NOTES TO THE ANNUAL FINANCIAL STATEMENTS | NOTE 46

46. CAPITAL MANAGEMENT

In terms of its Memorandum of Incorporation, Growthpoint has unlimited borrowing capacity. Growthpoint is funded partly by owners’ capital and partly by external borrowings. In terms of various covenants that Growthpoint is committed to in terms of its external borrowings, the maximum value of external borrowings as a percentage of the value of property assets is 50% (including the investment in the V&A Waterfront, other equity-accounted investments and listed investments). In practice, Growthpoint aims to keep gearing levels between 30% and 40% over the long term. At 30 June 2015, the nominal value of borrowings, net of cash, was equal to 33.2% (FY14: 30.8%) of the value of property assets. excluding Australia, the ratio decreases to 32.1% (FY14: 27.3%). The Group complied fully with the covenants in respect of all loan facilities during the year.

The following issues of new shares were effected during the financial year ended 30 June 2015:

1 September 2014: 3 792 120 shares at R25.00 per share as consideration for the acquisition of the remaining 50% interest in two entities, with effect from
1 September 2014.
23 September 2014: 42 221 311 shares, pursuant to elections of the dividend re-investment alternative offered in respect of the final 2014 cash dividend of
82.80 cents per share for the financial year ended 30 June 2014. These shares were issued at a price of R24.20 per share, at a 1.71% discount to the five-day volume weighted average price (ex-distribution) as at the close of business on Thursday, 4 September 2014.
1 April 2015: 46 472 377 shares, pursuant to elections of the dividend re-investment alternative offered in respect of the interim cash dividend of 84.40 cents per share for the period ended 31 December 2014. These shares were issued at a price of R26.25 per share, at a 3.94% discount to the five-day volume weighted average price (ex-distribution) as at the close of business on Thursday, 12 March 2015.
28 April 2015: 317 370 060 shares, at R28.66 per share as part-consideration for the remaining interest in the issued shares of Acucap Properties Limited with effect from 1 April 2015.
30 April 2015: 16 292 139 shares, pursuant to elections of the dividend re-investment alternative offered in respect of the second interim cash dividend of
44.50 cents per share for the period ended 31 March 2015. These shares were issued at a price of R27.25 per share, at a 2.97% discount to the five-day volume weighted average price (ex-distribution) as at the close of business on Thursday, 9 April 2015.

The Board’s policy is to maintain a strong capital base, comprising its shareholders’ 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 share. The Board of Directors monitors the level of distributions to shareholders and ensures compliance with the Income Tax Act, JSE Listings Requirements 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.