NOTES TO THE FINANCIAL STATEMENTS NOTE 35

35. Financial instruments — Fair values and risk management
35.1 Accounting classifications, fair values and risk association
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. The risks associated with the balances are also indicated.
GROUP     Carrying amount   Fair value and fair value hierarchy     Risks associated with the balance    
  Note   Designated at fair
value through
profit or loss
R000
Amortised
cost
R000
Total
R000
  Level 1
R000
Level 2
R000
Level 3
R000
Total
R000
  Interest rate Credit Liquidity Currency  
June 2016                                
Financial assets measured at fair value                                
Joint venture — Hystead 6.3   #           #        
Derivative instruments — non-current 18   49 309   49 309     49 309   49 309        
      49 309   49 309     49 309 # 49 309            
Financial assets not measured at fair value                                
Loans receivable — non-current 10     3 273 289 3 273 289                
Loans receivable — current 10     400 400                  
Trade and other receivables 11     170 764 170 764                  
Cash and cash equivalents 12     187 754 187 754                      
        3 632 207 3 632 207                      
Financial liabilities measured at fair value               101 198   101 198            
Derivative instruments — non-current 18   101 198   101 198     101 198   101 198      
      101 198   101 198                    
Financial liabilities not measured at fair value                              
Long-term portion of interest-bearing borrowings 17     8 632 036 8 632 036                    
Short-term portion of interest-bearing borrowings 17     1 294 052 1 294 052                    
Trade and other payables 20     434 060 434 060                    
        10 360 148 10 360 148                      

GROUP     Carrying amount Fair value and fair value hierarchy   Risks associated with the balance    
  Note   Designated at fair
value through
profit or loss
R000
Amortised
cost
R000
Total
R000
Level 1
R000
Level 2
R000
Level 3
R000
Total
R000
Interest rate Credit Liquidity Currency  
June 2015                            
Financial assets measured at fair value                            
Derivative instruments — non-current 18   53 132   53 132   53 132   53 132      
      53 132   53 132   53 132   53 132          
Financial assets not measured at fair value                            
Loans receivable — non-current 10     2 258 125 2 258 125            
Loans receivable — current 10     53 757 53 757              
Trade and other receivables 11     81 875 81 875              
Cash and cash equivalents 12     73 308 73 308                  
        2 467 065 2 467 065                  
Financial liabilities measured at fair value                            
Derivative instruments — non-current 18   40 123   40 123   40 123   40 123    
Derivative instruments — current 18   2 629   2 629   2 629   2 629    
      42 752   42 752   42 752   42 752          
Financial liabilities not measured at fair value                            
Long-term portion of interest-bearing borrowings 17     5 919 909 5 919 909              
Short-term portion of interest-bearing borrowings 17     772 000 772 000              
Trade and other payables 20     284 519 284 519                
        6 976 428 6 976 428                  

# Values less than R1 000

35.2 Measurement
  i. Financial instruments measured at fair value
The following tables show the valuation techniques used in measuring level 2 and 3 fair values, as well as the significant unobservable inputs used:

Type Valuation technique   Significant unobservable inputs   Inter-relationship between significant unobservable inputs and fair value measurement
Derivatives Market comparison: The valuation of the derivative instruments was determined by discounting the future cash flows using the JIBAR or LIBOR swap curve. Similar contracts are traded in active markets and the quotes reflect the actual transactions in similar instruments.   Not applicable   Not applicable
Joint venture — Hystead Limited (Hystead) Discounted cash flow: The valuation model considers the present value of the net cash flows expected to be generated by the underlying shopping centres. The cash flow projections include specific estimates for 10 years. The expected net cash flows are discounted using a  risk-adjusted discount rate.  
Annual growth rate
Exit cap rate
  The estimated fair value would increase/ (decrease) if:
The annual growth rate was higher (lower) or
The exit cap rate was lower (higher)
ii. Financial instruments not measured at fair value        
Loans receivable Amortised cost   Not applicable   Not applicable
Trade and other receivables Carrying values: Due to the short-term nature of receivables they are carried at the value expected to be received within the next 12 months as discounting them over months to settlement would not yield substantially different amounts. Their carrying value is considered to reflect their fair value.        
Cash and cash equivalents The carrying value of cash is considered to reflect its fair value.        
Borrowings and payables Amortised cost        

iii. Transfers between levels 1 and 2
There were no transfers in either direction between levels 1 and 2 during the current or prior year.

iv. Level 3 fair values
Reconciliation of level 3 fair values
The following table shows a reconciliation from the opening balances to the closing balances for level 3 fair values:

# Values less than R1 000

  GROUP 
June 2016 
R000 
  GROUP
June 2015
R000
 
Balance at 1 July        
Acquisition of 60% equity investment in Hystead at cost #       
Net change in fair value of right to receive dividends 1 472 754       
Deferral of unrealised fair value change calculated with reference to unobservable inputs (1 472 754)      
Balance at 30 June        

There were no transfers out of level 3 during the current or prior year.

v. Valuation sensitivity analysis
Joint venture — Hystead

For the fair value of the equity investment in Hystead, changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects:

  June 2016
Profit or loss
 
  Increase    Decrease   
Change in annual growth rate — 1% 33 268    (33 268)  
Change in exit cap rate — 1% (106 202)   106 202   
35.3 Financial risk management
The group has exposure to the following risks arising from financial instruments:
Interest rate risk
Credit risk
Liquidity risk and
Currency risk.

i. Risk management framework
The board of directors (board) has overall responsibility for the establishment and oversight of the group’s risk management framework. The board reviews and monitors the effectiveness of internal control systems, assisted by the audit and risk committees. These committees in turn are assisted by management reporting and periodic reviews, as well as reports from an outsourced internal audit service provider. The committees report to the board on the findings of the internal audit function.

Executive management implements controls to ensure the validity, accuracy and completeness of financial information. These controls are reviewed by internal audit. On an operational level, these controls are implemented by the executive committee.

The risk committee has an independent role, operating as an overseer and making recommendations to the board for its consideration and final approval. The committee does not assume the functions of management, which remain the responsibility of the executive directors, officers and other members of senior management. The main role of the committee is to adopt and implement an appropriate risk management policy, aligned with industry practice. For further detail on the role and mandate of this committee, please refer to its charter online.

ii. Interest rate risk
Interest rates are monitored and appropriate steps taken to ensure that Hyprop’s exposure to interest rate fluctuations is limited. Interest rates have been fixed for periods ranging from 2016 to 2024 with an average maturity of 5,2 years. The average maturity of the fixed interest rate agreements and interest rate swaps is disclosed in note 17 — Borrowings and note 18 — Derivative instruments. The average rate of interest at year-end (applicable to total debt) was 6,7% (2015: 7,1%).

Exposure to interest rate risk
The interest rate profile of the group’s interest-bearing financial instruments as reported to the management of the group is as follows:

  GROUP 
June 2016 
R000 
  GROUP 
June 2015 
R000 
 
Total bank debt and debt capital market funding: 9 708 925     6 691 909    
Less non-controlling interest — Gruppo  (234 307)         
Hyprop exposure  9 474 618     6 691 909    
Total fixed debt  7 652 666     6 321 140    
Total floating debt  1 821 952     370 769    
   9 474 618     6 691 909    
Debt at fixed interest rate (%) 80,8     94,5    
South African debt %   89,6     96,7    
USD debt %   72,4     89,9    
Maturity of fixes years   4,4     4,6    
South African debt years   4,9     5,6    
USD debt years   3,7     4,1    
Cost of funding %              
South African debt %   8,9     8,4    
USD debt %   4,6     4,4    
EUR debt %   1,7          

Fair value sensitivity analysis for fixed rate instruments
The group does not account for any fixed rate financial assets or financial liabilities at fair value through profit or loss, and the group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the reporting date would not affect affect profit or loss.

Interest rate sensitivity analysis for variable rate instruments
The sensitivity analysis includes the exposure to interest rates for both derivatives and non-derivative instruments at the end of the financial year. For floating rate liabilities it is assumed that the liability outstanding at the end of the year was outstanding for the whole year.

Based on year-end floating debt, an interest rate increase/decrease of 150 basis points while all other variables are held constant, would decrease/increase the group’s profit for the year ended 30 June 2016 by R27,3 million (2015: R5,6 million).

iii. Credit risk
Receivables
The group is exposed to credit risk due to trade receivables and loans receivable. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable. Save for national tenants, a deposit in the form of cash or bank guarantee is obtained from the tenant in terms of Hyprop’s deposit policy. Furthermore, and only if required, a deed of suretyship will be obtained from a tenant.

The credit risk in respect of loans receivable is generally mitigated by agreements with the counterparty. These agreements include claims which provide legal protection for Hyprop which are common to such agreements.

Guarantees
The off-shore funding provided to Hystead and its subsidiaries has been supported by a guarantee from Hyprop. Hyprop has agreed to guarantee the due and functional performance of obligations in terms of a EUR205 million bridge loan agreement and to give certain undertakings to and in favour of FirstRand Bank Limited (acting through its Rand Merchant Bank division).

iv. Liquidity risk
Liquidity risk is the risk that the group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group’s reputation.

This risk is minimised by holding cash balances and a floating loan facility. In addition, the company regularly monitors forecast cash flows and considers the matching of maturity profiles of financial assets and liabilities.

Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements:

      Contractual cash flows    
  Carrying
amount
R000
Total
contractual
in-/(out)
flows
R000
One year
or less
R000
One to five
years
R000
More
than
five years
R000
 
Non-derivative financial liabilities            
Long-term portion of interest-bearing borrowings (8 632 036) (9 237 368)   (9 237 368)    
Short-term portion of interest-bearing borrowings (1 294 052) (1 617 798) (1 617 798)      
Payables (434 060) (434 060) (434 060)      
  (10 360 148) (11 289 226) (2 051 858) (9 237 368)    
Derivative financial liabilities*            
Interest rate swaps used for hedging (101 198) (244 985) (49 328) (195 657)    
Total (10 461 346) (11 534 211) (2 101 186) (9 433 025)    
* The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes. These derivative financial instruments are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives as they are net cash settled

v. Currency risk
The group is exposed to currency risk to the extent that there is a mismatch between the currencies in which revenue, operating costs and borrowings are denominated and the respective functional currencies of group companies. The primary functional currencies used by the group are the Rand, US Dollar and Euro. The group’s investments in sub-Saharan Africa (excluding SA) exposes the group to US Dollar currency risk, while the group’s investments in South-Eastern Europe exposes the group to Euro currency risk. Income earned from foreign operations is currently not hedged.

Currency exposure
The summary quantitative data about the group’s exposure to currency risk as reported to the management of the group is as follows:

      June 2016   June 2015  
  USD    EUR ZAR000 
equivalent 
Total 
  USD* ZAR000 
equivalent 
Total 
 
Loans receivable 220 564 705    897 756 3 273 289    183 926 879  2 258 125   
Trade and other receivables 3 594 675    1 948 643 85 073    2 948  36   
Cash and cash equivalents 365 694      5 403    754   
Borrowings (316 428 001)     (5 076 480)   (178 628 099) (2 193 071)  
Trade and other payables (6 300 844)     (93 087)   (775 009) (9 515)  
Net exposure (98 203 771)   2 846 399 1 805 802   4 527 473 55 584  
Forward exchange contracts (5 673 957)     (83 825)   (1 501 278) (18 432)  
Net exposure (103 877 728)#   2 846 399 (1 889 627)#   3 026 195  37 152   

# Excludes the fair value of Ikeja City Mall, Lagos Nigeria, which is consolidated with investment property. Refer to note 2 — Investment Property.

Exchange rates
The following significant exchange rates have been applied:

  June 2016   June 2015  
  Average
rate
Year-end
spot
  Average
rate
Year-end
spot
 
USD1 14,50 14,77   11,45 12,28  
EUR1 16,97 16,40   * *  

Currency risk sensitivity analysis
A strengthening/(weakening) of the Euro and US Dollar against the Rand at 30 June would have affected the measurement of financial instruments denominated in a foreign currency and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

  June 2016   June 2015   June 2016
Profit or loss
  June 2015
Profit or loss
 
  Change vs ZAR   Change vs ZAR   Strengthening  Weakening    Strengthening Weakening  
USD1 10%   1%   (103 308) 103 308    372 (372)  
EUR1 10%       5 419  (5 419)   * *  

  June 2016   June 2015   June 2016
Other comprehensive income
       
  Change vs ZAR   Change vs ZAR   Strengthening  Weakening        
USD1 10%   1%   (146) 146        
EUR1 12%       **  **        

* No comparative is shown for EUR as there was no EUR exposure in the prior year
** No movement is shown due to the deferral of recognition of Hystead


NOTES TO THE FINANCIAL STATEMENTS – NOTE 35