TIDMVNLZ
RNS Number : 0331M
Vinaland ZDP Ltd
07 October 2016
VINALAND ZDP LIMITED
ANNUAL FINANCIAL REPORT FOR THE PERIODED 30 JUNE 2016
The full Annual Report and Accounts will shortly be available on
the Investment Manager's website at http://www.vnl-fund.com.
This Report and Accounts should be read in conjunction with the
Report and Accounts of Vinaland Limited ("VNL"), which can shortly
be found on the Investment Manager's website
http://www.vnl-fund.com.
REPORT OF THE DIRECTORS
The Directors present their annual report and audited financial statements
of VinaLand ZDP Ltd. for the year ended 30 June 2016.
Incorporation
VinaLand ZDP Ltd. ("the Company"), a non-cellular company limited
by shares, was incorporated under The Companies (Guernsey) Law, 2008
on 15 November 2013. The Company's registered number is 57528.
Principal Activities
The Company is a wholly owned subsidiary of VinaLand Limited ("the
Parent"), an exempted company incorporated under the laws of the Cayman
Islands with registered number MC-154178, together referred to as
"the Group". The Company was formed specifically for the issuing of
Zero Dividend Preference ("ZDP") Shares. It raised GBP15,000,000 before
expenses on 20 December 2013 by placing 15,000,000 ZDP Shares, which
are listed on the UK Official List and traded on the London Stock
Exchange by way of a standard listing. The Company has no other operations
or activities.
Business review and Company
objective
The objective of the Company is to provide the final capital entitlement
of the ZDP Shares to the holders of the ZDP Shares at the redemption
date of 19 December 2016.
The placing of 15,000,000 ZDP shares at 100p per share raised a net
total of GBP14.67million. The expenses of the placing were borne by
the Company. Pursuant to a loan agreement between the Company and
the Parent, the Company has extended a loan facility of the Net Issue
Proceeds of the placing, less a cash float, to the Parent. The loan
is unsecured and interest accrues at the same rate as the accruing
capital entitlement of the ZDP Shares under the Company's Articles
of Incorporation. The loan plus accrued interest, is repayable on
19 December 2016, ("the Final Repayment Date"). A non-utilisation
fee is receivable on the amount of the loan facility not drawn down
using the formula as set out in clause 4.5.1 of the Articles accruing
from 20 December 2013 until the Final Repayment Date, compounded daily.
A letter of support provided by the Parent has been made whereby the
Parent will undertake to contribute such funds as would ensure that
the Company will have, in aggregate, sufficient assets on 19 December
2016 to satisfy the final capital entitlement of the ZDP Shares of
126p per share, being GBP18,900,000 in total. This assumes that the
Parent and the Company have sufficient assets at 19 December 2016
to repay the ZDP Shares. To this extent, the Company is reliant upon
the investment performance of the Parent and subject to the principal
risks as set out in the Business Review contained in the Annual Report
of the Parent.
To protect the interests of the ZDP Shareholders, the loan agreement
contains a restriction on the Group incurring any such borrowings
(other than short-term indebtedness in the normal course of business,
such as when settling share transactions) except where such borrowings
are for the purpose of paying the final capital entitlement due to
the holders of ZDP Shares.
Risk management, principal risks and
uncertainty
The Board believes that the principal risk and uncertainty faced by
the Company is the credit risk associated with the loan made to the
Parent. The specific risks faced by the Parent are included within
its financial statements. The Directors of the Company are also directors
of the Parent and are therefore in a position to assess the recoverability
of amounts due by the Parent. Disclosure on financial risk management
is shown in the notes to the financial statements in note 11.
Results and dividends
The results for the year are shown in the Statement of Comprehensive
Income below in the financial statements. The Directors have not declared
or paid a dividend during the year.
The Chairman's report on the Group's activities for the year ended
30 June 2016 is contained within the Annual Report of VinaLand Limited.
A copy of the full VinaLand Limited 2016 Annual Report will shortly
be available on the Investment Manager's website, http://www.vnl-fund.com.
Directors
The following have held office during
the year and subsequently:
Nicholas Charles Allen
Charles Nicolas Brooke
Michel Joris Carline
Casselman
Charles John Walter
Issac
Tran Trong (appointed 25 September
Kien 2015)
(resigned 25 September
Daniel McDonald 2015)
All Directors are also directors of the Parent. Biographical details
of the Directors, all of whom are non-executive, can be found in the
Annual Report.
None of the Directors nor any persons connected with them has had
an interest in the Ordinary Shares or the ZDP Shares of the Company
at any time during the year.
There have been no loans or guarantees from the Company to any Director
at any time during the year or thereafter.
No Director receives any remuneration from the Company in their role
as Director as they are also Directors of the Parent and remunerated
by the Parent for all activities in relation to the Group.
Administration
The Company has entered into an agreement for the provision of administration
and company secretarial services ("the Administration Agreement")
dated 6 December 2013, with Jupiter Fund Services Limited ("Jupiter"),
a company regulated by the Guernsey Financial Services Commission
under the Protection of Investors (Bailiwick of Guernsey) Law, 1987.
Jupiter is entitled to increase its fees annually by the Guernsey
Retail Price Index prevailing at the time.
Under the provisions of the Administration Agreement, Jupiter has
delegated its company secretarial services to Jupiter Secretaries
Limited, which has been appointed as Company Secretary.
Investment Manager: VinaCapital Investment Management
Limited ("VinaCapital")
VinaCapital is a member of the VinaCapital Group, a leading investment
management and real estate and development firm in Vietnam, with a
diversified portfolio of approximately USD 1.3 billion in assets under
management as at 30 June 2016. The VinaCapital Group was founded in
2003 and has a team of managing directors who bring extensive international
finance and investment experience to the firm.
For details of the Group's activities, development and performance
during the year to 30 June 2016 investors should refer to the 2016
Annual Report of VinaLand Limited, which can shortly be found on the
Investment Manager's website http://www.vnl-fund.com.
Capital structure
1 Ordinary Share of no par value was issued for GBP1 to the Parent.
15,000,000 ZDP Shares of GBP1 each were issued on 20 December 2013
pursuant to the placing.
Shareholders' funds and market capitalisation
At 30 June 2016, the market capitalisation of the listed debt securities
was GBP18,637,500 (30.06.15: GBP17,418,750) and the net asset value
of the Company was GBP1 (30.06.15: GBP1).
Going concern
The Company has adopted the going concern basis in preparing the financial
statements consistent with the Parent. The Parent has adequate financial
resources to ensure the Company will have in aggregate sufficient
assets to satisfy the accrued capital entitlement and future capital
entitlement of the ZDP shares.
The ZDP Shares will be settled in December 2016. A decision on the
future activities of the Company will be taken following this.
Statement of Corporate Governance
The Company is committed to maintaining high standards of corporate
governance and the Directors are accountable to shareholders for the
governance of the Company's affairs.
There are two specific risks identified by the Company's Board of
Directors namely the risk of default by the Parent and the risk of
inadvertent error in the preparation of the financial statements.
These are addressed below:
a) The Parent is a fund listed on AIM with a NAV in excess of USD342million.
The Parent's Board closely monitors the risk of having insufficient
cash to repay the Company's loan by including it as a risk in its
risk register - which is reviewed each quarter by the Parent's Audit
Committee, and as a standing item in its quarterly board meeting.
The risk is addressed by reviewing the current cash holdings of the
Parent, the forecast net cash inflows for the period up to the Company
debt repayment date, and the monies retained in a specific ZDP reserve
account which will accumulate to the required amount in the period
prior to repayment. The Board of the Company is satisfied that the
loan from the Parent is recoverable.
b) The Company does not have any employees, however it employs the
services of Jupiter, who review the financial statements to satisfy
itself that they are prepared in accordance with International Financial
Reporting Standards and Guernsey law and do not contain material misstatements.
The financial statements are supported by simple spreadsheets that
provide the calculations in accordance with the terms of the ZDP Shares
issued and the loan agreement with the Parent. The calculations also
show the amortisation of contributions receivable from the Parent.
In addition to the work conducted by the aforementioned professional
services firm, the financial statements and calculations are also
reviewed in detail by the VinaCapital finance team who provide a further
level of comfort. The Company also employs Capita Asset Services to
advise the Board on their governance obligations. Finally, as the
financial statements are the responsibility of the Board, the board
members also review the financial statements prior to approval.
In addition to these two specific risks being addressed, the Board
of the Company notes that the Audit Committee of the Parent company
monitors the risk management procedures and oversees the internal
control environment of the group as a whole and the Directors see
no benefit in convening a separate Audit Committee for the Company.
The function of the parent Audit Committee provides extra comfort
to the Board of the Company that the general risk and control environment
of the Company, as a part of the Parent group, is sufficient and adequate.
Independent auditors
The Independent Auditors, PricewaterhouseCoopers CI LLP, have indicated
their willingness to continue in office. A resolution proposing their
re-appointment and authorising the Directors to determine their remuneration
for the ensuing year will be submitted at the Annual General Meeting.
On behalf of the
Directors
Michel Joris Carline Casselman (Chairman)
6 October 2016
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the financial statements
for each financial year which give a true and fair view, in accordance
with applicable Guernsey law and International Financial Reporting
Standards ('IFRS'), of the state of affairs of the Company as at
the end of its financial year and of the profit or loss of the
Company for that year.
In preparing the Company's financial statements
the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable
and prudent;
- state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained
in the financial statements; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors confirm that they have complied with the above requirements
in preparing the financial statements.
The Directors are responsible for keeping proper accounting records
that disclose with reasonable accuracy at any time the financial
position of the Company and to enable them to ensure that the financial
statements have been properly prepared in accordance with The Companies
(Guernsey) Law 2008. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
So far as each of the Directors is aware, there is no relevant
audit information of which the Company's auditors are unaware and
each Director has taken all the steps that a Director ought to
have taken to make himself aware of any relevant audit information
and to establish that the Company's auditors are aware of that
information.
The Directors are also responsible for ensuring that the Annual
Report includes information required by the Listing Rules of the
Financial Conduct Authority and the Disclosure, Guidance and Transparency
Rules ("DTR").
In accordance with DTR 4.1.12R, ,the Directors confirm that, to
the best of their knowledge and belief:
- the financial statements, prepared in accordance with IFRS,
give a true and fair view of the assets, liabilities, financial
position and result of the Company as required by the DTR;
and
- the Report of the Directors includes a fair review of the
development and performance of the business and the position
of the Company, together with a description of the principal
risks and uncertainties that Company faces as required by
the DTR
By order of the
Board
Nicholas Charles Allen (Director)
6 October 2016
INDEPENT AUDITORS' REPORT TO THE MEMBERS OF VINALAND
ZDP LTD.
Report on the Financial Statements
We have audited the accompanying financial statements of VinaLand
ZDP Ltd. ("the Company") which comprise the statement of financial
position as of 30 June 2016 and the statement of comprehensive
income, the statement of changes in equity and the statement of
cash flows for the year then ended and a summary of significant
accounting policies and other explanatory information.
Directors' Responsibility for the Financial Statements
The directors are responsible for the preparation of financial
statements that give a true and fair view in accordance with International
Financial Reporting Standards and with the requirements of Guernsey
law. The directors are also responsible for such internal controls
as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due
to fraud or error.
Auditors' 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 auditors' judgment, 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 controls 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 the directors, 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, the financial statements give a true and fair view
of the financial position of the Company as of 30 June 2016, and
of its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards
and have been properly prepared in accordance with the requirements
of The Companies (Guernsey) Law, 2008.
Report on other Legal and Regulatory Requirements
We read the other information contained in the Annual Report and
consider the implications for our report if we become aware of
any apparent misstatements or material inconsistencies with the
financial statements. The other information comprises the Company
Information, Board of Directors, Report of the Directors, Statement
of Directors' Responsibilities and Notice of Annual General Meeting.
In our opinion the information given in the Report of the Directors
is consistent with the financial statements.
This report, including the opinion, has been prepared for and only
for the Company's members as a body in accordance with Section
262 of The Companies (Guernsey) Law, 2008 and for no other purpose.
We do not, in giving this opinion, accept or assume responsibility
for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
Elizabeth Spruce
For and on behalf of PricewaterhouseCoopers
CI LLP
Chartered Accountants and Recognised Auditor
Guernsey, Channel Islands
6 October 2016
The maintenance and integrity of the website, on which the directors
have chosen to publish the Vinaland ZDP Limited annual report
and audited financial statements, is the responsibility of the
directors; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors
accept no responsibility for any changes that may have occurred
to the financial statements since they were initially presented
on the website.
Legislation in Guernsey governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 JUNE 2016
Year to Year to
Notes 30.06.16 30.06.15
------------------------------------------------------------------------- ------------------------------
Revenue Capital Total Total
GBP GBP GBP GBP
INCOME
2(f)
Loan interest & 4 - 1,274,007 1,274,007 1,176,280
Non-utilisation 2(f)
fee & 4 - 79,784 79,784 73,664
Provision for contribution
from
VinaLand Limited regarding
the
entitlement of the ZDP
shares 5 - 118,708 118,708 99,641
Reimbursement of operating costs
from
VinaLand Limited 5 41,136 - 41,136 60,998
Unrealised foreign exchange
gain 2(d) 52,034 - 52,034 32,293
93,170 1,472,499 1,565,669 1,442,876
EXPENSES 2(g)
Administration
fees 53,392 - 53,392 54,823
Stock exchange annual
listing fees 14,342 - 14,342 12,245
Legal and professional
fees 2,142 - 2,142 -
Annual company
fees 500 - 500 500
Tax exempt fee 2(h) 1,200 - 1,200 600
Bank charges and sundries 169 - 169 373
Audit fee 21,425 - 21,425 24,750
(93,170) - (93,170) (93,291)
Return before finance
costs - 1,472,499 1,472,499 1,349,585
Appropriations in respect
of ZDP shares 7 - (1,472,499) (1,472,499) (1,349,585)
Profit for the
year - - - -
Other comprehensive income - - - -
Total comprehensive income for
the year - - - -
==================== =========================== ====================== ==============================
Return per ZDP
share 3 - 9.82p 9.82p 9.00p
-------------------- --------------------------- ---------------------- ------------------------------
The total column of this statement is the statement of comprehensive
income of the Company, prepared in accordance with International Financial
Reporting Standards ('IFRS').
All items in the above statement derive from
continuing operations.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 JUNE
2016
Year to 30.06.16
-------------------------------------------------------------------------------------------------------------------
Share Share Capital Revenue
capital premium reserve reserve Total
GBP GBP GBP GBP GBP
At 1 JULY 2015 - 1 - - 1
Total comprehensive income
for the year - - - - -
AT 30 JUNE 2016 - 1 - - 1
================ ===================== ================== ================================= ===================
Year to 30.06.15
-------------------------------------------------------------------------------------------------------------------
Share Share Capital Revenue
capital premium reserve reserve Total
GBP GBP GBP GBP GBP
AT 1 JULY 2014 - 1 - - 1
Total comprehensive income
for the year - - - - -
AT 30 JUNE 2015 - 1 - - 1
================ ===================== ================== ================================= ===================
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2016
Notes 30.06.16 30.06.15
GBP GBP GBP
NON-CURRENT ASSETS
Loans and receivables 4 - 16,430,338
CURRENT ASSETS
Loans and receivables 4 17,784,129 -
Debtors and prepayments 5 432,407 277,250
Cash at bank 337,592 373,161
---------------------------
18,554,128 650,411
--------------------------- ------------------------------
CURRENT LIABILITIES
Creditors and accruals 6 (390,313) (389,433)
ZDP shares 7 (18,163,814) -
(18,554,127) (389,433)
--------------------------- ------------------------------
NET CURRENT ASSETS 1 260,978
TOTAL ASSETS LESS CURRENT LIABILITIES 1 16,691,316
NON-CURRENT LIABILITIES
ZDP shares 7 - (16,691,315)
NET ASSETS GBP 1 1
====================== ==============================
Represented by:-
Share capital 8 - -
Share premium 8 1 1
Reserves - -
TOTAL SHAREHOLDERS' FUNDS GBP 1 1
====================== ==============================
The financial statements were approved by the Board of Directors on 6
October 2016 and signed on its behalf by:
................................................ ................................................
Michel Joris Carline Casselman
(Chairman) Nicholas Charles Allen
STATEMENT OF CASH FLOWS
FOR THE YEARED 30 JUNE
2016
Year to Year to
30.06.16 30.06.15
GBP GBP
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the year - -
Provision for contribution from Vinaland
Limited regarding the entitlement of the
ZDP shares (118,708) (99,641)
Exchange gains on cash and cash equivalents (52,034) (32,293)
Appropriations 1,472,499 1,349,585
1,301,757 1,217,651
Net increase in reimbursement of operating
costs from the Parent receivable (41,136) (60,996)
Net decrease/(increase) in sundry debtors
and prepayments 4,687 (1,538)
Net increase/(decrease) in
payables 880 (318)
Net increase in loan receivable (1,353,791) (1,249,944)
NET CASH USED IN OPERATING ACTIVITIES (87,603) (95,145)
--------------------------------- ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES - -
NET CASH GENERATED FROM FINANCING ACTIVITIES - -
--------------------------------- ----------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (87,603) (95,145)
Cash and cash equivalents at beginning
of the year 373,161 436,013
Exchange gains on cash and cash
equivalents 52,034 32,293
Cash and cash equivalents at end
of the year GBP 337,592 373,161
================================= ======================
Cash and cash equivalents is comprised solely of cash at bank and in hand
Certain balances have been reclassified from those presented in
the prior year
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2016
1 BACKGROUND
VinaLand ZDP Ltd. ("the Company"), a non-cellular company limited by shares, was
incorporated under The Companies (Guernsey) Law, 2008 on 15 November 2013. The Company's
registered number is 57528.
The Company is a wholly owned subsidiary of VinaLand Limited ("the Parent"), an exempted
company incorporated under the laws of the Cayman Islands with registered number
MC-154178, together referred to as "the Group". The Company was especially formed
for the issuing of Zero Dividend Preference ("ZDP") Shares. It raised GBP15,000,000
before expenses on 20 December 2013 by placing 15,000,000 ZDP Shares, which are listed
on the UK Official List and traded on the London Stock Exchange by way of a standard
listing. The Company has no other operations or activities.
2 SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in the preparation of the Company's financial
statements are set out below:
(a) Statement of Compliance
The financial statements for the year to 30 June 2016 have been prepared on a going
concern basis in accordance with the International Financial Reporting Standards
("IFRS") as issued by the International Accounting Standards Board.
(b) Basis of preparation
The financial statements are prepared on the historical cost convention.
Standards and amendments to existing standards effective
1 July 2015
There are no standards, interpretations or amendments to existing standards that
are effective for the first time for the financial year beginning 1 July 2015 that
have had a material impact on the Company.
At the date of approval of these financial statements, certain new standards, amendments
and interpretations to existing standards have been published but are not yet effective,
and have not been adopted early by the Company.
Management anticipates that all of the relevant pronouncements will be adopted in
the Company's accounting policies for the first period beginning after the effective
date of the pronouncement. Information on new standards, amendments and interpretations
that are expected to be relevant to the Company's financial statements is provided
below. Certain other new standards and interpretations have been issued but are not
expected to have a material impact on the Company's financial statements.
Standards in issue but not
yet effective:
- Disclosure Initiative (Amendments to IAS 1) (effective for annual
periods beginning on or after 1 January 2016).
- IFRS 9 Financial Instruments Classification and Measurement
(effective 1 January 2018)
- IFRS 15 Financial Instruments, Revenue and Contracts (effective
1 January 2018)
Significant estimates, assumptions and
(c) judgments
The preparation of financial statements in conformity with IFRS requires management
to make judgments, estimates and assumptions that affect the application of policies
and the 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 the circumstances, the results of which
form the basis of making the judgments 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 in the period of
the revision and future periods if the revision affects both current and future periods.
The Company does not make use of estimates and therefore their non usage has not
lead to a heightened degree of uncertainty.
(d) Foreign currency transactions
The financial statements are presented in Pounds Sterling, which is both the presentational
and functional currency. Transactions in currencies other than the Company's functional
currency ("foreign currencies") are translated at the rate of exchange ruling at
the date of the transaction. Monetary assets and liabilities denominated in foreign
currencies are translated into Pounds Sterling at the foreign currency closing exchange
rate ruling at the Statement of Financial Position date. Non-monetary assets and
liabilities denominated in foreign currencies that are measured at fair value are
translated to Pounds Sterling at the foreign currency exchange rate ruling at the
dates that the values were determined. Non-monetary items that are measured in terms
of historical cost in foreign currency are not retranslated. Foreign currency exchange
differences are recognised in the Statement of Comprehensive Income in the period
in which they arise.
(e) Going concern
The financial statements have been prepared on a going concern basis. The Parent
has agreed to support the Company's obligations and has agreed to certain protections
to ensure the parent retains sufficient resources to meet its obligations to the
Company.
A letter of support provided by the Parent has been made whereby the Parent will
undertake to contribute such funds as would ensure that the Company will have in
aggregate sufficient assets on 19 December 2016 to satisfy the final capital entitlement
of the ZDP Shares of 126p per share, being GBP18,900,000 in total. This assumes that
the Parent and the Company have sufficient assets at 19 December 2016 to repay the
ZDP Shares. To this extent, the Company is reliant upon the investment performance
of the Parent and subject to the principal risks as set out in the Business Review
contained in the Annual Report of the Parent.
The ZDP Shares will be settled in December 2016. A decision on the future activities
of the Company will be taken following this.
(f) Specific financial instruments
(i) Cash and cash equivalents
Cash and cash equivalents comprise cash deposits with banks
held at fair value with original maturities of three months
or less.
(ii) Loans and receivables
The Company holds an interest bearing loan due from the Parent.
Interest is receivable on the amount of the loan drawn down
using the formula set out in clause 4.5.1 of the Articles of
Incorporation accruing from the draw down date, until the Final
Repayment Date compounded daily. A non-utilisation fee is receivable
on the amount of the loan facility not drawn down using the
formula as set out in clause 4.5.1 of the Articles accruing
from the 20 December 2013 until the Final Repayment Date, compounded
daily.
All loans and borrowings are initially recognised at cost, net
of issue costs, being the fair value of the consideration received
associated with the borrowings. After initial recognition, loans
and borrowings are subsequently measured at amortised cost using
the effective interest rate method. Amortised cost is calculated
by taking into account any issue costs and any discount or premium
on settlement. Gains and losses are recognised in the statement
of comprehensive income when the liabilities are derecognised
as well as through the amortisation process. Liabilities are
derecognised when they are extinguished - that is, when the
obligation attached to the liability is discharged, is cancelled
or expires.
Impairment of financial
assets
The Company assesses at the end of each reporting period whether
there is objective evidence that a financial asset or group
of financial assets is impaired. A financial asset or a group
of financial assets is impaired and impairment losses are incurred
only if there is objective evidence of impairment as a result
of one or more events that occurred after the initial recognition
of the asset (a 'loss event') and that loss event (or events)
has an impact on the estimated future cash flows of the financial
asset or group of financial assets that can be reliably estimated.
For loans and receivables category, the amount of the loss is
measured as the difference between the asset's carrying amount
and the present value of estimated future cash flows (excluding
future credit losses that have not been incurred) discounted
at the financial asset's original effective interest rate. The
carrying amount of the asset is reduced and the amount of the
loss is recognised in the income statement.
If, in a subsequent period, the amount of the impairment loss
decreases and the decrease can be related objectively to an
event occurring after the impairment was recognised (such as
an improvement in the debtor's credit rating), the reversal
of the previously recognised impairment loss is recognised in
the income statement.
(iii) Trade receivables
Receivables are amounts due arising from activities performed
in the ordinary course of business. If collection is expected
in one year or less (or in the normal operating cycle of the
business if longer), they are classified as current assets.
If not, they are presented as non-current assets. Trade receivables
are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest method, less
provision for impairment.
(iv) Borrowings
Borrowings are recognised initially at fair value, net of transaction
costs incurred. Borrowings are subsequently carried at amortised
cost; any difference between the proceeds (net of transaction
costs) and the redemption value is recognised in the income
statement over the period of the borrowings using the effective
interest method.
Preference shares, which are mandatorily redeemable on a specific
date, are classified as liabilities. The dividends on these
preference shares are recognised in the income statement as
interest expense.
(v) Trade payables
Trade payables are obligations to pay for goods or services
that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are
presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
(g) Income and expense recognition
Income and expenses, unless otherwise stated, are recognised in the Statement of
Comprehensive Income on an accruals basis.
(h) Taxation
The Company is eligible to be exempt from Guernsey Income Tax under the provisions
of The Income tax (Exempt Bodies) (Guernsey) Ordinance 1989. An annual cost of GBP1,200
applies for this exemption.
(i) Operating segments
The Board sets the Company's strategy in accordance with the principal objective
and therefore retains full responsibility for investment policy and strategy. The
Board will always act under the terms of the Prospectus. The Board has considered
the requirements of IFRS 8 'Operating Segments'. The Board is of the opinion that
the Company operates in one reportable industry segment and therefore no segmental
reporting is required.
Offsetting financial
(j) instruments
Financial instruments are offset and the net amount reported in the Statement of
Financial Position only when there is currently a legally enforceable right to offset
the recognised amounts and there is an intention to settle on a net basis, or realise
the asset and settle the liability simultaneously.
(k) Share capital
Ordinary shares are classified as equity. Mandatorily redeemable preference shares
are classified as liabilities (see note 7).
3 RETURN PER ZDP SHARE
The capital return per ZDP Share of 9.82p (30.06.15: 9.00p) is based on appropriations
during the year of GBP1,472,499 and on 15,000,000 ZDP Shares, being the weighted
average number of ZDP Shares in issue during the year. The capital return per ZDP
Share since inception to 30 June 2016 was 21.09p (30.06.15: 11.28p) based on appropriations
(net of listing costs of GBP327,203) of GBP3,491,017 since inception.
4 LOANS AND RECEIVABLES 30.06.16 30.06.15
GBP GBP
Loan receivable from
the Parent 14,557,338 14,557,338
Loan interest receivable 2,595,279 1,321,272
Non-utilisation fee
receivable 631,512 551,728
GBP 17,784,129 GBP 16,430,338
========================================== ======================
As per the Loan Agreement made on 6 December 2013 and amended by an Amendment and
Restatement Agreement dated 13 May 2014, a loan facility of up to GBP15,000,000 is
available to the Parent. On 14 May 2014 a loan of GBP14,557,338 was advanced to the
Parent.
Interest is payable on the amount of the loan drawn down using the formula set out
in clause 4.5.1 of the Articles of Incorporation accruing from the draw down date,
until the Final Repayment Date compounded daily. A non-utilisation fee is payable
on the amount of the loan facility not drawn down using the formula as set out in
clause 4.5.1 of the Articles of Incorporation accruing from the 20 December 2013
until the Final Repayment Date, compounded daily.
The effective interest rate applied to the balances listed above is 8% p.a. The carrying
value is considered a reasonable approximation of fair value.
The Final Repayment Date falls within twelve months of the balance sheet date and
so the Loan has been included within Current Assets in the current year.
5 DEBTORS AND PREPAYMENTS 30.06.16 30.06.15
GBP GBP
Contribution receivable from the Parent
re ZDP Shares 264,226 145,518
Reimbursement of operating costs from
the Parent receivable 167,330 126,194
Sundry debtors and prepayments 851 5,538
GBP 432,407 GBP 277,250
========================================== ======================
Further to a Letter of Support dated 13 May 2014 from the Parent, the contribution
receivable from the Parent regarding the entitlement of the ZDP shares is to cover
the shortfall between the amount of loan interest together with the non-utilisation
fee, and the appropriations in respect of the ZDP Shares, resulting from the amortisation
of the listing costs relating to the ZDP Shares.
The carrying value assigned to the debtors and prepayments is considered a reasonable
approximation of fair value.
6 CREDITORS & ACCRUALS 30.06.16 30.06.15
GBP GBP
Loan from the Parent 364,500 364,500
Audit fee accrual 21,250 21,250
Sundry accruals 4,563 3,683
GBP 390,313 GBP 389,433
====================== =================================
The loan from the Parent to the Company was made on the 22 April 2014.
It is unsecured, interest free and repayable on demand.
7 ZDP SHARES
30.06.16 30.06.15
Issued: GBP GBP
15,000,000 Zero Dividend Preference
(ZDP) Shares at GBP1.00 15,000,000 15,000,000
====================== ======================
On 20 December 2013, 15,000,000 ZDP Shares were issued for 100p each.
The share issue costs were borne by the Company.
The ZDP Shares carry, (i) no right to any dividends; and (ii) no voting
rights save in respect of a resolution to wind up the Company following
the Final Redemption Date or to approve certain specified matters which
would be likely to affect materially the position of the ZDP Shareholders.
In certain circumstances, the Company may be entitled to mandatorily
redeem the ZDP Shares at a date earlier than the Final Repayment Date.
On a winding up and after payment of the Company's liabilities, holders
of ZDP Shares are entitled to a payment of an amount equal to 100p per
share, increased daily from 20 December 2013, at such compound rate
as will give an entitlement to 126.00p for each ZDP Share at 19 December
2016.
Net asset Net assets
value per share attributable
The net asset value per ZDP Share and
the net assets 30.06.16 30.06.16
attributable to the ZDP Shareholders
are as follows: Pence GBP
Initial proceeds 15,000,000
Less: listing
costs (327,203)
Appropriations 3,491,017
ZDP Shares 121.09 GBP 18,163,814
========================================== ======================
The ZDP Shares were issued at a price of 100 pence per share and a total
of GBP15,000,000 was raised. In accordance with IFRSs, the Net Asset
Value is calculated on the Net Issue Proceeds after taking into account
the issue costs of GBP327,203 which are amortised over the life of the
ZDP Shares. The Final Capital Entitlement of 126p per ZDP share due
on 19 December 2016 (the Final Repayment Date), equates to an annual
return of 8% per annum compound (the Gross Redemption Yield) on their
issue price of 100 pence per share.
Based upon the year end price of 124.25p (30.06.15: 116.125p) per ZDP
Share, the fair value of the ZDP shares which are reflected at their
amortised costs within these financial statements is GBP18,637,500 (30.06.15:
GBP17,418,750).
Commitment to contribute to the capital entitlement
of the ZDP shares
The Company has entered into a contribution agreement with the
Parent, pursuant to which the Parent will undertake to contribute
such funds as would ensure that the Company will have in aggregate
sufficient assets on 19 December 2016 to satisfy the final capital
entitlement of the ZDP Shares or, if required by the Company, the
accrued capital entitlement at any time prior to that date. This
assumes that the Parent has sufficient assets less current liabilities
available for repayment of the ZDP Shares of GBP18,900,000.
The ZDP shares are to be redeemed within twelve months of the balance
sheet date and so have been included within Current Liabilities
in the current year.
8 SHARE CAPITAL AND SHARE PREMIUM 30.06.16 30.06.15
GBP GBP
Share capital issued:
1 Ordinary Share of No Par
Value GBP - GBP -
====================== ==============================
Share premium GBP 1 GBP 1
====================== ==============================
The Company was incorporated on 15 November 2013 with 1 Ordinary
Share of No Par Value paid up to GBP1.00, which is held by the
Parent.
Ordinary Shares are entitled to any revenue profits which the Company
may determine to distribute as dividends in respect of any financial
period. It is not expected that any such dividends will be declared.
Holders of Ordinary Shares are entitled to receive notice of, attend
and vote at General Meetings of the Company.
Following payment of the capital entitlement to the ZDP Shareholders,
Ordinary Shareholders are entitled to any surplus assets of the
Company.
9 ULTIMATE PARENT UNDERTAKING
The Company is a wholly owned subsidiary of VinaLand Limited, an
exempted company incorporated under the laws of the Cayman Islands
with registered number MC-154178.
10 RELATED PARTY DISCLOSURES
A loan facility of GBP15,000,000 has been made available to the
Parent, details of which are set out in note 4. As at 30 June 2016,
the loan receivable amounted to GBP14,557,338 (30.06.15: GBP14,557,338),
with related loan interest receivable of GBP2,595,279 (30.06.15:
GBP1,321,272) and non-utilisation fee of GBP631,512 (30.06.15:
GBP551,728).
As stated in note 5, the Parent has agreed to cover the shortfall
between the amount of loan interest together with the non-utilisation
fee, and the appropriations in respect of the ZDP Shares. The amount
of such contribution due from the Parent as at 30 June 2016 is
GBP264,226 (30.06.15: GBP145,518).
The Parent has also agreed to reimburse the Company for operating
costs. As at 30 June 2016, the amount due to the Company from the
Parent is GBP167,330 (30.06.15: GBP126,194) - see note 5.
In 2014 the Parent made an unsecured, interest free, loan to the
Company of GBP364,500. Such loan is repayable on demand.
No Director receives any remuneration from the Company in their
role as Director as they are also Directors of the Parent and remunerated
by the Parent for all activities in relation to the Group.
11 FINANCIAL RISK MANAGEMENT
The Company's principal investment objective is to provide the
ZDP shares with a predetermined final capital entitlement. The
Directors regularly monitor and review all the risks noted below.
General risk
An investment in ZDP shares is suitable only for investors capable
of evaluating the risks and merits of such investment and who have
sufficient resources to bear any loss (including total loss) which
may result from the investment. Although the Parent has entered
into an undertaking to meet the Company's liabilities, essentially
all risks are borne by the holders of ZDP shares. The market offer
price of the ZDP shares at 30 June 2016 was 124.25 pence per share.
Credit risk
The obligations of the Parent to repay the loan, loan interest
and non-utilisation fee and discharge its obligations pursuant
to the undertakings will be subordinated to the claims of the Parent's
other creditors on a winding up. If at the repayment date the Parent
has insufficient assets, then its obligations to repay the loan,
loan interest and non-utilisation fee may be satisfied only in
part or not at all. Accordingly the Company may have insufficient
assets to satisfy the current or final capital entitlement of the
ZDP shares.
The Parent has considerable financial resources and therefore the
Directors are of the opinion that the Company is well placed to
manage its business risks and also that the Parent will have sufficient
resources to continue in operational existence for the foreseeable
future.
The credit risk on cash or cash equivalents is limited because
the counter party is a bank with high credit ratings assigned by
international credit-rating agencies. The Company has appointed
The Royal Bank of Scotland International Limited ("RBSI") to act
as its banker. The Royal Bank of Scotland has a BBB- credit rating
with Standard and Poor's.
Liquidity risk
The Company's exposure to liquidity risk depends upon the Company's
ability to meet all current and future obligations. This risk is
mitigated through the cash balances held by the Company and the
support provisions available through a letter for support from
the Parent. The Parent is a real estate fund that makes direct
investments in residential, retail, hospitality and office sectors
within Vietnam.
As at 30 June 2016, the Parent's unaudited Net Asset Value was
USD342 million (30 June 2015 - USD391 million). At an Extraordinary
General Meeting in November 2012 the shareholders of the Parent
approved a strategy whereby in the three years to November 2015
the Parent would seek to dispose of a substantial portion of its
real estate holdings and return a significant part of the funds
raised to shareholders. At a further Extraordinary General Meeting
in November 2015 the shareholders resolved to extend this strategy
for a further twelve months to November 2016. The Parent, however,
recognises that it must retain sufficient funds to repay the loan
provided by the Company to the Parent and accordingly the Board
of the Parent monitors its cash position closely. As at 30 June
2016 the Parent held cash of USD69.0 million (30 June 2015 - USD5.8
million) which could be used to repay the loan.
Interest rate
risk
Returns from ZDP shares are fixed at the time of purchase, as are
the final redemption proceeds. Consequently, if a share is held
until redemption date, the total return achieved is unaltered from
its purchase date.
Capital risk management
The capital structure of the Company consists of zero dividend
preference shares, as disclosed in note 7, cash and cash equivalents
and equity attributable to the Parent comprising issued capital
and retained earnings. The Company is not subject to any external
capital requirements.
Foreign exchange risk
Foreign exchange risk is the risk that the value of a financial
instrument will fluctuate because of changes in foreign exchange
rates. Foreign exchange risk exposure is solely limited to cash
or cash equivalents held in US Dollars out of which operating costs
in Pounds Sterling are settled.
12 SUBSEQUENT EVENTS
There are no subsequent events that require disclosure in these
financial statements.
NATIONAL STORAGE MECHANISM
A copy of the Annual Report and Financial Statements will be
submitted shortly to the National Storage Mechanism ("NSM") and
will be available for inspection at the NSM, which is situated
at
www.morningstar.co.uk/uk/nsm.
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on this announcement (or
any website) is incorporated into, or forms part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSEALEXEFPKFFF
(END) Dow Jones Newswires
October 07, 2016 10:22 ET (14:22 GMT)
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