Sections 1,2,3 and 4 as per sectional plan SS73/1985, known as gardens centre in gardens

howard centre, pinelands 198 600 15 054 105.63 erf 3533 pinelands, erven 3389 and 4184, pinelands

the village Square, randfontein 194 000 18 437 85.10 erf 940 and 255, randfontein

westville mall, durban 161 500 12 755 81.46 erf 2977, westville

east rand value mall, Boksburg 154 800 13 497 99.14 remainder erf 287, hughes extension 17

roodepoort hyperama 152 000 20 762 51.48 erven 769, 770 and remaining extent of erf 883, constantia Kloof, extension 6 township

50% hillcrest corner, durban 134 500 10 088 125.28 undivided 50% share of portions 45 and 1266 of the Farm albinia 957 Ft

27.5% of the Bridge, port elizabeth 113 009 12 095 76.94 undivided 27.5632% share of the Bridge, situated at erf 2878 mount road and erf 2860, newton park

Sunward centre, Boksburg 106 400 12 031 75.14 erven 321-323, 325-327, portion 1 of 348 & 2422, Boksburg

rondebosch-on-main, cape town 78 000 6 811 93.27 rondebosch Shopping centre situated at erf 106087, cape town

watermeyer park, pretoria 46 200 5 894 73.24 portion 1 of erf 357, val-de-grace extension 8

Boulevard piazzas, illovo 7 200 497 147.95 erf 488, 489, illovo

OFFIcEs 1 382 950 97 341 116.72

golf park, mowbray 194 000 16 257 109.29 erven 30494, 30526, 159753 and 161 488 cape town at mowbray

microsoft, Bryanston 149 300 9 450 112.50 erf 5621, Bryanston

82 grayston drive, Sandown 131 500 7 226 129.98 erf 2, portion 11 Sandown

tiger Brands, Bryanston 100 150 6 773 103.87 erf 5620, Bryanston

28 Fricker road, illovo 94 600 6 138 130.50 erven 71 and 72, illovo

Bogare, menlyn, pretoria 86 000 6 301 104.22 erf 36, menlyn park

the village, Faerie glen, pretoria 82 900 6 799 113.90 erf 5, Faerie glen

nautica, granger Bay, cape town 82 000 5 430 151.30 erf 1942, green point, cape town

4 Fricker road, illovo 76 100 4 726 113.70 erf 507, portion 1, illovo

Kagiso house, illovo 73 500 3 808 137.42 erf 502, illovo

Sa weather Services, pretoria 69 000 4 270 118.24 erf 291, erasmusrand, pretoria

colliers, illovo 60 500 4 244 141.28 erven 68 and 69, illovo

pharos house, westville mall, durban 57 000 5 521 88.51 erf 2977, westville

Bremerton office park, port elizabeth 44 500 3 643 91.63 erf 1206, mill park, port elizabeth

albion Springs, rondebosch 44 000 3 361 125.45 erf 152234, cape town

Selborne Fourways golf park, gauteng 37 900 3 394 104.21 erf 1767, Fourways extension 23

INDUsTRIAL 135 500 22 491 49.00

Kargo, denver 49 800 10 417 41.22 erven 739, 740, 741and 767, denver extension 7

30% of tellumat, retreat, cape town 40 500 6 774 53.94 undivided 30% share of erf 127260, cape town at retreat

n1 Business park, midrand 45 200 5 300 58.96 undivided 20% share of erven 1944 and 1945, Kosmosdal

INvEsTMENT PROPERTIEs 5 500 059 433 620 97.56

schedule of invesTMenT properTies

[conTinued]

96 AcUcAP PROPERTIEs LTD

number of unit holders

number of units

percentage of issued units

Unitholder spread per JsE Listing requirements

public 2 377 115 693 694 73.14%

non-public 13 42 480 054 26.86%

- directors 7 8 755 235 5.54%

- directors of subsidiaries 4 3 127 000 1.98%

- * thesele group (pty) limited 1 8 420 994 5.32%

- unitholders owning more than 10% of issued share capital 1 22 176 825 14.02%

total 2 390 158 173 748 100.00%

* MS Moloko, a non-executive director of Acucap owns 28.3% of Thesele Group (Pty) Limited

shareholders owning 5% or more of the share capital of the company

government employees pension Fund 22 176 825 14.02%

nedbank limited 10 400 684 6.58%

thesele group (pty) limited 8 420 994 5.32%

40 998 503 25.92%

Institutions controlling more than 5% of the share capital of the company

coronation 23 877 119 15.1%

public investmentment corporation 22 176 825 14.0%

investec 18 239 714 11.5%

Stanlib 16 270 219 10.3%

directors and employees 14 950 735 9.5%

nedbank 10 400 684 6.6%

thesele group (pty) limited 8 420 994 5.3%

114 336 290 72.3%

[06] ANNUAL FINANcIAL sTATEMENTs

2010 ANNUAL REPORT 99

“The search for economies of scale, the careful

attention to costs as well as the ability to focus our

skills on a few large buildings and centres has been

a consistent feature of the Acucap business model.”

[07]schEDULE OF INvEsTMENT PROPERTIEs

100 AcUcAP PROPERTIEs LTD

[07] schEDULE OF INvEsTMENT PROPERTIEs

* 1 01/03/2002 R115m 31/03/2005 R247m* 2 01/08/2007 R272m; 16/10/2009 R280m* 3 01/06/2007 R156m; Sale 21/12/2009 – R23m

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RETAIL 3 981 609 2 287 542 2 901 784 1 079 825 280 000 105 846 137 857 ( 22 714) 2 538 652 941 968 3 480 620 12 689 11 769 313 788 295 736 95.06 87.90 95.6% 97.0%

Festival mall, Kempton park 1 022 000 parfitt 362 000 01/03/2002 *1 634 599 387 401 6 952 42 548 627 647 344 853 972 500 8.00% 8.00% 12 644 12 104 80 831 80 345 95.00 87.64 96.9% 99.6%

Keywest, Krugersdorp 661 400 parfitt 214 285 01/03/2002 314 885 346 515 2 847 ( 1 447) 312 038 347 962 660 000 8.25% 8.25% 12 365 12 339 53 490 53 490 88.71 82.46 97.5% 98.6%

Bayside centre, table view 582 000 gibbons 552 357 01/08/2007 *2 570 523 11 477 280 000 7 893 11 607 282 630 ( 130) 282 500 8.80% 8.50% 15 663 15 205 37 158 18 579 111.88 109.84 95.9% 97.9%

gardens centre, cape town 370 000 gibbons 337 204 01/08/2007 339 276 30 724 752 14 248 338 524 16 476 355 000 8.60% 8.50% 25 716 24 673 14 388 14 388 172.60 157.80 95.9% 96.9%

howard centre, pinelands 198 600 gibbons 181 572 01/08/2007 213 772 ( 15 172) 31 301 6 799 182 471 ( 21 971) 160 500 9.15% 9.00% 13 193 10 662 15 054 15 054 105.63 98.31 77.0% 92.1%

the village Square, randfontein 194 000 parfitt 68 485 01/03/2002 75 710 118 290 4 757 22 243 70 953 96 047 167 000 9.00% 9.25% 10 522 9 058 18 437 18 437 85.10 77.47 99.3% 98.5%

westville mall, durban 161 500 parfitt 126 384 01/08/2007 149 146 12 354 20 879 ( 379) 128 267 12 733 141 000 8.7t5% 9.00% 12 662 11 054 12 755 12 755 81.46 78.07 96.1% 89.9%

east rand value mall, Boksburg 154 800 parfitt 118 500 03/03/2006 125 537 29 263 519 4 281 125 018 24 982 150 000 8.75% 9.00% 11 469 11 114 13 497 13 497 99.14 92.51 85.2% 85.9%

roodepoort hyperama 152 000 parfitt 54 600 25/04/2006 101 042 50 958 1 113 28 087 99 929 22 871 122 800 9.00% 9.00% 7 321 5 915 20 762 20 762 51.48 49.16 100.0% 97.3%

50% hillcrest corner, durban 134 500 parfitt 133 666 01/06/2007 *3 145 769 ( 11 269) 7 946 ( 11 232) ( 22 714) 160 537 ( 37) 160 500 9.25% 9.25% 13 333 13 496 10 088 11 892 125.28 117.85 92.2% 99.7%

27.5% of the Bridge, port elizabeth 113 009 Boyd 59 356 01/10/2004 *4 64 213 48 796 286 6 603 63 927 42 193 106 120 9.00% 8.50% 9 343 8 774 12 095 12 095 76.94 71.77 99.3% 99.1%

Sunward centre, Boksburg 106 400 parfitt 20 000 01/12/2001 38 576 67 824 61 15 039 38 515 52 785 91 300 9.25% 9.50% 8 844 7 589 12 031 12 031 75.14 67.95 98.5% 97.6%

rondebosch-on-main, cape town 78 000 gibbons 27 200 14/10/2004 84 000 ( 6 000) 8 553 11 447 75 447 ( 17 447) 58 000 9.10% 9.50% 11 452 9 635 6 811 6 020 93.27 72.17 95.0% 91.6%

watermeyer park, pretoria 46 200 parfitt 25 100 28/06/2002 37 902 8 298 11 987 ( 11 987) 25 915 20 285 46 200 10.25% 10.25% 7 838 7 838 5 894 5 894 73.24 80.47 83.9% 83.4%

Boulevard piazzas, illovo 7 200 parfitt 6 833 01/08/2007 6 834 366 - - 6 834 366 7 200 10.00% 10.00% 14 487 14 487 497 497 147.95 120.09 100.0% 100.0%

OFFIcEs 1 382 950 1 058 848 1 120 386 262 564 - 8 054 74 686 ( 88 000) 1 202 580 185 630 1 388 210 14 207 13 065 97 341 106 257 116.72 106.61 96.0% 97.2%

golf park, mowbray 194 000 gibbons 180 327 01/08/2007 186 146 7 854 3 246 894 182 900 6 960 189 860 9.75% 9.75% 11 933 11 679 16 257 16 257 109.29 101.94 96.0% 100.0%

microsoft, Bryanston 149 300 parfitt 138 163 01/08/2007 138 187 11 113 5 11 295 138 182 ( 182) 138 000 8.50% 8.50% 15 799 14 603 9 450 9 450 112.50 102.65 99.7% 99.7%

82 grayston drive, Sandown 131 500 parfitt 118 760 01/08/2007 129 223 2 277 ( 690) 12 440 129 913 ( 10 163) 119 750 9.00% 9.25% 18 198 16 572 7 226 7 226 129.98 119.13 100.0% 100.0%

tiger Brands, Bryanston 100 150 parfitt 99 130 01/08/2007 100 344 ( 194) 0 6 750 100 344 ( 6 944) 93 400 8.75% 8.75% 14 787 13 790 6 773 6 773 103.87 97.08 100.0% 100.0%

28 Fricker road, illovo 94 600 parfitt 92 900 01/04/2006 93 975 625 74 1 426 93 901 ( 801) 93 100 9.25% 9.50% 15 412 15 168 6 138 6 138 130.50 119.02 100.0% 91.2%

Bogare, menlyn, pretoria 86 000 parfitt 32 000 06/12/2001 44 942 41 058 6 4 294 44 936 36 764 81 700 9.25% 9.25% 13 649 12 966 6 301 6 301 104.22 96.50 100.0% 100.0%

the village, Faerie glen, pretoria 82 900 parfitt 21 000 01/03/2002 43 912 38 988 1 230 4 370 42 682 34 618 77 300 10.25% 10.00% 12 193 11 369 6 799 6 799 113.90 104.33 64.3% 68.5%

nautica, granger Bay, cape town 82 000 gibbons 40 000 01/12/2001 41 173 40 827 112 6 888 41 061 33 939 75 000 9.30% 9.25% 15 101 14 329 5 430 5 234 151.30 139.19 95.7% 100.0%

4 Fricker road, illovo 76 100 parfitt 74 955 01/08/2007 74 960 1 140 2 6 098 74 958 ( 4 958) 70 000 9.00% 8.75% 16 102 14 812 4 726 4 726 113.70 105.20 100.0% 100.0%

Kagiso house, illovo 73 500 parfitt 66 405 01/08/2007 66 405 7 095 0 6 200 66 405 895 67 300 8.75% 8.50% 19 301 17 673 3 808 3 808 137.42 124.93 100.0% 100.0%

Sa weather Services, pretoria 69 000 parfitt 35 500 01/11/2004 35 653 33 347 99 4 901 35 554 28 446 64 000 9.50% 9.50% 16 159 14 988 4 270 4 270 118.24 107.49 100.0% 100.0%

colliers, illovo 60 500 parfitt 29 995 01/01/2004 30 783 29 717 336 2 064 30 447 27 653 58 100 9.25% 9.25% 14 255 13 690 4 244 4 244 141.28 128.41 84.1% 95.5%

pharos house, westville mall, durban 57 000 parfitt 47 406 01/08/2007 48 965 8 035 1 064 3 936 47 901 4 099 52 000 8.75% 9.00% 10 324 9 419 5 521 5 521 88.51 82.42 94.6% 98.4%

Bremerton office park, port elizabeth 44 500 Boyd 19 250 01/12/2001 22 248 22 252 2 326 3 174 19 922 19 078 39 000 9.50% 10.50% 12 215 10 705 3 643 3 643 91.63 125.89 100.0% 100.0%

albion Springs, rondebosch 44 000 gibbons 40 983 01/08/2007 40 944 3 056 12 ( 12) 40 932 3 068 44 000 10.70% 9.50% 13 091 13 091 3 361 3 361 125.45 116.01 100.0% 100.0%

Selborne Fourways golf park, gauteng 37 900 parfitt 22 074 28/12/2001 22 526 15 374 99 5 401 22 427 9 973 32 400 9.50% 10.00% 11 167 9 546 3 394 3 394 104.21 100.81 91.1% 100.0%

mutual terraces, pinelands - - ( 9 500) ( 38 000) 46 269 1 231 47 500 10.00% 10 572 4 493 98.12 100.0%

neotel, woodmead - 133 4 067 ( 50 000) 43 846 1 954 45 800 9.75% 9 916 4 619 74.91 100.0%

INDUsTRIAL 135 500 108 295 118 856 16 644 14 444 7 678 10 415 - 96 734 6 229 102 963 6 025 5 387 22 491 19 113 49.00 43.66 95.4% 98.6%

Kargo, denver 49 800 parfitt 48 007 17/09/2007 48 007 1 793 - 2 800 48 007 ( 1 007) 47 000 9.75% 10.50% 4 781 4 512 10 417 10 417 41.22 38.52 100.0% 100.0%

30% of tellumat, retreat, cape town 40 500 gibbons 30 000 08/01/2009 40 561 ( 61) 7 678 ( 61) 32 883 - 32 883 9.00% 5 979 6 774 5 881 53.94 46.56 84.7% 95.3%

n1 Business park, midrand 45 200 parfitt 30 288 01/12/2007 30 288 14 912 14 444 - 7 676 15 844 7 236 23 080 8.50% 8.50% 8 528 8 199 5 300 2 815 58.96 56.95 100.0% 100.0%

INvEsTMENT PROPERTIEs 5 500 059 3 454 685 4 141 026 1 359 033 294 444 121 578 222 958 ( 110 714) 3 837 966 1 133 827 4 971 793 12 684 11 807 433 620 421 106 97.56 90.59 95.7% 97.1%

2010 ANNUAL REPORT 101

* 4 01/10/2004, 17.7682%, R33m; 15/11/2007, 9.795%, R26.356m** Investment properties were independently valued at 31 March 2010, see note 3 on p.58 for details.*** Revaluations include the adjustment for straight lining of rental income.

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RETAIL 3 981 609 2 287 542 2 901 784 1 079 825 280 000 105 846 137 857 ( 22 714) 2 538 652 941 968 3 480 620 12 689 11 769 313 788 295 736 95.06 87.90 95.6% 97.0%

Festival mall, Kempton park 1 022 000 parfitt 362 000 01/03/2002 *1 634 599 387 401 6 952 42 548 627 647 344 853 972 500 8.00% 8.00% 12 644 12 104 80 831 80 345 95.00 87.64 96.9% 99.6%

Keywest, Krugersdorp 661 400 parfitt 214 285 01/03/2002 314 885 346 515 2 847 ( 1 447) 312 038 347 962 660 000 8.25% 8.25% 12 365 12 339 53 490 53 490 88.71 82.46 97.5% 98.6%

Bayside centre, table view 582 000 gibbons 552 357 01/08/2007 *2 570 523 11 477 280 000 7 893 11 607 282 630 ( 130) 282 500 8.80% 8.50% 15 663 15 205 37 158 18 579 111.88 109.84 95.9% 97.9%

gardens centre, cape town 370 000 gibbons 337 204 01/08/2007 339 276 30 724 752 14 248 338 524 16 476 355 000 8.60% 8.50% 25 716 24 673 14 388 14 388 172.60 157.80 95.9% 96.9%

howard centre, pinelands 198 600 gibbons 181 572 01/08/2007 213 772 ( 15 172) 31 301 6 799 182 471 ( 21 971) 160 500 9.15% 9.00% 13 193 10 662 15 054 15 054 105.63 98.31 77.0% 92.1%

the village Square, randfontein 194 000 parfitt 68 485 01/03/2002 75 710 118 290 4 757 22 243 70 953 96 047 167 000 9.00% 9.25% 10 522 9 058 18 437 18 437 85.10 77.47 99.3% 98.5%

westville mall, durban 161 500 parfitt 126 384 01/08/2007 149 146 12 354 20 879 ( 379) 128 267 12 733 141 000 8.7t5% 9.00% 12 662 11 054 12 755 12 755 81.46 78.07 96.1% 89.9%

east rand value mall, Boksburg 154 800 parfitt 118 500 03/03/2006 125 537 29 263 519 4 281 125 018 24 982 150 000 8.75% 9.00% 11 469 11 114 13 497 13 497 99.14 92.51 85.2% 85.9%

roodepoort hyperama 152 000 parfitt 54 600 25/04/2006 101 042 50 958 1 113 28 087 99 929 22 871 122 800 9.00% 9.00% 7 321 5 915 20 762 20 762 51.48 49.16 100.0% 97.3%

50% hillcrest corner, durban 134 500 parfitt 133 666 01/06/2007 *3 145 769 ( 11 269) 7 946 ( 11 232) ( 22 714) 160 537 ( 37) 160 500 9.25% 9.25% 13 333 13 496 10 088 11 892 125.28 117.85 92.2% 99.7%

27.5% of the Bridge, port elizabeth 113 009 Boyd 59 356 01/10/2004 *4 64 213 48 796 286 6 603 63 927 42 193 106 120 9.00% 8.50% 9 343 8 774 12 095 12 095 76.94 71.77 99.3% 99.1%

Sunward centre, Boksburg 106 400 parfitt 20 000 01/12/2001 38 576 67 824 61 15 039 38 515 52 785 91 300 9.25% 9.50% 8 844 7 589 12 031 12 031 75.14 67.95 98.5% 97.6%

rondebosch-on-main, cape town 78 000 gibbons 27 200 14/10/2004 84 000 ( 6 000) 8 553 11 447 75 447 ( 17 447) 58 000 9.10% 9.50% 11 452 9 635 6 811 6 020 93.27 72.17 95.0% 91.6%

watermeyer park, pretoria 46 200 parfitt 25 100 28/06/2002 37 902 8 298 11 987 ( 11 987) 25 915 20 285 46 200 10.25% 10.25% 7 838 7 838 5 894 5 894 73.24 80.47 83.9% 83.4%

Boulevard piazzas, illovo 7 200 parfitt 6 833 01/08/2007 6 834 366 - - 6 834 366 7 200 10.00% 10.00% 14 487 14 487 497 497 147.95 120.09 100.0% 100.0%

OFFIcEs 1 382 950 1 058 848 1 120 386 262 564 - 8 054 74 686 ( 88 000) 1 202 580 185 630 1 388 210 14 207 13 065 97 341 106 257 116.72 106.61 96.0% 97.2%

golf park, mowbray 194 000 gibbons 180 327 01/08/2007 186 146 7 854 3 246 894 182 900 6 960 189 860 9.75% 9.75% 11 933 11 679 16 257 16 257 109.29 101.94 96.0% 100.0%

microsoft, Bryanston 149 300 parfitt 138 163 01/08/2007 138 187 11 113 5 11 295 138 182 ( 182) 138 000 8.50% 8.50% 15 799 14 603 9 450 9 450 112.50 102.65 99.7% 99.7%

82 grayston drive, Sandown 131 500 parfitt 118 760 01/08/2007 129 223 2 277 ( 690) 12 440 129 913 ( 10 163) 119 750 9.00% 9.25% 18 198 16 572 7 226 7 226 129.98 119.13 100.0% 100.0%

tiger Brands, Bryanston 100 150 parfitt 99 130 01/08/2007 100 344 ( 194) 0 6 750 100 344 ( 6 944) 93 400 8.75% 8.75% 14 787 13 790 6 773 6 773 103.87 97.08 100.0% 100.0%

28 Fricker road, illovo 94 600 parfitt 92 900 01/04/2006 93 975 625 74 1 426 93 901 ( 801) 93 100 9.25% 9.50% 15 412 15 168 6 138 6 138 130.50 119.02 100.0% 91.2%

Bogare, menlyn, pretoria 86 000 parfitt 32 000 06/12/2001 44 942 41 058 6 4 294 44 936 36 764 81 700 9.25% 9.25% 13 649 12 966 6 301 6 301 104.22 96.50 100.0% 100.0%

the village, Faerie glen, pretoria 82 900 parfitt 21 000 01/03/2002 43 912 38 988 1 230 4 370 42 682 34 618 77 300 10.25% 10.00% 12 193 11 369 6 799 6 799 113.90 104.33 64.3% 68.5%

nautica, granger Bay, cape town 82 000 gibbons 40 000 01/12/2001 41 173 40 827 112 6 888 41 061 33 939 75 000 9.30% 9.25% 15 101 14 329 5 430 5 234 151.30 139.19 95.7% 100.0%

4 Fricker road, illovo 76 100 parfitt 74 955 01/08/2007 74 960 1 140 2 6 098 74 958 ( 4 958) 70 000 9.00% 8.75% 16 102 14 812 4 726 4 726 113.70 105.20 100.0% 100.0%

Kagiso house, illovo 73 500 parfitt 66 405 01/08/2007 66 405 7 095 0 6 200 66 405 895 67 300 8.75% 8.50% 19 301 17 673 3 808 3 808 137.42 124.93 100.0% 100.0%

Sa weather Services, pretoria 69 000 parfitt 35 500 01/11/2004 35 653 33 347 99 4 901 35 554 28 446 64 000 9.50% 9.50% 16 159 14 988 4 270 4 270 118.24 107.49 100.0% 100.0%

colliers, illovo 60 500 parfitt 29 995 01/01/2004 30 783 29 717 336 2 064 30 447 27 653 58 100 9.25% 9.25% 14 255 13 690 4 244 4 244 141.28 128.41 84.1% 95.5%

pharos house, westville mall, durban 57 000 parfitt 47 406 01/08/2007 48 965 8 035 1 064 3 936 47 901 4 099 52 000 8.75% 9.00% 10 324 9 419 5 521 5 521 88.51 82.42 94.6% 98.4%

Bremerton office park, port elizabeth 44 500 Boyd 19 250 01/12/2001 22 248 22 252 2 326 3 174 19 922 19 078 39 000 9.50% 10.50% 12 215 10 705 3 643 3 643 91.63 125.89 100.0% 100.0%

albion Springs, rondebosch 44 000 gibbons 40 983 01/08/2007 40 944 3 056 12 ( 12) 40 932 3 068 44 000 10.70% 9.50% 13 091 13 091 3 361 3 361 125.45 116.01 100.0% 100.0%

Selborne Fourways golf park, gauteng 37 900 parfitt 22 074 28/12/2001 22 526 15 374 99 5 401 22 427 9 973 32 400 9.50% 10.00% 11 167 9 546 3 394 3 394 104.21 100.81 91.1% 100.0%

mutual terraces, pinelands - - ( 9 500) ( 38 000) 46 269 1 231 47 500 10.00% 10 572 4 493 98.12 100.0%

neotel, woodmead - 133 4 067 ( 50 000) 43 846 1 954 45 800 9.75% 9 916 4 619 74.91 100.0%

INDUsTRIAL 135 500 108 295 118 856 16 644 14 444 7 678 10 415 - 96 734 6 229 102 963 6 025 5 387 22 491 19 113 49.00 43.66 95.4% 98.6%

Kargo, denver 49 800 parfitt 48 007 17/09/2007 48 007 1 793 - 2 800 48 007 ( 1 007) 47 000 9.75% 10.50% 4 781 4 512 10 417 10 417 41.22 38.52 100.0% 100.0%

30% of tellumat, retreat, cape town 40 500 gibbons 30 000 08/01/2009 40 561 ( 61) 7 678 ( 61) 32 883 - 32 883 9.00% 5 979 6 774 5 881 53.94 46.56 84.7% 95.3%

n1 Business park, midrand 45 200 parfitt 30 288 01/12/2007 30 288 14 912 14 444 - 7 676 15 844 7 236 23 080 8.50% 8.50% 8 528 8 199 5 300 2 815 58.96 56.95 100.0% 100.0%

INvEsTMENT PROPERTIEs 5 500 059 3 454 685 4 141 026 1 359 033 294 444 121 578 222 958 ( 110 714) 3 837 966 1 133 827 4 971 793 12 684 11 807 433 620 421 106 97.56 90.59 95.7% 97.1%

102 AcUcAP PROPERTIEs LTD

[07] schEDULE OF INvEsTMENT PROPERTIEs

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RETAIL 3 981 609 1 341 609 2 344 000 296 000 152 000 2 198 609 184 400 1 446 600 0

Festival mall, Kempton park 1 022 000 1 022 000 1 022 000

Keywest, Krugersdorp 661 400 661 400 661 400

Bayside centre, table view 582 000 582 000 582 000

gardens centre, cape town 370 000 370 000 370 000

howard centre, pinelands 198 600 198 600 198 600

the village Square, randfontein 194 000 194 000 194 000

westville mall, durban 161 500 161 500 161 500

east rand value mall, Boksburg 154 800 154 800 154 800

roodepoort hyperama 152 000 152 000 152 000

50% hillcrest corner, durban 134 500 134 500 134 500

27.5% of the Bridge, port elizabeth 113 009 113 009 113 009

Sunward centre, Boksburg 106 400 106 400 106 400

rondebosch-on-main, cape town 78 000 78 000 78 000

watermeyer park, pretoria 46 200 46 200 46 200

Boulevard piazzas, illovo 7 200 7 200 7 200

OFFIcEs 1 382 950 364 500 961 450 57 000 - 781 850 306 100 295 000 -

golf park, mowbray 194 000 194 000 194 000

microsoft, Bryanston 149 300 149 300 149 300

82 grayston drive, Sandown 131 500 131 500 131 500

tiger Brands, Bryanston 100 150 100 150 100 150

28 Fricker road, illovo 94 600 94 600 94 600

Bogare, menlyn, pretoria 86 000 86 000 86 000

the village, Faerie glen, pretoria 82 900 82 900 82 900

nautica, granger Bay, cape town 82 000 82 000 82 000

4 Fricker road, illovo 76 100 76 100 76 100

Kagiso house, illovo 73 500 73 500 73 500

Sa weather Services, pretoria 69 000 69 000 69 000

colliers, illovo 60 500 60 500 60 500

pharos house, westville mall, durban 57 000 57 000 57 000

Bremerton office park, port elizabeth 44 500 44 500 44 500

albion Springs, rondebosch 44 000 44 000 44 000

Selborne Fourways golf park, gauteng 37 900 37 900 37 900

INDUsTRIAL 135 500 40 500 95 000 - 45 200 40 500 - 49 800 -

Kargo, denver 49 800 49 800 49 800

30% tellumat, retreat, cape town 40 500 40 500 40 500

20% n1 Business park, midrand 45 200 45 200 45 200

invesTMenT properTies 5 500 059 1 746 609 3 400 450 353 000 197 200 3 020 959 490 500 1 791 400 -

invesTMenT properTies under developMenT 203 400 175 400 28 000 203 400

invesTMenT properTies held for sAle 50 000 50 000 50 000

5 753 459 1 922 009 3 478 450 353 000 400 600 3 020 959 490 500 1 841 400 -

lisTed invesTMenTs: uniTs in sycoM 817 276 293 895 202 273 321 108

TOTAL 6 570 735 694 495 3 223 232 490 500 1 841 400 321 108

104 AcUcAP PROPERTIEs LTD

[07] schEDULE OF INvEsTMENT PROPERTIEs [conTinued]

weiGhTed AverAGe escAlATion profile by secTor And GlA

AverAGe AnnuAlised properTy porTfolio yield

secTorAl profile – GlA

retail office industrial

secTorAl profile – revenue

retail office industrial

GeoGrAphic profile – GlA

gauteng cape KwaZulu-natal eastern cape

GeoGrAphic profile – revenue

gauteng cape KwaZulu-natal eastern cape

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

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Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

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Distribution per unit - cents

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Salient Features - Acucap - Growth in distributions per unit

0%

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Growth in distribution

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Lease expiry profile by GLA by sector

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Major tenants by income and area

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ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

11%

12%

% GLA

% Revenue

Ster

-Kin

ekor

Firs

t Nat

iona

l Ban

k

Kag

iso

Sta

ndar

d B

ank

Mas

ssto

res

Tru

wor

ths

Woo

lwor

ths

Virg

in A

ctiv

e

Tige

r B

rand

s

Abs

a

Clic

ks

Mic

roso

ft

Ned

bank

Pep

kor

Fosc

hini

Mr

Pric

e

Edc

on

Pic

k 'n

Pay

SA G

over

nmen

t and

par

asta

tals

Shop

rite

Che

cker

s

10%

-5

0

5

10

15

20

25Year-on-Year

Quarter-on-Quarter

Food

Ser

vice

Hea

lth

& B

eaut

y

Mas

sD

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Tota

lTu

rnov

er

0

2

4

6

8

10 Rent Ratio 2010

Rent Ratio 2009

Food

Ser

vice

Hea

lth

&B

eaut

y

Mas

s D

isco

unte

rs

Ele

ctro

nics

Hom

e

App

arel

Food

Maj

ors

Eastern Cape

KwaZulu-Natal

Western Cape

Gauteng

Geographic profile: gla

24.3%

3.6%

65.6%

6.5%

Let

Retail

Offices

Industrial

95.7%

Eastern Cape

Kwa-Zulu Natal

Western Cape

Gauteng

Geographic profile - revenue

28.2%

3.1%

62%

6.7%

Industrial

Offices

Retail

Sectoral profile - gla

22.6%

72.2%

5.2%

Industrial

Offices

Retail

Sectoral profile - revenue

27.1%

70.3%

2.6%

Other (564 tenants, 621 leases)

Other listed companies, franchises of listed companies & other large companies (73 tenants, 91 leases)

Large listed companies, SA Government and parastatals & large multi-national companies (61 tenants, 387 leases)

Tenant profile - A,B + C

30.8%

60.3%

8.9%

Food Majors - 40.4%

Apparel - 26.6%

Home & Furniture - 2.6%

Electronics & Music - 3.7%

Mass Discounters - 6.7%

Health & Beauty - 9.3%

Food Service & Entertainment - 6.6%

Other - 4.1%

Segmental turnover contribution Retail segments: turnover growth Retail segments: rent to turnover ratio

Weighted average escalation profile by sector and gla

0%

2%

4%

6%

8%

10%

Tot

al

Ret

ail

Offi

ces

Indu

stria

l

average annualised property portfolio yield

0%

2%

4%

6%

8%

10%

12%

Ret

ail

Offi

ces

Indu

stria

l

Weighted average rental per square meter by GLA

0

20

40

60

80

100

120

Ret

ail

Offi

ces

Indu

stria

l

Vacancy profile by sector by GLA Salient Features - Acucap - distributions per unit (cents)

Lease expiry profile by revenue by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

100

150

200

250

300

Initial distribution escalated by CPI

Distribution per unit - cents

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Salient Features - Acucap - Growth in distributions per unit

0%

5%

10%

15%

20%

CPI

Growth in distribution

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Salient Features - Acucap - Growth in distributions per unit

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

Mar

ch 2

010

Mar

ch 2

009

Mar

ch 2

008

Mar

ch 2

007

Mar

ch 2

006

Mar

ch 2

005

Mar

ch 2

004

Mar

ch 2

003

Lease expiry profile by GLA by sector

0%

5%

10%

15%

20% Retail

Offices

Industrial

ther

eafte

r

to M

ar-1

5

to M

ar-1

4

to M

ar-1

3

to M

ar-1

2

to M

ar-1

1

vac

ant

Major tenants by income and area

0%

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2010 ANNUAL REPORT 105

notice is hereby given that the annual general meeting of linked unit holders of acucap will be held at the the cape grace hotel, west Quay, v&a waterfront, cape town on Friday 27 august 2010 at 15h00 for the following purposes:

sEcTION A

to consider and, if deemed fit, pass, with or without modification the following ordinary resolutions:

1. to receive and adopt the audited annual financial statements and group annual financial statements for the year ended 31 march 2010.

2. to re-elect, by separate resolution, rc Frolich, BS Kantor, B Stevens and pa theodosiou who retire in terms of paragraph 13 of the articles of association, and who, being eligible, offer themselves for re-election. abridged curriculum vitae of the above directors appear on pages 16 and 17 of the annual report of which this notice of annual general meeting forms part.

3. to approve r1 101 250 as the remuneration of the non-executive directors for the year ended 31 march 2010.

4. to authorise the directors to determine the remuneration of the auditors.

5. to re-appoint Kpmg inc., with the designated audit partner being mr p Farrand, as auditors of the company for the ensuing year.

sEcTION B

as special business to consider and, if deemed fit, pass with or without modification, which modification is capable of being substantive in nature, the following ordinary resolutions:

ordinAry resoluTion nuMber 6

“resolved that the authorised but unissued share capital of the company from time to time be placed under the control of the directors of the company until the next annual general meeting, with the authority to allot and issue all or part thereof in their discretion, subject to the restrictions set out below, the articles of association of the company, sections 221 and 222 of the companies act, 1973 (act 61 of 1973), as amended (the “act”), and the listings requirements of the JSe limited (the “JSe”) and provided that each ordinary share is linked to one subordinated unsecured variable rate debenture of r9.99 (nine rand and ninety-nine cents) each.”

• issuesintheaggregateinanyonefinancialyearmaynotexceed10%ofthenumberofordinarysharesinthecompany’sissued share capital. the number of linked units which may be issued shall be based on the number of linked units in issue, added to those that may be issued in future (arising from the conversion of options/convertibles) at the date of such application, less any linked units issued, or to be issued in future arising from options/convertible ordinary shares issued during the current financial year; plus any linked units to be issued pursuant to a rights issue which has been announced, is irrevocable and is fully underwritten, or an acquisition which has had final terms announced;

• indeterminingthepriceatwhichanissueoflinkedunitsmaybemadeintermsofthisauthority,themaximumdiscountpermitted will be 5% of the weighted average traded price on the JSe of those linked units over the 30 business days prior to the date that the price of the issue is agreed between the company and the party/ies subscribing for the linked units;

• thisauthoritywillonlybevaliduntilthecompany’snextannualgeneralmeeting(whereuponthisauthorityshalllapse,unless it is renewed at the aforementioned annual general meeting, provided that it shall not extend beyond 15 months of the date of this meeting).

[08] NOTIcE OF ANNUAL gENERAL MEETINg

AcUcAP PROPERTIEs LIMITED(incorporated in the republic of South africa) (registration number 2001/021725/06) share code: acp IsIN: Zae000037651 (“acucap” or “the company”)

106 AcUcAP PROPERTIEs LTD

ordinAry resoluTion nuMber 7

“resolved that subject to the restrictions set out below and subject to the provisions of the act and the listings requirements of the JSe, the directors of the company be and are hereby authorised by way of a general authority to allot and issue any portion of the ordinary shares for cash, on the following basis:

• thateachordinaryshareislinkedtoonesubordinatedunsecuredvariableratedebentureofR9.99(ninerandandninety-nine cents) each thereby constituting a linked unit;

• theequitysecuritieswhicharethesubjectoftheissueforcashmustbeofaclassalreadyinissue,orwherethisisnotthe case, must be limited to such securities or rights that are convertible into a class already in issue;

• anysuchissuewillonlybemadeto‘publicshareholders’andnottorelatedparties,allasdefinedbytheListingsrequirements of the JSe;

• afterthecompanyhasintermsofthisauthorityissuedlinkedunitsforcashequivalentto5%ormoreofthenumberoflinked units of that class in issue prior to that issue, the company shall publish an announcement containing full details of such issue/s (including the number of linked units issued, the average discount to the weighted average traded price of the linked units over the 30 days prior to the date that the price of the issue is agreed in writing between the issuer and the party/ies subscribing for the linked units and the effects of the issue on the net asset value per linked unit, net tangible asset value per linked unit, earnings per linked unit, headline earnings per linked unit, and, if applicable, diluted earnings and headline earnings per linked unit);

• thisauthoritywillonlybevaliduntilthecompany’snextannualgeneralmeeting(whereuponthisauthorityshalllapse,unless it is renewed at the aforementioned annual general meeting, provided that it shall not extend beyond 15 months of the date of this meeting);

• issuesintheaggregateinanyonefinancialyearmaynotexceed5%ofthenumberofordinarysharesinthecompany’sissued share capital. the number of linked units which may be issued shall be based on the number of linked units in issue, added to those that may be issued in future (arising from the conversion of options/convertibles) at the date of such application, less any linked units issued, or to be issued in future arising from options/convertible ordinary shares issued during the current financial year; plus any linked units to be issued pursuant to a rights issue which has been announced, is irrevocable and is fully underwritten, or an acquisition which has had final terms announced; and

• indeterminingthepriceatwhichanissueoflinkedunitsmaybemadeintermsofthisauthority,themaximumdiscountpermitted will be 5% of the weighted average traded price on the JSe of those linked units over the 30 business days prior to the date that the price of the issue is agreed between the company and the party/ies subscribing for the linked units. ”

in terms of the listings requirements of the JSe, a 75% majority is required of votes cast by the linked unit holders present or represented by proxy at the annual general meeting of the company to approve the resolution regarding the general authority.

ordinAry resoluTion nuMber 8

“resolved that the trust deed governing the acucap unit purchase trust (adopted by the company on 29 march 2005, as amended) (the “unit purchase trust”) be amended in order to comply with the revised requirements of the JSe for incentive schemes, by addendum thereto, in accordance with the draft Second addendum tabled at the meeting and initialed by the chairperson for identification purposes, which addendum may be executed by any director of the company on the other.”

the addendum provides, inter alia, that:

1. the scheme allocation is limited to a maximum number of 13 800 000 units (comprising 8.72% of the units issued by the company as at 3 June 2010), whereas the trust deed currently provides that the scheme allocation is such number of units in the company as are equal to 7,5% of the units issued by the company from time to time (which, as at 3 June 2010 constituted 11 863 031 units in number); and

2. the maximum number of the scheme allocation to which any one participant in the scheme may acquire pursuant thereto will not exceed 4 500 000 (four million five hundred thousand) units in number, whereas the trust deed currently provides that the maximum number of scheme units which any one participant will be entitled to acquire pursuant to the trust may not exceed such number of units as may be determined from time to time by the directors, in conjunction with the JSe, which number may not exceed 3% of the units issued by the company from time to time (which, as at 3 June 2010 constituted 4 745 212 units in number).

[08] NOTIcE OF ANNUAL gENERAL MEETINg

2010 ANNUAL REPORT 107

the trust deed governing the acucap unit purchase trust, together with the addendum thereto, will be available for inspection during normal business hours at the registered office of the company from the date of issue of the annual report of which this notice of annual general meeting forms part, up to and including the date of the annual general meeting.

the salient features of the acucap unit purchase trust are set out in annexure 1 to this notice of annual general meeting.

in terms of the listings requirements of the JSe, a 75% majority is required of votes cast by the linked unit holders present or represented by proxy at the annual general meeting of the company to approve the resolution regarding the general authority, with votes attaching to units owned or controlled by persons who are existing participants in the scheme excluded from voting.

sEcTION c

to transact such other business as may be transacted at an annual general meeting.

voTinG And proxies

a member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies (who need not be a member of the company) to attend, speak and vote in his/her stead. For the convenience of registered members of the company, a form of proxy is enclosed herewith.

the attached form of proxy is only to be completed by those members who:

• holdlinkedunitsincertificatedform;or

• arerecordedonsub-registerindematerialisedelectronicformwith“ownname”registration.

all other beneficial owners who have dematerialised their ordinary shares through a central Securities depository participant (“cSdp”) or broker and wish to attend the annual general meeting, must instruct their cSdp or broker to provide them with the letter of representation, or they must provide the cSdp or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the cSdp or broker. these members must not use a form of proxy.

the transfer secretaries of the company, namely computershare investor Services (proprietary) limited, must receive forms of proxy by no later than 15h00 on wednesday 25 august 2010. any member who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the annual general meeting should the member decide to do so.

By order of the board

cB marlow company Secretary

Address of registered office Address of transfer secretaries Suite a11 70 marshall Street westlake Square Johannesburg 2001 westlake drive (p o Box 61051 westlake marshalltown 2107) cape town 7966

[conTinued]

108 AcUcAP PROPERTIEs LTD

ANNExURE 1

Salient features of the acucap unit purchase trust (“the trust”)

1. PURPOsE

the incentive scheme is intended as an incentive to employees to promote the continued growth of the company by giving them an opportunity to acquire linked units therein.

2. cOvENANTs By ThE cOMPANy

2.1 offers of linked uniTs

the directors may from time to time, if the debenture trust deed so permits, offer to the trustees linked units which when added to the number of scheme units then issued hereunder (while they remain scheme units) does not exceed the scheme allocation of a maximum number of 13 800 000 units.

2.2 finAnciAl AssisTAnce

2.2.1 upon every issue of linked units to the trustees by the company, and whenever the trustees propose to acquire any other linked units for purposes of the scheme or to make a loan to a beneficiary as contemplated in paragraph 3.2.3, an amount equal to the total consideration payable on account of those linked units will be lent and advanced to the trustees in terms of the further provisions hereof, as and when they become obliged to pay the consideration, except to the extent that the trustees have funds available for that purpose. Such loan to the trustees shall bear interest at the interest rate.

2.2.2 the company and/or one or more companies in the group nominated by it from time to time will, subject to the prior approval of its directors, lend and advance to the trustees, as and when required by them, moneys for the proper execution of their duties such as moneys for the payment of disbursements and expenditure incurred by them in their capacity as trustees. all such loans to the trustees will bear interest for the relevant period in an amount identical to the cost to the company from time to time of providing the relevant loan/s, and will be repaid from amounts received by the trustees in terms of paragraph 3.3 which are surplus, after discharging all liabilities then due, to its requirements for the ensuing period of six months, the first of which will commence on the day succeeding the first financial year end of the trust.

3. PARTIcIPATION By EMPLOyEEs

3.1 eliGibiliTy

the directors, in their sole discretion, but subject to the provisions of the companies act and of the provisions referred to in paragraphs 2.1, 3.2.1 and 3.2.2, may from time to time by resolution direct the trustees to offer scheme units to offerees named or referred to therein.

3.2 offers

3.2.1 the maximum number of the scheme allocation which any one participant shall be entitled to acquire pursuant to this trust shall not exceed 4 500 000 (four million five hundred thousand) scheme units in number or such greater number as may be subsequently determined by the company in general meeting and, if the debenture trust deed so requires, by the unitholders as holders of the debentures, in conjunction with the JSe, if the listings requirements of the JSe so provide, provided that no such maximum imposed shall be less, in respect of any beneficiary, than the number of scheme units from the aggregate scheme allocation which such subsidiary has already acquired under this trust prior to that date.

3.2.2 an offer must be made at the purchase price and will be governed by the provisions of the trust deed and will, without limiting the generality of the aforegoing, be subject to the provisions referred to in paragraph 3.3, and, inter alia, the following conditions, namely, that:

3.2.2.1 those linked units and all linked units issued in the stead of the payment to linked unitholders of the company’s profits and/or pursuant to a reduction of its reserves linked thereto will be registered in the name of the relevant beneficiary;

3.2.2.2 ownership in such linked units will vest in the relevant beneficiaries but such linked units will be pledged and ceded in securitatem debiti to the trustees;

3.2.2.3 the voting rights attaching to such linked units will at all times vest in the beneficiaries and be exercised by the beneficiaries; and

3.2.2.4 an offer to the directors must, to the extent required by law, be approved by the linked unitholders as shareholders and/or holders of the debentures of the company, as the case may be.

[08] NOTIcE OF ANNUAL gENERAL MEETINg

2010 ANNUAL REPORT 109

the trust will, to the extent that it is permissible in terms of the companies act, on the written direction of the directors, lend to a beneficiary such sum as will be notified in such written direction to enable such beneficiary to directly purchase from parties other than the trustees and/or to subscribe for linked units of the company to be held by such employee as owner, instead of purchasing from the trustees. the provisions of the trust deed will apply mutatis mutandis to such loan, for which purposes references to the payment of the purchase price will, where applicable, be read as referring to the payment of the capital amount of such loan. Such loan may be repaid at any time by the employee but not later than 10 years from the making of the loan.

3.3 pAyMenT of purchAse price

3.3.1 interest

the outstanding balance due on any scheme unit will, while the balance due remains unpaid, bear interest from time to time at the interest rate.

3.3.2 prepayment of outstanding balance

a beneficiary will be entitled to pay the outstanding balance of the purchase price, or in the case of a loan made to him in terms of paragraph 3.2.3, as the case may be, or part thereof before the due date for payment thereof.

3.3.3 early payment required by the trustees

the trustees will (with the right to grant reasonable extensions as they in their discretion deem fit) in respect of the outstanding balance due on all or any scheme units, demand payment of the outstanding purchase price together with accrued interest thereon:

3.3.3.1 if the beneficiary ceases to be an employee by virtue of his/her retirement or retrenchment or serious disability and fails to pay the balance within 24 months after the date on which the beneficiary becomes a retired or a retrenched employee or seriously disabled, or if the beneficiary ceases to be an employee by virtue of his resignation or lawful dismissal and fails to pay the balance within 12 (twelve) months after the date on which his employment ceases; or

3.3.3.2 if the beneficiary ceases to be an employee by virtue of his/her death, and the executor of his/her deceased estate fails to pay the balance within 24 months after the date on which a beneficiary ceases to be an employee as a result of his/her death;

by giving written notice to that effect within 90 days of any occurrence contemplated above.

3.3.4 maximum period for payment of outstanding balance

unless the trustee requires repayment in terms of paragraph 3.3.3 or any other provision of the trust deed, the beneficiary must pay the outstanding balance due on all scheme units, together with accrued interest thereon, if any, on the expiry of ten years from the date of subscription or purchase, as the case may be, of the scheme units by the beneficiary.

3.3.5 right to re-acquire scheme units

the trustees may elect in their discretion, instead of exercising the rights referred to in paragraph 3.3.3 or 3.3.4, or if the beneficiary becomes insolvent or his/her scheme units are attached, to re-acquire such beneficiary’s scheme units (and in addition, if the company’s linked units are not then listed on the JSe, any linked units issued to the beneficiary which were originally scheme units but which had since been fully paid for and are still owned by the beneficiary at the greater of the purchase price and the middle market price, per linked unit (as shown by the official price list published by the JSe), on the most recent trading day on the JSe immediately preceding the date on which the trustees exercised their discretion as foresaid and in such event the full amount owing in respect of such scheme units to the trust together with accrued interest thereon, will immediately become due and payable to the trust and the trustees will be entitled to set-off amounts payable on the re-acquisition of the above linked units, against such amount owing to the trust.

3.3.6 when an employee will be deemed to cease to be employed

For the purposes of paragraph 3.3, an employee will be deemed to cease to be employed:

3.3.6.1 if there are grounds which would have justified a summary dismissal at common law and the directors elect to rely and pursuant whereto his employment is terminated, on the date on which such grounds arose; or otherwise

3.3.6.2 on the day on which notice of termination of his/her employment is given.

3.3.7 rights attaching to scheme units

3.3.7.1 while they are scheme units, all linked units held by beneficiaries will participate in full in all capitalisation issues

[conTinued]

110 AcUcAP PROPERTIEs LTD

and in the distributions made from time to time by the company.

3.3.7.2 upon a beneficiary paying the purchase price of the scheme units and all interest thereon in full:

(a) such linked units will cease to be scheme units and will thereupon rank pari passu in all respects with the issued linked units and, subject to the provisions referred to in paragraph 3.3.7.3, any burdens attaching to any such linked units in terms of the trust deed will cease to operate; and

(b) the secretary will forthwith cause the said linked units to be released from the pledge and cession in securitatem debiti.

4. TERMINATION OF TRUsT

the trust will terminate as soon as all of the following events have taken place:

4.1 it ceases to hold any scheme units and the directors resolve that the trust will terminate;

4.2 it has received payment in full of all amounts owed by the beneficiaries in terms of the trust deed which are recoverable;

4.3 if applicable, when none of the beneficiaries has any further right to call upon the trustees to purchase any of his/her scheme units; and

4.4. it has repaid any amounts owing to any third parties other than the company and its subsidiaries, or the company is finally wound up, voluntarily or compulsorily.

5. AMENDMENTs TO ThE TRUsT DEED

5.1 the trust deed may be amended from time to time by the directors and the trustees, but:

5.1.1 the terms or conditions of allotment of any scheme or other linked units acquired as contemplated in paragraph 3.2.2.1 or of any offer may not be altered without such consent on the part of the beneficiaries concerned (treated as a separate class) as would be required under the company’s articles of association for a variation or cancellation of the rights attached to those linked units;

5.1.2 no amendment may be made to the trust deed if the linked units are listed on the JSe without the prior approval of the JSe, if so required in terms of the listings requirements; and

5.1.3 no amendment in respect of the following matters will operate unless such amendment has received the approval of the company in general meeting:

5.1.3.1 the person who may become participants under the scheme;

5.1.3.2 the voting, distribution, transfer and other rights (including those arising on the liquidation of the company) attaching to scheme units;

5.1.3.3 the total number of the linked units which may be utilised for purposes of the scheme;

5.1.3.4 a fixed maximum entitlement for any one participant; and

5.1.3.5 the amount, if any, payable on application or acceptance; the basis for determining the purchase or subscription price; the period in which payments, or loans to provide the same, may be paid or after which payments or loans to provide the same, must be paid; the terms of any loan; and the procedure to be adopted on termination of employment or retirement of a participant.

6. DIscLOsURE By ThE cOMPANy IN ANNUAL FINANcIAL sTATEMENTs

the company must disclose in its annual financial statements:

6.1 the number of linked units reserved for the scheme remaining unissued on the last day of each financial year of the company;

6.2 the number of linked units sold by the trust to beneficiaries, which linked units are still subject to the terms of the trust;

6.3 the number of linked units sold by the trust to beneficiaries during each financial year of the company;

6.4 the number of linked units available for sale by the trustees to proposed participants; and

6.5 such other disclosures as may be required in terms of the listing requirements from time to time.

[conTinued][08] ANNExURE 1

2010 ANNUAL REPORT 111

FORM OF PROxy

AcUcAP PROPERTIEs LIMITED(incorporated in the republic of South africa) (registration number 2001/021725/06) share code: acp IsIN: Zae000037651 (“acucap” or “the company”)

For use by the holders of the company’s certificated linked units and/or dematerialised linked units through a central Securities depository participant (“cSdp”) or broker who have selected “own name” registration at the annual general meeting of linked unit holders to be held at the cape grace hotel, west Quay, v&a waterfront, cape town on Friday 27 august 2010 at 15h00.

not for use by holders of the company’s dematerialised linked units who have not selected “own name” registration. Such members must contact their cSdp or broker timeously if they wish to attend and vote at the annual general meeting and request that they be issued with the necessary authorisation to do so or provide the cSdp or broker timeously with their voting instructions should they not wish to attend the annual general meeting in order for the cSdp or broker to vote in accordance with their instructions at the annual general meeting.

i/we ......................................................................................................................................... (name in block letters)

of ............................................................................................................................................................... (address)

being the registered holder of ............................................... ordinary shares in the capital of the company hereby appoint:

1. ............................................................................................................................ or failing him/her

2. ............................................................................................................................ or failing him/her

3. the chairperson of the meeting

as my/our proxy to act for me/us on my/our behalf at the annual general meeting, or any adjournment thereof, which will be held for the purpose of considering and, if deemed fit, passing with or without modification, the ordinary and special resolutions as detailed in the notice of annual general meeting, and to vote for and/or against such resolutions and/or abstain from voting in respect of the ordinary shares registered in my/our name(s), in accordance with the following instructions:

REsOLUTIONs NUMBER OF ORDINARy shAREs

sEcTION A IN FAvOUR AgAINsT ABsTAIN

1 adoption of annual financial statements

2 re-election of directors

2.1 rc Frolich

2.2 BS Kantor

2.3 B Stevens

2.4 pa theodosiou

3 to approve directors’ remuneration

4 to authorise directors to determine auditors’ remuneration

5 re-appointment of auditors

sEcTION B IN FAvOUR AgAINsT ABsTAIN

6 ordinary resolution no.6 placing the unissued shares under the control of the directors

7 ordinary resolution no.7 general authority to issue shares for cash

8 ordinary resolution no.8 amendment of the trust deed of the acucap unit purchase trust

Signed at .....................................................................

Signature ............................on this ....................... day of ................................ 2010

assisted by (where applicable) (full name)

capacity .......................................... date ..................................

112 AcUcAP PROPERTIEs LTD

INsTRUcTIONs AND NOTEs ON sIgNINg AND LODgINg ThE PROxy FORM

1. a member may insert the name of a proxy or the name of two alternative proxies of the member’s choice in the space(s) provided, with or without deleting “the chairperson of the meeting”. the person whose name stands first on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. a proxy need not also be a member of the company.

2. the completion and lodgement of this form of proxy will not preclude the relevant member from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such member wish to do so.

3. a member’s instruction to the proxy must be indicated by the insertion of the relevant number of the ordinary shares to be voted on behalf of that member in the appropriate space provided. Failure to comply with the above will be deemed to authorise the chairperson of the annual general meeting, if the chairperson is the authorised proxy, to vote in favour of the ordinary resolutions at the annual general meeting or other proxy to vote or to abstain from voting at the annual general meeting as he/she deems fit, in respect of the ordinary shares concerned. a member or the proxy is not obliged to use all the votes exercisable by the member or the proxy, but the total of votes cast in respect whereof abstention is recorded may not exceed the total of the votes exercisable by the member or the proxy.

4. a deletion of any printed matter and the completion of any blank space(s) need not be signed or initialed. any alteration must be signed, not initialed.

5. the chairperson of the annual general meeting may reject or accept any form of proxy which is completed and/or received other than in compliance with these notes.

6. where there are joint holders of linked units and if more than one such joint holder be present or represented, then the person whose name stands first in the register in respect of such linked units or his/her proxy, as the case may be, shall alone be entitled to vote in respect thereof.

7. if this proxy is signed under power of attorney, such power of attorney, unless previously registered by the company, must accompany the proxy.

8. the chairperson of the meeting may reject or accept any form of proxy which is completed and/or submitted other than in accordance with these instructions and notes, provided that the chairperson is satisfied as to the manner in which a member wishes to vote.

9. a minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the company.

10. Forms of proxy must be lodged at or posted to the company’s transfer secretaries, computershare investor Services (proprietary) limited, ground Floor, 70 marshall Street, Johannesburg 2001 (po Box 61051, marshalltown 2107) to be received by them not later than 15h00 on wednesday 25 august 2010.

[08] FORM OF PROxy

Acucap is a member of:

COMPAny nAME Acucap Properties Limited

(Registration No. 2001/021725/06)

ChAIRMAn Of ThE bOARD Prof Brian Kantor

bOARD Of DIRECTORS BS Kantor, FM Berkeley, RC Frolich, N Mandindi,

MS Moloko, CB Marlow, JH Rens, B Stevens,

PA Theodosiou, NDC Whale

Independent non-executive 7

Executive 3

10

ChAIRMAn Of ThE AUDIT COMMITTEE Frank Berkeley

ChAIRMAn Of ThE REMUnERATIOn & InTEREST RATE COMMITTEES

Brian Kantor

ChAIRMAn Of ThE InvESTMEnT COMMITTEE Rolf Frolich

MAnAgIng DIRECTOR Paul Theodosiou

AvERAgE ATTEnDAnCE Of DIRECTORS’ MEETIngS 92% (2009: 91%)

DISTRIbUTIOn PER UnIT (CEnTS) 259.26 (2009: 244.06)

nUMbER Of InvESTMEnT PROPERTIES 34 (2009: 36)

PORTfOLIO gLA 433 620 m2 (2009: 421 106 m2)

vALUATIOn R5 500 million (2009: R4 972 million)

LInkED UnITS In ISSUE 158 173 748 (2009: 146 670 099)

nET ASSET vALUE PER LInkED UnIT R28.18 (2009: R26.53)

MARkET CAPITALISATIOn AT 31 MARCh 2010 R5 212 million (2009: R4 048 million)

TRADE In LInkED UnITS fOR ThE yEAR 25% of weighted average number of units in issue (2009: 36%)

UnIT PRICE (CEnTS) Opening 2 760

high 3 375

Low 2 528

Closing 3 295

bORROwIngS R2 343 million (2009: R2 286 million)

wEIghTED AvERAgE bORROwIng COST 10.04% (2009: 10.80%)

gEARIng % 37% (2009: 39%)

vACAnCIES AS A PERCEnTAgE Of gROSS LETTAbLE AREA 4.3% (2009: 2.9%)

LEASES by InCOME hAvIng ExPIRy DATES bEyOnD 5 yEARS 10.7% (2009: 17%)

COnTRIbUTIOn Of nATIOnAL TEnAnT gROUPS TO InCOME 60% (2009: 57%)

fACT ShEETADMInISTRATIOn

COMPAny nAME ACUCAP PROPERTiES LiMiTED

(REgiSTRATiON NO. 2001/021725/06)

COMPAny SECRETARy BADEN MARLOW CA (S.A.)

REgISTERED OffICE SUiTE A11, WESTLAKE SqUARE, WESTLAKE DRivE,

WESTLAKE, CAPE TOWN

PO BOx 31079, TOKAi, 7966

JSE CODE ACP

ISIn ZAE 000037651

wEbSITE HTTP://WWW.ACUCAP.CO.ZA

E-MAIL [email protected]

TRAnSfER SECRETARIES COMPUTERSHARE iNvESTOR SERviCES (PTy) LiMiTED

70 MARSHALL STREET, JOHANNESBURg

DEbEnTURE TRUSTEE EDWARD NATHAN SONNENBERgS iNC. 3RD FLOOR,

EDWARD NATHAN BUiLDiNg, 150 WEST STREET, SANDOWN, SANDTON

AUDITORS KPMg iNC. MSC HOUSE, 1 MEDiTERRANEAN STREET,

FORESHORE, CAPE TOWN

SPOnSOR NEDBANK CAPiTAL LEvEL 3, F BLOCK, 135 RivONiA ROAD, SANDTON

COMMERCIAL bAnkERS NEDBANK LiMiTED 8TH FLOOR,

NEDBANK BUiLDiNg, 57 HEERENgRACHT, FORESHORE, CAPE TOWN

UnIT hOLDERS DIARy

Financial year-end 31 March 2010

Publication of final results 3 June 2010

Final distribution announced 3 June 2010

Final distribution paid 28 June 2010

Annual report posted to unit holders 30 June 2010

Annual general meeting 27 August 2010

Interim reporting date 30 September 2010

Publication of interim report 17 November 2010

Interim distribution announced 17 November 2010

Interim distribution paid 13 December 2010

Financial year-end 31 March 2011

Final distribution announced 9 June 2011

Publication of final results 9 June 2011

Final distribution paid 4 July 2011

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