Primetime Property : Annual Report 2021

PrimeTime

Annual Report

2021

PRIME
PrimeTime Property Holdings Limited
TI	E
PrimeTime Annual Report 2021	1

Contents

What is PrimeTime?________________________________________3

What is

PrimeTime?

1. statement from our Chairlady______________________________4 Board of Directors_________________________________________8 Board Composition______________________________________ 10 Linked unitholders information____________________________ 11 Report from the external property & asset manager__________ 12 The external management team___________________________ 20 Financial report_________________________________________ 22 Our portfolio Botswana___________________________________ 24 Our portfolio South Africa_________________________________ 28 Our portfolio Zambia_____________________________________ 29 Stakeholder engagement_________________________________ 30 Risk management_ ______________________________________ 32 Governance ____________________________________________ 34 King IV compliance update_______________________________ 38
   Audited separate & consolidated financial statements________ 42 Notice of annual general meeting__________________________ 94 Proxy form______________________________________________ 95 Notes__________________________________________________ 96

PrimeTime is a leading Botswana Stock Exchange listed property investment company. Since listing in 2007, PrimeTime's portfolio has grown to 31 properties in Botswana, South Africa and Zambia amounting to over 120,000 sqm of lettable office, retail, and industrial space. PrimeTime has proved resilient to the challenges of the global pandemic, maintaining high occupancy levels, and positioning itself well to capitalise on future opportunities.

There are prospects to grow the portfolio further off the base of a strong roster of tenants and a portfolio that is well balanced. People will still need to work, shop and have leisure time and our offering of bright, appropriately sized and diversified assets is well positioned to accommodate people's needs.

Market value of Investment Property and Revenue

	2.0													180
billions	1.5													135	millions
1.0													90
BWP													BWP
0.5													45
	0													0
	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
Market value of investment property
Revenue

Gross lettable area by country

	150
- thousands	120
90
60
Sqm
30
	0
	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
		Botswana		Zambia			South Africa

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A statement from our

Chairlady

Another remarkable year

Your company, PrimeTime, remains robust with strong assets and has demonstrated its resilience over a challenging 12 months. The group finished the year with close to full occupancy and has continued to pay distributions while delivering on its pre-committed development pipeline. The filling of the new Pinnacle Park offices in Gaborone is a great achievement which we will now start to enjoy the benefit of, along with the income from Lobatse Junction which was completed just after the financial year end.

Petronella Matumo

COVID drag

The unprecedented nature of the Covid-19 pandemic has tested the culture and resilience of businesses throughout the world, and it has been encouraging to see how PrimeTime has responded.

The indiscriminate spread of the virus will have affected almost everyone both in their personal and professional capacities, with our region being particularly hard hit during its winter months. Sadly, PrimeTime lost business partners to the pandemic, and I send my sincere condolences to those who have lost people close to them.

At the time of our financial year end

a semblance of normality appeared to be returning and the vaccine roll out was gaining momentum. Restrictions were being lifted and all our tenants were once again able to trade fully, including the many restaurants and cafes we accommodate, who were the hardest hit.

The diversity of PrimeTime's portfolio has provided it with some protection. Our broad range of occupiers across the office and retail sectors, including many essential services, forms the foundation of our income. Despite this, the restrictions under which we all had to operate have clearly had an impact which is reflected in the results presented in this year's annual report.

Our Zambian operations have been particularly affected over the last two years with the impact of the pandemic exacerbating an already precarious economic situation. However, there has been a noticeable uptick in confidence post the general elections of August 2021 which saw Hakainde Hichilema ('HH') and his United Party for National Development sweep emphatically to power. Whilst the road to realising

Zambia's full potential will be a long one, we believe that the underlying fundamentals will return stability to the property sector in due course. We wish the president and his government every success in plotting Zambia's path forward.

PrimeTime's operations in South Africa are still relatively small, with just the two assets there acquired at the end of 2019. At that time, we had ambitions to grow a portfolio there quickly, but it has not been possible given the events that have transpired. However, there are still persuasive arguments for expansion and our team continue to monitor how these can be realised.

Our response

It has been encouraging to see how PrimeTime has responded in these trying times. Throughout the last year the group has remained focused on how it can help customers and other stakeholders to mitigate the impact of the pandemic. Investors and financiers have been kept abreast of developments and the policies the group has implemented have ensured it is well positioned for the inevitable recovery. The external property and asset managers, Time Projects and Ebbstone Asset Management, have worked with customers across the portfolio to help restructure leases where appropriate and this is reflected in a year end vacancy rate in line with those seen in earlier years at just 3%.

We have been prudent in managing the next phase of PrimeTime's expansion with completion of the Lobatse Junction retail mall, which was successfully opened in October 2021, being a focus over the last year.

• It has been
  encouraging to see
  how PrimeTime has responded

in these trying times. Throughout the last year

the group has remained focused

on how it can

help customers and other stakeholders to mitigate the impact

of the pandemic."

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Corporate governance

The board is responsible for ensuring that the group complies with all applicable legislative, regulatory, and best practice requirements. It is accountable and oversees effective management of risk. As PrimeTime works towards embedding the King IV code we will see a broader range of policies and initiatives being introduced through a collaborative approach between the board and external management team. As part of this process we have appointed an external company to provide an internal audit function.

Constitution of the board

After 10 years Sifelani Thapelo resigned from the board of directors in February 2021. Sifelani contributed immensely over his tenure as a board director, offering guidance on a wide array of legal and governance matters. I thank Sifelani for his contribution and dedication over the years.

We were delighted to welcome Paul Masie to the board in May 2021. Paul brings a wealth of experience from over 30 years in the financial services industry to the board. Subsequent to the year-end we have also welcomed Chandada Masendu-Kusane who has extensive real estate and financial sector experience and Nigel Dixon- Warren, former senior partner at KPMG Botswana. These appointments diversify the skill sets from which we can collectively draw on as a board.

Thefuture

PrimeTime still has an exciting pipeline to deliver. In Gaborone there is the next phase of Prime Plaza, which we made some progress on over the year. The awarding of a five-star green design rating to the first phase of the development is a major boon for PrimeTime. It is the first five- star rating to be awarded to a development in Botswana and demonstrates that our commitment to environmental issues is not just lip service.

The additional pipeline projects of the Boiteko Junction extension and another phase of the fully let Pinnacle Park offices in Setlhoa Gaborone will be advanced with caution, but we expect to see progress in the current year with strong demand from occupiers in both locations. These projects will allow for continued steady growth while we position PrimeTime to be able to take advantage of opportunities that will present themselves as markets recover.

To assist with increasing regulatory requirements, a governance and directors sub-committee will be set up in the course of the 2022 financial year.

It just remains for me to thank my fellow colleagues on the board, past and present, for their considerable efforts over the last year. A substantial amount of time, energy and expertise has been invested by all the directors, particularly in addressing the financial and regulatory complexities of the various jurisdictions in which the group operates.

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Board of

Directors

Petronella Matumo (60)

Independent non-executive chairlady

Appointed: 12 October 2007

HND (Shannon, Rep. of Ireland), IHCI

Petronella is a hotelier by profession and is the Managing Director of Private Collection Proprietary Limited and Fine Jewellery Manufacturing Proprietary Limited - a diamond jewellery retailer and manufacturer respectively. She has extensive business experience gained on the boards of a diverse range of companies, some of which were listed - Barclays Bank of Botswana Limited and Debt Participation Capital Fund Limited. Her tenures include being a previous chairlady of Mascom Wireless Botswana Proprietary Limited, Deci Investments and Motswedi Securities Proprietary Limited. She currently sits on the board of Associated Fund Administrators Proprietary Limited as well as some other private companies.

Joanna ("Jo") Jones (50)

Executive

Appointed: 1 June 2017

BA Hons (Finance), FCA (UK), FCPA (Bots)

Jo has been the Finance Director of the external management company since 2007 and is responsible for the financial management of the PrimeTime group. Having qualified as a chartered accountant in the UK, she moved to Botswana in 1998 as an auditor with PricewaterhouseCoopers. Leaving audit in 2000, she accumulated a wide range of experience in different industries and areas of financial management before specialising in real estate. She sits on the board of other private companies in the property industry.

Cross Kgosidiile (52)

Independent non-executive

Appointed: 16 February 2011

BaC (Accounting), MsB Admin, FCMA, FCPA (Bots)

A qualified accountant, Cross has a solid track record in public sector
finance and management. His early days as a finance manager for Air
Botswana progressed to the Motor Vehicle Accident Fund where he was
CEO for 10 years. He spent 3 years at the Botswana Power Corporation
as the CFO and then the acting CEO before moving to the Botswana
Development Corporation in 2020 in his current role as Managing Director.	Cross
Over the years he has held several other directorships and board positions
and currently sits on a number of boards including Minergy Limited and
GRIT Real Estate Income Fund, as well as some other private companies
and pension fund benefits administrators.
Paul Masie (55)
Independent non-executive
Appointed: 5th May 2021	Paul
BA Econ

Paul has over 30 years' experience in the financial services industry, retiring as the CEO of Alexander Forbes Botswana in 2018. He has worked extensively throughout SADC, East and West African countries in the retirement funds and insurance industries, including emerging markets. He remains Chairman of the Alexander Forbes Botswana Group Holdings Proprietary Limited and serves as a director to several companies in the Alexander Forbes Group, and has several other private board positions.

ACM LID

Nigel

Chairlady

Committee

Audit Committee Member

Lead Independent Director

Alexander ("Sandy") Kelly (67)

Executive

Appointed: 6 September 2007

Pr. Eng BSc (Civ Eng,) MBA, MBIDP

Following an early career in South Africa in construction, Sandy moved to Botswana in 1988 to 'open the doors' for Time Projects, the external management company. He was instrumental in developing PrimeTime's initial portfolio and its successful listing on the BSE in December 2007. Since then he has led the team that has built up PrimeTime's portfolio to where it is today and is a director of the external management company with overall responsibility for managing PrimeTime. Sandy is also a director of several of PrimeTime's subsidiaries, and sits on the board of other private companies in the property and tourism industries, and property companies in the UK where he has

.

Chandada ("Chanda") Masendu-Kusane (39)

Independent non-executive

Appointed: 14 October 2021

BSc (Property Studies), MSc (Real Estate), PMP, PRINCE2

As a real estate professional, Chanda's experience includes property and asset management, valuations and investment. Her career spans 17 years in the commercial banking sector and the local real estate

heads up her own business interests in real estate, education and media. She runs her board and is also a director of Western Industrial Estate, a subsidiary of the Botswana

Corporation.

Mmoloki ("Turnie") Morolong (53)

Executive

Appointed: 6 September 2007

BA (UB), MBA (UB), Dip. PM REIB

Turnie has been with the external management company, Time Projects, since 2005 and was appointed director of the property management division in 2007. He has gained vast experience in property management having been in the industry for more than 20 years and is responsible for the day-to-day management of all the properties in PrimeTime's portfolio. Turnie is a director of several of PrimeTime's subsidiaries, and sits on the board of other private companies in the property industry.

Warren (52)

non-executive

Appointed: 22 November 2021

FCCA (UK), FCA (Bots)

Nigel is an accountant by profession with over 30 years' experience. He spent almost 25 years' with KPMG, the last 19 of which were as a Partner/Senior Partner in Botswana. Nigel now heads up a private consultancy specialising in corporate finance, business planning and tax. He has held a number of voluntary positions in the Botswana business community over the years and contributed to the development of the accounting profession. Having already served in various roles for the Botswana Institute of Chartered Accountants he still remains actively involved as a member of their Tax Committee.

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