30 September 2024
Aseana Properties
Limited
("Aseana", the "Company" or, the
"Group")
Half-Year Results for the Six Months
Ended 30 June 2024
Aseana Properties Limited (LSE: ASPL), a
property developer with investments in Malaysia listed on the Main
Market of the London Stock Exchange, announces its unaudited
half-year results for the six-month period ended 30 June
2024.
Operational highlights:
·
Driven by recovery in exports, increase in domestic demand
and resurgence in tourism, the economy of Malaysian rebounded in
the first half of 2024. The RuMa Hotel has achieved 65%
occupancy in the first six months of 2024 and continues to
improve. In the period ending 30 June 2024, it recorded a net
profit of approximately RM 4.5 million.
· In
April, June and August, the Group had entered into Sale and
Purchase Agreements for the sale of a total of 32 units of the
unsold RuMa Residences for total gross proceeds of RM 52.8 million.
The sale of 16 of these units have been completed, with the
aggregate gross sale price of RM 28.9 million used to repay
principal debts of RM 17.3 million and to meet other debt
obligations and costs associated with the units. In
September, the Group made further progress in the sale of 5 more
RuMa Residences units, for gross proceeds of RM 7.7 million and
Sale and Purchase Agreements have been signed on 4 of them as at
the date of this report, with the 5th expected to be signed and a
deposit received shortly.
· In
the first half of 2024, the occupancy rate at the Harbour Mall
Sandakan was slightly behind target at 93%, but its financial
performance for period ended 30 June 2024 has exceeded
expectations.
· On 30
June 2023, the Group announced that it had entered into a binding
conditional agreement to sell the Sandakan hotel asset and the
Harbour Mall Sandakan for a gross consideration of RM165 million
followed by a Supplementary Agreement on 6 April 2024 to extend the
completion date. There has been no formal update and no deposit
from the purchaser since end July 2024. Therefore, the Group
continues to actively seek other potential buyers of this and other
assets held by the Group.
Financial highlights:
· Other
Income of US$7.0 million (H1 2023: US$6.5 million)
· Loss
before tax of US$4.7 million (H1 2023: US$6.1 million) which
includes a foreign exchange loss of US$3.4 million due to the
depreciation of the Malaysian Ringgit, in which all of the Group's
assets were denominated in
· Loss
after tax of US$4.6 million (H1 2023: US$5.9 million)
· Total
comprehensive loss of US$2.7 million (H1 2023: US$4.3
million)
· Net
asset value of US$46.8 million (31 December 2023 (audited): US$63.4
million) or US$0.29 per
share (31 December 2023 (audited): US$0.32 per share)
Commenting on the results, Nick Paris, Chairman of
Aseana, said:
The first half results of 2024 reflect our
ongoing efforts to reduce cash outflows and operating losses whilst
we seek to sell our assets Our Net Assets fell substantially in the
period principally because of the debt settlement with Ireka
Corporation, but as the ASPL shares that they transferred to us
were at a price representing a substantial discount to their NAV,
the Net Asset Value of the remaining Shares only fell by 9.3% after
those shares had been cancelled. The Company continues to
work towards improving operational performance and narrowing losses
of its operating assets; and remains focused on disposing the
remaining assets in a controlled and orderly manner.
For further information:
|
Aseana
Properties Limited
|
Tel: +44 7738 470550
|
|
Nick Paris (Chairman)
|
Email: nickparis@btinternet.com
|
|
|
|
|
Grant Thornton
UK LLP
|
Tel: 020 7728 2578
|
|
Philip J Secrett
|
Email: philip.j.secrett@uk.gt.com
|
|
|
|
CHAIRMAN'S STATEMENT
Introduction
I am pleased to report on the results of Aseana
Properties Limited and its Group of companies for the six months
ended 30 June 2024.
Interim Results for the Half Year ended 30 June
2024
For the six months ended 30 June 2024, the
Group recorded an unaudited operating income of US$7.0 million (H1
2023: US$6.5 million), which are mainly attributable to The RuMa
Hotel and Residences, and the Harbour Mall in Sandakan.
Operating losses narrowed to US$2.8 million (H1 2023: US$5.7
million). However, net financing costs have increased to
US$1.8 million (H1 2023: US$0.4 million) due to higher interest
rates. The loss for the period also decreased to US$4.6
million (H1 2023: US$5.9 million).
The Group's unaudited net asset value as at 30
June 2024 decreased US$46.8 million (31 December 2023 (audited):
US$63.4 million) due to losses incurred during the period.
This translated to 29 US cents per voting share (31 December
2023 (audited): 32 US cents).
As previously announced, the Company continues
to seek more working capital loans in order to fund its day to day
operations and it is seeking to raise at least US$2.5
million.
Our Business
Focus and Recent Property Divestments
The business focus for the Group is still to
continue improving the operational performance of our remaining
assets in order to preserve our cash balances and increase the
value of those assets and to continue with our asset divestment
process.
In January 2024, we reached a settlement with
Ireka Corporation Berhad ("ICB"), the parent company of our former
Development Manager under which their debts to the Company were
settled via a buyback of 38.8 million ASPL shares that ICB owned
together with its 30% stakes in Urban DNA Sdn Bhd and The RuMa
Hotel Sdn Bhd related to The RuMa Hotel & Residences in Kuala
Lumpur. The ASPL shares bought back were cancelled, resulting
in an increase of the Net Asset Value per share for the remaining
share in the Company.
In March 2024, the Company secured 3 loans
totalling US$1.0 million for the purpose of working capital to fund
its operations; one of which is with a former Director of Aseana
and one of which is with an associate of a former Director of
Aseana, all of which are on the same terms. All 3 loans bear
an interest rate of 15% per annum and secured by charges over units
in The RuMa Hotel and Residences. Further working capital
loans are still being sought.
In April, June and August, the Group had
entered into Sale and Purchase Agreements for the sale of a total
of 32 units of the unsold RuMa Residences for total gross proceeds
of RM 52.8 million. The sale of 16 of these units have been
completed, with the aggregate gross sale price of RM 28.9 million
used to repay principal debts of RM 17.3 million and to meet other
debt obligations and costs associated with the units.
In September, the Group made further progress
in the sale of 5 more RuMa Residences units, for gross proceeds of
RM 7.7 million and Sale and Purchase Agreements have been signed on
4 of them as at the date of this report, with the 5th
expected to be signed and a deposit received shortly.
The remaining 20 units are expected to be
completed on or before 31 October 2024. The sale of more of
the remaining units is under discussion.
We continue to work on the completion of the
sale of the Harbour Mall and Hotel at Sandakan as announced on 30
June 2023.
At an Extraordinary General Meeting of
Shareholders held on 3 July 2024, Clare Muhiudeen and Dato Dr Kok
Cheong Thong were elected as additional Directors of the Company
and we welcome them.
At the Annual General Meeting on 30 July 2024,
Helen Wong and Thomas Holland who had retired by rotation were not
re-elected as Directors. A handover process is on-going and
is expected to complete during October 2024.
Our aim continues to be to complete the sale of
all of the Company's remaining assets in a controlled, orderly and
timely manner, to pay off our remaining debts and then to return
surplus sale proceeds to our shareholders.
Acknowledgements
I would like to take this opportunity to thank
my colleagues on the Board and throughout our Group and our
external advisors, bankers and service providers for their tireless
efforts on behalf of the Group and its Shareholders.
Thomas Holland and Helen Wong were not
re-elected as Directors of the Company at the Annual General
Meeting and Robert Minty resigned as a Director on 13 September
2024 and I want to thank them all for their service and
contribution to the Company as Directors.
This has been another very challenging period
in the corporate life of Aseana and although the principal focus is
still to sell the remaining assets, we are establishing new
arrangements to manage our operations and implement the remaining
asset realisations. All parties are committed to achieving a
smooth transition to these new arrangements. I am stepping
down as Chairman and resigning as a Director of the Company today
and Hock Chye Tan is resigning as a Director. Steps are being
taken to bring in other Directors including someone who can become
the new Chairman of the Board.
Thank you.
NICHOLAS JOHN
PARIS
Chairman
30 September 2024
PROPERTY PORTFOLIO AS AT 30 JUNE 2024
|
Project
|
Type
|
Effective Ownership
*
|
Approximate
Gross
Floor
Area
(sq m)
|
Approximate Land
Area
(sq m)
|
|
Completed projects
|
|
|
|
|
|
The RuMa Hotel and
Residences
Kuala Lumpur, Malaysia
|
Luxury
residential tower and bespoke hotel
|
100.0%
|
40,000
|
4,000
|
|
Sandakan Harbour Square
Sandakan, Sabah, Malaysia
|
Retail
lots, hotel and retail mall
|
100.0%
|
126,000
|
48,000
|
|
Undeveloped projects
|
|
|
|
|
|
Kota Kinabalu Land Parcel
|
Land
parcel approved for future development and services
reserve
|
80.0%
|
N/A
|
172,900
|
* Shareholding as at 30 June 2024
N/A: Not available/ Not applicable
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE SIX
MONTHS ENDED 30 JUNE 2024
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Notes
|
Six months ended
30 June
|
Six months ended
30 June
|
Year
ended
31 December
|
|
|
|
2024
|
2023
|
2023
|
|
Continuing
activities
|
|
US$'000
|
US$'000
|
US$'000
|
|
Revenue
|
3
|
-
|
99
|
1,205
|
|
Cost of sales
|
5
|
-
|
(100)
|
(677)
|
|
Gross
(loss)/profit
|
|
-
|
(1)
|
528
|
|
Other income
|
|
7,031
|
6,505
|
14,544
|
|
Administrative expenses
|
|
(559)
|
(566)
|
(1,069)
|
|
Other operating expenses
|
|
(5,846)
|
(6,537)
|
(13,989)
|
|
Impairment of inventory
|
|
-
|
-
|
(7,668)
|
|
Foreign exchange loss
|
6
|
(3,449)
|
(5,150)
|
(1,976)
|
|
Operating loss
|
|
(2,823)
|
(5,749)
|
(9,630)
|
|
Finance income
|
|
48
|
1,091
|
1,860
|
|
Finance costs
|
|
(1,876)
|
(1,446)
|
(2,912)
|
|
Net finance costs
|
|
(1,828)
|
(355)
|
(1,052)
|
|
Net loss before
taxation
|
|
(4,651)
|
(6,104)
|
(10,682)
|
|
Taxation
|
7
|
65
|
196
|
209
|
|
Loss for the
period/year
|
|
(4,586)
|
(5,908)
|
(10,473)
|
Other comprehensive income/(loss), net
of tax
Items that are or may be reclassified
subsequently to profit or loss
|
Foreign currency translation differences
for foreign operations
|
|
1,926
|
1,623
|
(755)
|
|
Total other
comprehensive
income/(loss) for the period/year
|
|
1,926
|
1,623
|
(755)
|
|
Total
comprehensive loss
for the period/year
|
|
(2,660)
|
(4,285)
|
(11,228)
|
|
Loss
attributable to:
|
|
|
|
|
|
Equity holders of the parent company
|
|
(4,507)
|
(5,459)
|
(8,732)
|
|
Non-controlling interests
|
|
(79)
|
(449)
|
(1,741)
|
|
Total
|
|
(4,586)
|
(5,908)
|
(10,473)
|
|
|
|
|
|
|
|
Total
comprehensive loss
attributable to:
|
|
|
|
|
|
Equity holders of the parent company
|
|
(2,748)
|
(4,123)
|
(9,696)
|
|
Non-controlling interests
|
|
88
|
(162)
|
(1,532)
|
|
Total
|
|
(2,660)
|
(4,285)
|
(11,228)
|
|
Loss per
share
Basic and
diluted (US cents)
|
|
(2.82)
|
(2.75)
|
(4.39)
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE
2024
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Notes
|
As at
30 June
|
As at
30 June
|
As at
31 December
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Non-current
assets
|
|
|
|
|
|
Property, plant and equipment
|
|
189
|
151
|
198
|
|
Intangible assets
|
|
578
|
578
|
578
|
|
Deferred tax assets
|
|
4,394
|
4,445
|
4,518
|
|
Total
non-current assets
|
|
5,161
|
5,174
|
5,294
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
Inventories
|
|
115,110
|
124,783
|
118,351
|
|
Trade and other receivables
|
|
1,601
|
12,522
|
9,078
|
|
Prepayments
|
|
320
|
368
|
141
|
|
Current tax assets
|
|
280
|
200
|
221
|
|
Cash and cash equivalents
|
|
4,774
|
5,818
|
4,273
|
|
Total current
assets
|
|
122,085
|
143,691
|
132,064
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
127,246
|
148,865
|
137,358
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Share capital
|
|
8,659
|
10,601
|
10,601
|
|
Share premium
|
|
207,527
|
208,925
|
208,925
|
|
Capital redemption reserve
|
|
(8,614)
|
1,899
|
1,899
|
|
Translation reserve
|
|
(24,765)
|
(24,100)
|
(26,524)
|
|
Accumulated losses
|
|
(136,020)
|
(128,240)
|
(131,513)
|
|
Shareholders'
equity
|
|
46,787
|
69,085
|
63,388
|
|
Non-controlling interests
|
|
35
|
(5,566)
|
(6,936)
|
|
Total
equity
|
|
46,822
|
63,519
|
56,452
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
Trade and other payables
|
|
-
|
34,292
|
-
|
|
Total
non-current liabilities
|
|
-
|
34,292
|
-
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Trade and other payables
|
|
48,228
|
18,877
|
48,281
|
|
Amount due to non-controlling
interests
|
|
1,051
|
1,860
|
1,891
|
|
Short term loan
|
9
|
1,150
|
-
|
-
|
|
Loans and borrowings
|
10
|
1,377
|
1,507
|
1,471
|
|
Medium term notes
|
11
|
28,618
|
28,810
|
29,263
|
|
Total current
liabilities
|
|
80,424
|
51,054
|
80,906
|
|
|
|
|
|
|
|
Total liabilities
|
|
80,424
|
85,346
|
80,906
|
|
|
|
|
|
|
|
TOTAL EQUITY
AND LIABILITIES
|
|
127,246
|
148,865
|
137,358
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX
MONTHS ENDED 30 JUNE 2024 - UNAUDITED
|
|
Redeemable Ordinary
Shares
US$'000
|
Management
Shares
US$'000
|
Share
Premium
US$'000
|
Capital Redemption
Reserve
US$'000
|
Translation
Reserve
US$'000
|
Accumulated
Losses
US$'000
|
Total Equity Attributable to
Equity Holders of the Parent
US$'000
|
Non- Controlling
Interests
US$'000
|
Total
Equity
US$'000
|
|
As at 1 January 2024
|
10,601
|
-#
|
208,925
|
1,899
|
(26,524)
|
(131,513)
|
63,388
|
(6,936)
|
56,452
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(4,507)
|
(4,507)
|
(79)
|
(4,586)
|
|
Total other comprehensive
loss
|
-
|
-
|
-
|
-
|
1,759
|
-
|
1,759
|
167
|
1,926
|
|
Total comprehensive loss
|
-
|
-
|
-
|
-
|
1,759
|
(4,507)
|
(2,748)
|
88
|
(2,660)
|
|
Settlement and share cancellation
(Note 13)
|
(1,942)
|
-
|
(1,398)
|
(10,513)
|
-
|
-
|
(13,853)
|
6,883
|
(6,970)
|
|
Shareholders' equity at 30 June 2024
|
8,659
|
-#
|
207,527
|
(8,614)
|
(24,765)
|
(136,020)
|
46,787
|
35
|
46,822
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(CONT'D)
FOR THE SIX
MONTHS ENDED 30 JUNE 2023 - UNAUDITED
|
|
Redeemable Ordinary
Shares
US$'000
|
Management
Shares
US$'000
|
Share
Premium
US$'000
|
Capital Redemption
Reserve
US$'000
|
Translation
Reserve
US$'000
|
Accumulated
Losses
US$'000
|
Total Equity Attributable to
Equity Holders of the Parent
US$'000
|
Non- Controlling
Interests
US$'000
|
Total
Equity
US$'000
|
|
As at 1 January 2023
|
10,601
|
-
|
208,925
|
1,899
|
(25,436)
|
(122,781)
|
(73,208)
|
(5,404)
|
(67,804)
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(5,459)
|
(5,459)
|
(449)
|
(5,908)
|
|
Total other comprehensive
loss
|
-
|
-
|
-
|
-
|
1,336
|
-
|
1,336
|
287
|
1,623
|
|
Total comprehensive loss
|
-
|
-
|
-
|
-
|
1,336
|
(5,459)
|
(4,123)
|
(162)
|
(4,285)
|
|
Disposal of subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Shareholders' equity at 30 June 2023
|
10,601
|
-#
|
208,925
|
1,899
|
(24,100)
|
(128,240)
|
69,085
|
(5,566)
|
63,519
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(CONT'D)
For
the year ended 31 December 2023 - audited
|
Consolidated
|
Redeemable Ordinary
Shares
US$'000
|
Management
Shares
US$'000
|
Share
Premium
US$'000
|
Capital Redemption
Reserve
US$'000
|
Translation
Reserve
US$'000
|
Accumulated
Losses
US$'000
|
Total Equity Attributable to
Equity Holders of the Parent
US$'000
|
Non- Controlling
Interests
US$'000
|
Total
Equity
US$'000
|
|
As at 1 January 2022
(restated)
|
10,601
|
-#
|
208,925
|
1,899
|
(22,852)
|
(106,914)
|
91,659
|
(2,646)
|
89,013
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(15,867)
|
(15,867)
|
(2,009)
|
(17,876)
|
|
Total other comprehensive loss for
the year
|
-
|
-
|
-
|
-
|
(2,584)
|
-
|
(2,584)
|
125
|
(2,459)
|
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
-
|
(2,584)
|
(15,867)
|
(18,451)
|
(1,884)
|
(20,335)
|
|
Disposal of subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(874)
|
(874)
|
|
As
at 31 December 2022 / 1 January 2023
|
10,601
|
-
|
208,925
|
1,899
|
(25,436)
|
(122,781)
|
(73,208)
|
(5,404)
|
67,804
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(8,732)
|
(8,732)
|
(1,741)
|
(10,473)
|
|
Total other comprehensive loss for
the year
|
-
|
-
|
-
|
-
|
(964)
|
-
|
(964)
|
209
|
(755)
|
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
-
|
(964)
|
(8,732)
|
(9,696)
|
(1,532)
|
(11,228)
|
|
Disposal of subsidiaries
|
-
|
-
|
-
|
-
|
(124)
|
-
|
(124)
|
-
|
(124)
|
|
Shareholders' equity at 31 December 2023
|
10,601
|
-#
|
208,925
|
1,899
|
(26,524)
|
(131,513)
|
63,388
|
(6,936)
|
56,452
|
# Represents 2 management shares at
US$0.05 each
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
30 June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
|
Cash Flows
from Operating Activities
|
|
|
|
|
Loss before taxation
|
(4,652)
|
(6,104)
|
(10,682)
|
|
Impairment of amount due from a related
party
|
-
|
-
|
219
|
|
Bad debt written off
|
-
|
-
|
318
|
|
Impairment of inventory
|
-
|
-
|
7,668
|
|
Finance income
|
(48)
|
(1,091)
|
(1,860)
|
|
Finance costs
|
1,876
|
1,446
|
2,912
|
|
Loss on disposal of subsidiaries
|
-
|
-
|
(121)
|
|
Unrealised foreign exchange
gain/(loss)
|
3,022
|
5,354
|
1,940
|
|
Depreciation of property, plant and equipment
and right-of-use asset
|
26
|
12
|
32
|
|
Operating
profit/(loss) before changes in working capital
|
224
|
(383)
|
426
|
|
Changes in working capital:
|
|
|
|
|
Decrease in inventories
|
8
|
265
|
843
|
|
(Increase)/decrease in trade and other
receivables and prepayments
|
(498)
|
1,615
|
3,567
|
|
Decrease in trade and other payables
|
(2,672)
|
(5,648)
|
(7,460)
|
|
Cash generated
used in operations
|
(2,938)
|
(4,151)
|
(2,624)
|
|
Interest paid
|
(3)
|
(2,880)
|
(3)
|
|
Tax (refunded)/paid
|
(1,726)
|
21
|
(2,854)
|
|
|
|
|
|
|
Net cash used
in operating activities
|
(4,667)
|
(7,010)
|
(5,481)
|
|
|
|
|
|
|
Cash Flows
from/(used in) Investing Activities
|
|
|
|
|
Purchase of property, plant and
equipment
|
(23)
|
(88)
|
(154)
|
|
Finance income received
|
48
|
(371)
|
130
|
|
|
|
|
|
|
Net cash
from/(used in) investing activities
|
25
|
(459)
|
(24)
|
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)
FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
|
Cash Flows
from/(used in) Financing Activities
|
|
|
|
|
Proceeds from short term loan
|
1,000
|
-
|
-
|
|
Drawdown of loans and borrowings
|
157
|
-
|
-
|
|
Repayment of loans and borrowings
|
(53)
|
(611)
|
(693)
|
|
|
|
|
|
|
Net cash
from/(used) in financing activities
|
1,104
|
(611)
|
(693)
|
|
|
|
|
(6,198)
|
|
Net changes in
cash and cash equivalents during the period/year
|
(3,538)
|
(8,080)
|
3,212
|
|
Effect of changes in exchange rates
|
4,039
|
6,639
|
7,259
|
|
Cash and cash
equivalents at the beginning of the period/year
|
4,273
|
7,259
|
|
|
Cash and cash
equivalents at the end of the period/year (i)
|
4,774
|
5,818
|
4,273
|
(i) Cash and Cash
Equivalents
Cash and cash equivalents included in the
consolidated statement of cash flows comprise the following
consolidated statement of financial position amounts:
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
|
Cash and bank balances
|
2,428
|
3,500
|
1,882
|
|
Short term bank deposits
|
2,346
|
2,318
|
2,391
|
|
|
4,774
|
5,818
|
4,273
|
|
Less: Deposits pledged (ii)
|
(2,333)
|
(2,327)
|
(2,377)
|
|
Cash and cash equivalents
|
2,441
|
3,491
|
1,896
|
(ii)
Included in short term bank deposits and cash and bank
balance is US$2,333,000 (31 December 2023:
US$2,377,000; 30 June 2023:
US$2,327,000) pledged for loans and
borrowings and Medium Term Notes of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
1 GENERAL
INFORMATION
The principal activities of the Group are the
sale of development land and the operation and sale of hotels, and
a shopping mall in Malaysia.
2 SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
2.1 BASIS OF
PREPARATION
The interim condensed consolidated financial
statements for the six months ended 30 June 2024 have been prepared
in accordance with IAS 34, Interim Financial Reporting.
The interim condensed consolidated financial
statements should be read in conjunction with the annual financial
statements for the year ended 31 December 2023 which have been
prepared in accordance with IFRS.
Taxes on income in the interim period are
accrued using the tax rate that would be applicable to expected
total annual earnings.
The interim results have not been audited nor
reviewed and do not constitute statutory financial
statements.
The preparation of financial statements in
conformity with IFRS requires the use of estimates and assumptions
that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of
expenses during the reporting period. Although these
estimates are based on management's best knowledge of the amount,
event or actions, actual results ultimately may differ from those
estimates.
The accounting policies applied are consistent
with those of the annual financial statements for the year ended 31
December 2023 as described in those annual financial
statements.
The interim report and financial statements
were approved by the Board of Directors on 30 September
2024.
3 SEGMENTAL
INFORMATION
Segmental information represents the level at
which financial information is reported to the Board of Directors,
being the chief operating decision makers as defined in IFRS
8. The Directors determine the operating segments based on
reports reviewed and used by their staff for strategic decision
making and resource allocations. For management purposes, the
Group is organised into project units.
The Group's reportable operating segments are
as follows:
(i)
Investment Holding Companies - investing activities;
(ii) Ireka Land
Sdn. Bhd. - developed Tiffani ("Tiffani") by i-ZEN;
(iii) ICSD Ventures
Sdn. Bhd. - owns and operates the Harbour Mall Sandakan ("HMS") and
the Sandakan hotel asset ("SHA", formerly Four Points by Sheraton
Sandakan Hotel);
(iv) Amatir Resources
Sdn. Bhd. - developed the SENI Mont' Kiara ("SENI");
(v)
The RuMa Hotel KL Sdn. Bhd. - operates the RuMa
Hotel; and
(vi) Urban DNA Sdn.
Bhd. - developed and owns the RuMa Hotel and Residences ("The
RuMa")
Other non-reportable segments comprise the
Group's business activities that do not meet the criteria to be an
operating segment. None of these segments meets any of the
quantitative thresholds for determining reportable segments in 2024
and 2023.
Information regarding the operations of each
reportable segment is included below. The Board of Directors
monitors the operating results of each segment for the purpose of
performance assessments and making decisions on resource
allocation. Performance is based on segment gross
profit/(loss) and profit/(loss) before taxation, which the
Directors believes are the most relevant in evaluating the results
relative to other entities in the industry. Segment assets
presented inclusive of inter-segment balances and inter-segment
pricing is determined on an arm's length basis.
The Group's revenue generating development
projects are located in Malaysia.
3 SEGMENTAL
INFORMATION (CONT'D)
Operating
Segments ended 30 June 2024 - Unaudited
|
|
Investment Holding
Companies
|
Ireka
Land Sdn. Bhd.
|
ICSD Ventures Sdn.
Bhd.
|
Amatir Resources Sdn.
Bhd.
|
The RuMa Hotel KL Sdn.
Bhd.
|
Urban
DNA
Sdn. Bhd.
|
Total
|
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Segment (loss)/profit before taxation
|
(1,869)
|
(858)
|
(193)
|
(876)
|
944
|
(1,063)
|
(3,915)
|
|
Included in the measure of segment (loss)/profit
are:
|
|
|
|
|
|
|
|
|
Revenue
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Cost of sales
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Revenue from hotel
operations
|
-
|
-
|
-
|
-
|
5,787
|
-
|
5,787
|
|
Revenue from mall
operations
|
-
|
-
|
1,131
|
-
|
-
|
-
|
1,131
|
|
Expenses from hotel
operations
|
-
|
-
|
(137)
|
-
|
(4,799)
|
-
|
(4,936)
|
|
Expenses from mall
operations
|
-
|
-
|
(624)
|
-
|
-
|
-
|
(624)
|
|
Depreciation of property, plant and
equipment
|
-
|
-
|
(13)
|
-
|
(13)
|
-
|
(26)
|
|
Finance costs
|
(150)
|
-
|
(647)
|
(107)
|
-
|
(842)
|
(1,746)
|
|
Finance income
|
-
|
-
|
24
|
-
|
-
|
-
|
24
|
|
Segment assets
|
86
|
59
|
36,638
|
337
|
1,217
|
79,616
|
117,953
|
|
Segment liabilities
|
1,733
|
4
|
1,641
|
1,407
|
5,684
|
38,217
|
48,686
|
3 SEGMENTAL
INFORMATION (CONT'D)
Reconciliation
of reportable segment revenues, profit or loss, assets and
liabilities and other material items
|
Profit or
loss
|
US$'000
|
|
Total loss for reportable segments
|
(3,915)
|
|
Other non-reportable segments
|
(630)
|
|
Depreciation
|
|
|
Finance income
|
(130)
|
|
Finance cost
|
24
|
|
Others
|
|
|
|
|
|
Consolidated
loss before taxation
|
(4,651)
|
|
US$'000
|
Revenue
|
Depreciation
|
Finance
costs
|
Finance
income
|
Segment
assets
|
Segment
liabilities
|
Addition to non-current
assets
|
|
Total reportable segment
|
-
|
(26)
|
(1,766)
|
24
|
117,953
|
48,686
|
23
|
|
Other non-reportable
segments
|
-
|
-
|
(130)
|
24
|
9,293
|
31,738
|
-
|
|
Consolidated total
|
-
|
(26)
|
1,876
|
48
|
127,246
|
80,424
|
23
|
3 SEGMENTAL
INFORMATION (CONT'D)
Operating
Segments ended 30 June 2023 - Unaudited
|
|
Investment Holding
Companies
|
Ireka
Land Sdn. Bhd.
|
ICSD Ventures Sdn.
Bhd.
|
Amatir Resources Sdn.
Bhd.
|
The RuMa Hotel KL Sdn.
Bhd.
|
Urban
DNA
Sdn. Bhd.
|
Total
|
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Segment (loss)/profit before
taxation
|
(129)
|
(968)
|
40
|
(2,518)
|
(362)
|
(841)
|
(4,778)
|
|
Included in the measure of segment (loss)/profit
are:
|
|
|
|
|
|
|
|
|
Revenue
|
-
|
-
|
-
|
-
|
-
|
99
|
99
|
|
Cost of sales
|
-
|
-
|
-
|
-
|
-
|
(100)
|
(100)
|
|
Revenue from hotel
operations
|
-
|
-
|
-
|
-
|
5,198
|
-
|
5,198
|
|
Revenue from mall
operations
|
-
|
-
|
1,171
|
-
|
-
|
-
|
1,171
|
|
Expenses from hotel
operations
|
-
|
-
|
(170)
|
-
|
(4,461)
|
-
|
(4,631)
|
|
Expenses from mall
operations
|
-
|
-
|
(618)
|
-
|
-
|
-
|
(618)
|
|
Depreciation of property, plant and
equipment
|
-
|
-
|
(7)
|
-
|
(5)
|
-
|
(12)
|
|
Finance costs
|
-
|
-
|
(484)
|
(102)
|
-
|
(980)
|
(1,566)
|
|
Finance income
|
1,001
|
-
|
30
|
179
|
-
|
-
|
1,210
|
|
Segment assets
|
8,598
|
59
|
44,249
|
1,226
|
703
|
85,021
|
139,856
|
|
Segment liabilities
|
495
|
3
|
1,174
|
2,765
|
6,521
|
43,383
|
54,341
|
3 SEGMENTAL
INFORMATION (CONT'D)
Reconciliation
of reportable segment revenues, profit or loss, assets and
liabilities and other material items
|
Profit or
loss
|
US$'000
|
|
Total loss for reportable segments
|
(4,778)
|
|
Other non-reportable segments
|
(1,327)
|
|
Depreciation
|
-
|
|
Finance income
|
120
|
|
Finance cost
|
(120)
|
|
Others
|
-
|
|
|
|
|
Consolidated loss before taxation
|
(6,104)
|
|
US$'000
|
Revenue
|
Depreciation
|
Finance
costs
|
Finance
income
|
Segment
assets
|
Segment
liabilities
|
Addition to non-current
assets
|
|
Total reportable segment
|
99
|
(12)
|
(1,566)
|
1,210
|
139,856
|
54,341
|
88
|
|
Other non-reportable
segments
|
-
|
-
|
120
|
(119)
|
9,009
|
31,005
|
-
|
|
Consolidated total
|
99
|
(12)
|
(1,446)
|
1,091
|
148,865
|
85,346
|
88
|
3 SEGMENTAL
INFORMATION (CONT'D)
Operating
Segments - Year ended 31 December 2023 - Audited
|
|
Investment Holding
Companies
|
Ireka
Land Sdn. Bhd.
|
ICSD Ventures Sdn.
Bhd.
|
Amatir Resources Sdn.
Bhd.
|
The RuMa Hotel KL Sdn.
Bhd.
|
Urban
DNA
Sdn. Bhd.
|
Total
|
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Segment (loss)/profit before
taxation
|
(231)
|
(139)
|
(7,815)
|
(2,299)
|
15
|
700
|
(9,769)
|
|
Included in the measure of segment (loss)/profit
are:
|
|
|
|
|
|
|
|
|
Revenue
|
-
|
-
|
-
|
1,205
|
-
|
-
|
1,205
|
|
Cost of sales
|
-
|
-
|
-
|
(677)
|
-
|
-
|
(677)
|
|
Revenue from hotel
operations
|
-
|
-
|
-
|
-
|
11,308
|
-
|
11,308
|
|
Revenue from mall
operations
|
-
|
-
|
2,254
|
-
|
-
|
-
|
2,254
|
|
Expenses from hotel
operations
|
-
|
-
|
(346)
|
-
|
(11,219)
|
-
|
(11,565)
|
|
Expenses from mall
operations
|
-
|
-
|
(1,277)
|
-
|
-
|
-
|
(1,277)
|
|
Depreciation of property, plant and
equipment
|
-
|
-
|
(20)
|
-
|
(12)
|
-
|
(32)
|
|
Finance costs
|
-
|
-
|
(978)
|
(192)
|
-
|
(1,683)
|
(2,853)
|
|
Finance income
|
1,730
|
-
|
60
|
1
|
-
|
1
|
1,792
|
|
Segment assets
|
8,123
|
61
|
37,341
|
275
|
990
|
81,533
|
128,323
|
|
Segment liabilities
|
600
|
4
|
1,232
|
1,531
|
6,579
|
39,389
|
49,335
|
3 SEGMENTAL
INFORMATION (CONT'D)
Reconciliation
of reportable segment revenues, profit or loss, assets and
liabilities and other material items
|
Profit or
loss
|
US$'000
|
|
Total loss for reportable segments
|
(9,769)
|
|
Other non-reportable segments
|
(921)
|
|
Depreciation
|
-
|
|
Finance income
|
(60)
|
|
Finance cost
|
68
|
|
Others
|
(10,682)
|
|
|
(9,769)
|
|
Consolidated loss before taxation
|
(921)
|
|
US$'000
|
Revenue
|
Depreciation
|
Finance
costs
|
Finance
income
|
Segment
assets
|
Segment
liabilities
|
Addition to non-current
assets
|
|
Total reportable segment
|
1,205
|
(32)
|
(2,853)
|
1,792
|
128,323
|
49,335
|
154
|
|
Other non-reportable
segments
|
-
|
-
|
(59)
|
68
|
9,035
|
31,571
|
-
|
|
Consolidated total
|
1,205
|
(32)
|
(2,912)
|
1,860
|
137,358
|
80,906
|
154
|
3 SEGMENTAL
INFORMATION (CONT'D)
Geographical
Information - six months ended 30 June 2024 -
Unaudited
|
|
|
|
Malaysia
|
Total
|
|
|
|
|
US$'000
|
US$'000
|
|
Revenue
|
|
|
-
|
-
|
|
Non-current assets
|
|
|
5,161
|
5,161
|
Geographical
Information - six months ended 30 June 2023 -
Unaudited
|
|
|
|
Malaysia
|
Total
|
|
|
|
|
US$'000
|
US$'000
|
|
Revenue
|
|
|
99
|
99
|
|
Non-current assets
|
|
|
5,174
|
5,174
|
Geographical
Information - year ended 31 December 2023 -
Audited
|
|
|
|
Malaysia
|
Total
|
|
|
|
|
US$'000
|
US$'000
|
|
Revenue
|
|
|
1,205
|
1,205
|
|
Non-current assets
|
|
|
5,294
|
5,294
|
In the financial period/year ended 30 June
2024; 30 June 2023; 31 December 2023, no single customer exceeded
10% of the Group's total revenue.
4
SEASONALITY
The Group's business operations were not
materially affected by seasonal factors for the period under
review.
5 COST OF
SALES
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
30 June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Direct costs attributable
to:
|
|
|
|
|
Completed Units
|
-
|
100
|
677
|
6 FOREIGN
EXCHANGE LOSS
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
30 June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Foreign exchange loss
comprises:
|
|
|
|
|
Realised foreign exchange
(loss)/gain
|
(428)
|
204
|
(36)
|
|
Unrealised foreign exchange
loss
|
(3,021)
|
(5,354)
|
(1,940)
|
|
|
(3,449)
|
(5,149)
|
(1,976)
|
7
TAXATION
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
30 June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Current tax credit
|
(65)
|
(196)
|
(209)
|
|
Deferred tax
(credit)/expense
|
|
-
|
-
|
|
Total tax
credit for the period/year
|
(65)
|
(196)
|
(209)
|
7
Taxation (Cont'd)
The numerical reconciliation between the income
tax expense and the product of accounting results multiplied by the
applicable tax rate is computed as follows:
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
30 June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
|
Net loss before taxation
|
(4,651)
|
(6,104)
|
(10,682)
|
|
|
|
|
|
|
Income tax at rate of 24%
|
(1,116)
|
(1,465)
|
(2,564)
|
|
|
|
|
|
|
Add
:
|
|
|
|
|
Tax effect of expenses not deductible in
determining taxable profit
|
3,786
|
1,419
|
1,212
|
|
Current year losses and other tax benefits for
which no deferred tax asset was recognised
|
566
|
618
|
2,569
|
|
Less
:
|
|
|
|
|
Tax effect of income not taxable in determining
taxable profit
|
(3,236)
|
(572)
|
(1,202)
|
|
Over-provision in respect of prior
period/year
|
(65)
|
(196)
|
(224)
|
|
Total tax
credit for the period/year
|
(65)
|
(196)
|
(209)
|
The applicable corporate tax rate in Malaysia
is 24%.
The Company is treated as a tax resident of
Jersey for the purpose of Jersey tax laws and is subject to a tax
rate of 0%.
The Company has been registered as an
International Services Entity so it does not have to charge or pay
local Goods and Services Tax. The cost for this registration
is £300 per annum.
8 LOSS PER
SHARE
Basic and
diluted loss per ordinary share
The calculation of basic and diluted loss per
ordinary share for the period/year ended was based on the loss
attributable to equity holders of the parent and a weighted average
number of ordinary shares outstanding, calculated as
below:
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
30 June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
Loss attributable to equity holders of the
parent (US$'000)
|
(4,507)
|
(5,459)
|
(8,732)
|
|
Weighted average number of shares
|
159,853,496
|
198,691,000
|
198,691,000
|
|
|
|
|
|
|
Loss per
share
|
|
|
|
|
Basic and
diluted (US cents)
|
(2.82)
|
(2.75)
|
(4.39)
|
9 SHORT TERM
LOANS
In February 2024, the Company sought short term
finance for working capital purpose. As a result, it entered
into 3 loan agreements for an aggregate amount of
US$1.0 million, one of which is with a
former Director of Aseana and one of which is with an associate of
a former Director of Aseana all of which are on the same terms.
The loans are interest bearing at 15% per annum, have a term
of up to 12 months and secured by charges over units in the RuMa
Hotel and Residences.
The transactions with the above related parties
are further disclosed in Note 12.
10 LOANS AND
BORROWINGS
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
|
As at
30 June
|
As at
30 June
|
As at
31 December
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Current
|
|
|
|
|
|
Bank loans
|
|
1,377
|
1,507
|
1,471
|
|
|
|
1,377
|
1,507
|
1,471
|
The effective interest rates on the bank loans
and finance lease arrangement for the period is 12% (30 June 2023:
12%; 31 December 2023: 12%) per annum respectively.
Borrowings are denominated in Malaysian
Ringgit.
Bank loans are secured by land held for
property development, work-in-progress, operating assets of the
Group, pledged deposits and some by the corporate guarantee of the
Company.
10 LOANS AND BORROWINGS
(CONT'D)
Reconciliation
of movement of loans and borrowings to cash flows arising from
financing activities:
|
|
As at 1
January
2024
|
Drawdown of
loan
|
Repayment of
loan
|
Foreign exchange
movements
|
As at 30
June
2024
|
|
Unaudited
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Bank loans
|
1,471
|
-
|
(53)
|
(41)
|
1,377
|
|
|
As at 1
January
2023
|
Drawdown of
loan
|
Repayment of
loan
|
Foreign exchange
movements
|
As at 30
June
2023
|
|
Unaudited
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Bank loans
|
1,595
|
-
|
-
|
(88)
|
1,507
|
|
|
As at 1 January
2023
|
Drawdown of
loan
|
Repayment of
loan
|
Foreign exchange
movements
|
As at 31 December
2023
|
|
Audited
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Bank loans
|
1,681
|
-
|
(54)
|
(70)
|
1,471
|
11 MEDIUM TERM
NOTES
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
As at
|
As at
|
As at
|
|
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Outstanding medium term notes
|
28,618
|
28,810
|
29,263
|
|
Less:
|
|
|
|
|
Repayment due within twelve months*
|
(28,618)
|
(28,810)
|
(29,263)
|
|
Repayment due after twelve months
|
-
|
-
|
-
|
* Nil net transaction costs in relation to
medium term notes due within twelve months. (30 June 2023:
Nil; 31 December 2023: Nil)
Reconciliation
of movement of medium term notes to cash flows arising from
financing activities:
|
|
As at 1 January
2024
|
Drawdown of
loan
|
Repayment of
loan
|
Foreign exchange
movements
|
As at 30
June
2024
|
|
Unaudited
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Medium Term Notes
|
29,263
|
157
|
-
|
(803)
|
(28,618)
|
11 MEDIUM
TERM NOTES (CONT'D)
|
|
As at 1 January
2023
|
Drawdown of
loan
|
Repayment of
loan
|
Foreign exchange
movements
|
As at 30
June
2023
|
|
Unaudited
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Medium Term Notes
|
31,264
|
-
|
(611)
|
(1,843)
|
28,810
|
|
|
As at 1 January
2023
|
Drawdown of
loan
|
Repayment of
loan
|
Foreign exchange
movements
|
As at 31 December
2023
|
|
Audited
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
Medium Term Notes
|
31,264
|
-
|
(639)
|
(1,362)
|
29,263
|
Notes issued by Silver Sparrow
Berhad
The medium term notes (the "SSB MTNs" or
"MTNs") were issued by Silver Sparrow Berhad ("SSB"), an indirect
subsidiary of the Company, pursuant to a programme with a tenor of
ten (10) years from the first issue date of the notes. The
MTNs were issued by a subsidiary, to fund two development projects
known as Sandakan Harbour Square and Aloft Kuala Lumpur Sentral
("AKLS") in Malaysia.
Following the completion of the sale of the
AKLS by the Group in 2016, the net adjusted price value for the
sale of AKLS, which included the sale of the entire issued share
capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd. (the "Aloft
Companies") were used to redeem the MTN Series 2 and Series
3. Following the completion of the disposal of AKLS, US$96.25
million (RM394.0 million) of MTN associated with the AKLS (Series
3) and the former Four Points Sheraton Sandakan (Series 2) were
repaid on 19 August 2016. The charge in relation to AKLS was
also discharged following the completion of the
disposal.
The Group completed the "roll-over" for the
remaining MTNs of US$24.43 million which was due on 10 December
2020, 2021.
A repayment of US$8.89 million (RM39.0 million)
was made on 7 April 2022. Subsequently, the remaining MTNs
were further "rolled over" and were repayable on 8 December 2023,
but they remain outstanding.
The MTNs matured on 8 December 2023 however due
to the non-completion of the sale of the Sandakan assets, an event
of default occurred as evidenced by the receipt of a Notice of
Default received from the facility agent. The Group is
engaged in discussion with the bank guarantors for an indulgence to
settle the MTNs. The Group is engaged in discussion with the
bank guarantors to apply the sale proceeds of the Sandakan Assets
for repayment of the MTNs, the Directors are endeavouring to get
the repayment to take place during 2024 with the first payment made
from the purchaser of the assets. Although the MTNs are in
default, the Group has kept current any and all default interest
due.
The weighted average interest rate of the MTN
was 9.89% per annum at the statement of financial position
date. The effective interest rates of the MTN and their
outstanding amounts are as follows:
11 MEDIUM
TERM NOTES (CONT'D)
|
|
Maturity Dates
|
Interest rate % per
annum
|
US$'000
|
|
Series 1 Tranche FG
|
8 December
2023
|
9.65
|
7,416
|
|
Series 1 Tranche BG
|
8 December
2023
|
10.20
|
5,649
|
|
|
|
|
13,065
|
The medium term notes are secured by way
of:
(i) bank
guarantee from two financial institutions in respect of the BG
Tranches;
(ii) financial
guarantee insurance policy from Bank Pembangunan
Malaysia Berhad ("BPMB", formerly Danajamin Nasional
Berhad) in respect to the FG Tranches;
(iii) a first fixed and
floating charge over the present and future assets and properties
of Silver Sparrow Berhad and ICSD Ventures Sdn. Bhd. by way of a
debenture;
(iv) a third party first
legal fixed charge over ICSD Ventures Sdn. Bhd.'s assets and
land;
(v) a corporate
guarantee by the Company;
(vi) letter of undertaking
from the Company to provide financial and other forms of support to
ICSD Ventures Sdn. Bhd. to finance any cost overruns associated
with the development of the Sandakan Harbour Square;
(vii) assignment of all its present
and future rights, interest and benefits under the ICSD Ventures
Sdn. Bhd.'s Put Option Agreements in favour of BPMB, Malayan
Banking Berhad and OCBC Bank (Malaysia) Berhad (collectively as
"the guarantors") where once exercised, the sale and purchase of
HMS and SHA shall take place in accordance with the provision of
the Put Option Agreement; and the proceeds from HMS and SHA will be
utilised to repay the MTNs;
(viii) assignment over the disbursement
account, revenue account, operating account, sale proceed account,
debt service reserve account and sinking fund account of Silver
Sparrow Berhad; revenue account of ICSD Venture Sdn.
Bhd;
(ix) assignment of all ICSD
Ventures Sdn. Bhd's present and future rights, title, interest and
benefits in and under the insurance policies; and
(x) a first legal
charge over all the shares of Silver Sparrow Berhad, ICSD Ventures
Sdn. Bhd. and any dividends, distributions and
entitlements.
Notes issued by Potensi Angkasa Sdn.
Bhd
Potensi Angkasa Sdn Bhd ("PASB"), an indirect
subsidiary incorporated on 25 February 2019, has secured a
commercial paper and/or medium term notes programme of not
exceeding US$19.07 mil (RM90.0 million) ("CP/MTN Programme") to
fund a project known as The RuMa Hotel and Residences. PASB
may, from time to time, issue commercial paper and/or medium term
notes (the "PASB Notes" or "Notes") whereby the nominal value of
outstanding Notes shall not exceed US$19.07 million (RM90.0
million) at any one time.
11 MEDIUM TERM
NOTES (CONT'D)
The details of the drawdown schedule were as
follows:
|
|
Initial
Issue
|
First
Roll-over
|
Second
Roll-over
|
Third
Roll-over
|
Fourth
Roll-over
|
|
|
Tranche
Number
|
Date
|
RM ('000)
|
Tranche
Number
|
Date
|
RM ('000)
|
Tranche
Number
|
Date
|
RM ('000)
|
Tranche
Number
|
Date
|
RM ('000)
|
Tranche
Number
|
Date
|
RM ('000)
|
|
(i)
|
Tranche
1-23
|
10 Jun
2019
|
22,850
|
Tranche
63-83
|
10
Jun 2020
|
20,950
|
Tranche
124-142
|
10
Jun 2021
|
19,050
|
Tranche
203-218
|
14 Feb
2023
|
16,200
|
Tranche
256-271
|
15 Feb
2024
|
16,200
|
|
(ii)
|
Tranche
24-31
|
30
Sep 2019
|
9,600
|
Tranche
84-91
|
30
Sep 2020
|
9,600
|
Tranche
143-147
|
1 Oct
2021
|
4,750
|
Tranche
180-184
|
3 Oct
2022
|
4,750
|
Tranche
232-236
|
3 Apr
2023
|
4,750
|
|
(iii)
|
Tranche
32-49
|
7
Oct 2019
|
17,100
|
Tranche
92-109
|
7
Oct 2020
|
17,100
|
Tranche
148-165
|
8 Oct
2021
|
17,100
|
Tranche
185-202
|
10 Oct
2022
|
17,100
|
Tranche
237-254
|
11 Apr
2023
|
17,100
|
|
(iv)
|
Tranche
50-62
|
25
Feb 2020
|
15,350
|
Tranche
110-122
|
25
Feb 2021
|
15,350
|
Tranche
166-178
|
28 Feb
2022
|
15,350
|
Tranche
219-231
|
1 Mar
2023
|
15,350
|
Tranche
272-283
|
1 Mar
2024
|
15,350
|
|
(v)
|
Tranche
123
|
9
Jun 2021
|
18,100
|
Tranche
179
|
10 Jun
2022
|
20,000
|
Tranche
255
|
12 Jun
2023
|
20,000
|
Tranche
307
|
12 Jun
2024
|
20,000
|
|
|
|
|
|
Fifth
rollover
|
|
|
Tranche
Number
|
Date
|
RM ('000)
|
|
(i)
|
|
|
|
|
(ii)
|
Tranche
284-288
|
3 Apr
2024
|
4,750
|
|
(iii)
|
Tranche
289-306
|
12 Apr
2024
|
17,100
|
|
(iv)
|
|
|
|
|
(v)
|
|
|
|
11 MEDIUM TERM
NOTES (CONT'D)
The weighted average interest rate of the loan
was 10.68% per annum at the statement of financial position
date. The effective interest rates of the medium-term notes
and their outstanding amounts were as follows:
|
|
Maturity Dates
|
Interest rate % per
annum
|
US$'000
|
|
Tranche 256-271
|
17 Feb
2025
|
10.0
|
3,433
|
|
Tranche 272-283
|
3 Mar
2025
|
10.0
|
3,253
|
|
Tranche 284-288
|
3 Apr
2025
|
10.0
|
1,006
|
|
Tranche 289-306
|
14 Apr
2025
|
10.0
|
3,623
|
|
Tranche 307
|
12 Jun
2025
|
12.5
|
4,238
|
|
|
|
|
15,553
|
Security for CP/MTN Programme was provided
by:
(a) A legal charge over
the Designated Accounts by the PASB and/or the Security Party (as
defined below) (as the case may be) and assignment of the rights,
titles, benefits and interests of the PASB and/or the Security
Party (as the case may be) thereto and the credit balances therein
on a pari passu basis among all Notes, subject to the
following:
(b)
(i) In respect of
the 75% of the sale proceeds of a Secured Asset ("Net Sale
Proceeds") arising from the disposal of a Secured Asset, the
Noteholders of the relevant Tranche secured by such Secured Asset
shall have the first ranking security over such Net Sale
Proceeds;
(ii) In respect of the
insurance proceeds from the Secured Assets ("Insurance Proceeds"),
the Noteholders of the relevant Tranche secured by such Secured
Asset shall have the first ranking security over such Insurance
Proceeds;
(iii) In respect of the sale
deposits from the Secured Assets ("Sale Deposits"), the Noteholders
of the relevant Tranche secured by such Secured Asset shall have
the first ranking security over such Sale Deposits;
(iv) In respect of the amount
at least equivalent to an amount payable in respect of any coupon
payment of that particular Tranche for the next six (6) months to
be maintained by the Issuer ("Issuer's DSRA Minimum Required
Balance"), the Noteholders of the relevant Tranche shall have the
first ranking security over such Issuer's DSRA Minimum Required
Balance;
(v) In respect of the
proceeds from the Collection Account ("CA Proceeds"), the
Noteholders of the relevant Tranche shall have the first ranking
security over such CA Proceeds; and
(vi) In respect of any amount
deposited by the Guarantor which are earmarked for the purposes of
an early redemption of a particular Tranche of the Notes and/or
principal payment of a particular Tranche of the Notes ("Deposited
Amount"), the Noteholders of the relevant Tranche shall have the
first ranking security over such Deposited Amount;
(c) An irrevocable and
unconditional guarantee provided by the Urban DNA Sdn Bhd for all
payments due and payable under the CP/MTN Programme ("Guarantee");
and
(d) Any other security
deemed appropriate and mutually agreed between the PASB and the
Principal Adviser/Lead Arranger ("PA/LA"), the latter being Kenanga
Investment Bank Berhad.
Security for each medium term note
was provided by:
Each Tranche shall be secured by assets
("Secured Assets") to be identified prior to the issue date of the
respective Tranche.
Such Secured Assets may be provided by third
party(ies), (which, together with the Guarantor, shall collectively
be referred to as "Security Parties" and each a "Security Party")
and/or by the PASB. Subject always to final identification of
the Secured Asset prior to the issue date of the respective
Tranche, the security for any particular Tranche may include but
not limited to the following:
(a) Legal assignment
and/or charge by the PASB and/or the Security Party (as the case
may be) of the Secured Assets;
(b) An assignment over
all the rights, titles, benefits and interests of the PASB and/or
the Security Party (as the case may be) under all the sale and
purchase agreements executed by end-purchasers and any subsequent
sale and purchase agreement to be executed in the future by
end-purchaser (if any), in relation to the Secured
Assets;
(c) A letter of
undertaking from Aseana Properties Limited to, amongst others,
purchase the Secured Assets ("Letter of Undertaking");
and/or
(d) Any other security
deemed appropriate and mutually agreed between the Issuer and the
PA/LA and/or Lead Manager prior to the issuance of the relevant
Tranche.
The security for each Tranche is referred to as
"Tranche Security".
(i)
12 RELATED PARTY
TRANSACTIONS
Related party transactions refer to
transactions between the Group and its related parties, such as its
substantial shareholders and/or key management personnel(s), who
is/(are) defined as those persons having authority and
responsibility for planning, directing and controlling the
activities of the Group either directly or indirectly. The
key management personnel include all the Directors of the Group,
and certain members of senior management of the Group.
On 26 January 2024, the Group entered into a
conditional settlement agreement with Ireka Corporation Berhad
("ICB") the parent company of its former development manager, for
non-payment of various debts owed to the Group. All
conditions were eventually satisfied. Pursuant to the
Settlement Agreement, 38,837,504 ordinary shares in the Company
held by ICB were transferred to the Company for cancellation.
Following the share cancellation, ICB's shareholding was reduced
from 23.07% to 4.38% and it has since ceased to be a substantial
shareholder of the Company or its Group. For details of the
settlement, please refer to Note 13.
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
30 June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
ICB Group of
Companies
|
|
|
|
|
Accrued interest on shareholders advance
payable by ICB
|
-
|
1,001
|
1,730
|
|
Accrued interest on a contract payment by an
ICB subsidiary
|
-
|
-
|
-
|
|
|
|
|
|
|
Key management
personnel
|
|
|
|
|
Directors' fees
|
111
|
112
|
244
|
|
Consulting fees
|
150
|
150
|
300
|
|
Sums paid to third parties *
|
24
|
-
|
13
|
|
Loan interest
|
98
|
-
|
-
|
|
Drawdown of short term loan
|
650
|
-
|
-
|
* represents
company secretarial fee payable to ICECAP (Secretaries) Limited
("ICECAP"), which was negotiated on an arm's length basis, but was
classified as related party transaction nonetheless due to the
existence of a common director.
12 RELATED PARTY
TRANSACTIONS (CONTINUED)
Transactions between the Group and other
significant related parties are as follows:
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
Six months
|
Six months
|
Year
|
|
|
ended
30 June
|
ended
30 June
|
ended
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Non-controlling
interests
|
|
|
|
|
Advances - non-interest bearing
|
-
|
-
|
(5)
|
The outstanding amounts due from ICB and its
group of companies as at 30 June 2024, 30 June 2023 and 31 December
2023 are as follows:
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
As at
|
As at
|
As at
|
|
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Net amount due from ICB
|
-
|
5,713
|
6,948
|
|
|
|
|
| |
The outstanding amounts due to the other
significant related parties as at 30 June 2024, 30 June 2023 and 31
December 2023 are as follows:
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
As at
|
As at
|
As at
|
|
|
30 June
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2023
|
|
|
|
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
Non-controlling
interests
|
|
|
|
|
Advances - non-interest bearing
|
(1,051)
|
(1,063)
|
(1,080)
|
Transactions between the parent company and its
subsidiaries are eliminated in these consolidated financial
statements.
13 SETTLEMENT AND SHARE
CANCELLATION
The Group filed a claim against ICB on 21
October 2022 in the Malaysian Courts in relation to the Joint
Venture Agreement with respect to the RuMa Hotel &
Residences.
On 26 January 2024, a conditional settlement
was reached between the Group and ICB, whereby:
(a)
ICB would transfer 38,837,504 shares in the Company held by it back
to the Company;
(b)
ICB would also transfer its 30% shareholding in Urban DNA Sdn Bhd
and The RuMa Hotel KL Sdn Bhd to the Group;
(c)
In return, the Company agreed to withdraw its claim against ICB;
and
(d) the
settlement constituted the full and final settlement of all claims
and debts between the parties.
The settlement agreement was conditional upon
both parties obtaining their respective approvals. It was
duly approved by the shareholders of the Company in an
Extraordinary General Meeting held on 27 February 2024 and on 25
March 2024, ICB received the approval for the settlement from the
Winding Up Court in Malaysia. The conditions were thus
satisfied and the settlement agreement had become
binding.
All terms of the settlement were eventually
completed by the end of May 2024.
14 EVENTS AFTER STATEMENT
OF FINANCIAL POSITION DATE
Up to 30 June 2024, the Group entered into Sale
and Purchase Agreements for the sale of 20 RuMa Residences units
(the "Units") for a gross consideration of RM 33.3 million
(approximately US$7.1 million), 12 more Units were subsequently
sold with a gross consideration of RM 19.5 million (approximately
US$4.1 million). These Units were used to secure a principal
debt of RM 29.7 million (approximately US$6.3 million) under the
CP/MTN Programme.
The sale of 16 of the above Units were
subsequently completed after 30 June 2024, representing an
aggregate gross sale price of RM 28.9 million (approximately US$6.1
million) and which was utilized to repay the principal debt of RM
17.3 million (approximately US$3.7 million) as well as other debt
obligations and costs associated with the Units.
In September, the Group made further progress
in the sale of 5 more RuMa Residences units, for gross
consideration of RM 7.7 million and Sale and Purchase Agreements
have been signed on 4 of them as at the date of this report, with
that for the 5th unit expected to be signed
shortly.
15 DIVIDENDS
The Company has not paid or declared any
dividends during the financial period ended 30 June
2024.
16
INTERIM STATEMENT
Copies of this interim statement are available
on the Company's website www.aseanaproperties.com or from the
Company's registered office at Osprey House, Old Street, St Helier,
Jersey JE2 3RG, Channel Islands.
PRINCIPAL RISKS AND UNCERTAINTIES
The Board has overall responsibility for risk
management and internal control. The following have been
identified previously as the areas of principal risk and
uncertainty facing the Company, and they remain relevant in the
second half of the year.
·
Economic
·
Strategic
·
Regulatory
· Law
and regulations
· Tax
regimes
·
Management and control
·
Operational
·
Financial
For greater detail, please refer to page 18 of
the Company's Annual Report for 2023, a copy of which is available
on the Company's website www.aseanaproperties.com.
RESPONSIBILITY STATEMENT
The Directors of the Company confirm that to
the best of their knowledge that:
a) The condensed
consolidated financial statements have been prepared in accordance
with IAS 34 (Interim Financial Reporting);
b) The interim
management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and
uncertainties for the remaining six months of the year);
and
c) The interim
management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related party transactions
and changes therein).
On behalf of the Board
NICHOLAS JOHN
PARIS
Chairman
30 September 2024