TIDMASPL
RNS Number : 0189O
Aseana Properties Limited
27 September 2019
27 September 2019
Aseana Properties Limited
("Aseana", the "Company" or, the "Group")
Half-Year Results for the Six Months Ended 30 June 2019
Aseana Properties Limited (LSE: ASPL), a property developer
investing in Malaysia and Vietnam, listed on the Main Market of the
London Stock Exchange, announces its unaudited half-year results
for the six-month period ended 30 June 2019.
Operational highlights:
-- The RuMa Residences achieved approximately 68% sales based on
sale and purchase agreements signed.
-- The RuMa Hotel achieved an average occupancy rate of
approximately 22% for the period to 30 June 2019 and 24% to date,
based on available rooms.
-- Four Points by Sheraton Sandakan Hotel achieved an average
occupancy rate of approximately 41% for the period to 30 June 2019
and 43% to date.
-- The Harbour Mall Sandakan's occupancy stood at about 83% to date.
-- The City International Hospital has shown improvement in its
operational performance, with outpatient and inpatient volumes
increasing by approximately 18% and 29% respectively as compared to
same period in 2018.
Financial highlights:
-- Revenue of US$5.7 million (H1 2018: US$15.9 million)
-- Loss before tax of US$5.2 million (H1 2018: loss of US$4.1 million)
-- Loss after tax of US$5.8 million (H1 2018: loss of US$4.6 million)
-- Consolidated comprehensive loss of US$5.9 million (H1 2018: loss of US$4.8 million)
-- Net asset value of US$132.3 million (31 December 2018
(audited): US$136.4 million) or US$0.67 per share (31 December 2018
(audited): US$0.69 per share)
-- Realisable net asset value of US$184.6 million (31 December
2018 (unaudited): US$193.1 million) or US$0.93 per share (31
December 2018 (unaudited): US$0.97 per share)
Commenting on the results, Gerald Ong, Chairman of Aseana,
said:
"The H1 2019 results are reflective of the challenging market
conditions in Malaysia. Nonetheless, the Company is working towards
improving the operational performance and narrowing the losses of
its operating assets. It remains focused on realising the remaining
assets in a controlled, orderly and timely manner."
For further information:
Aseana Properties Limited Tel: 00 603 6411 6388
Chan Say Yeong (Chief Executive Email: sy.chan@aseanaproperties.com
Officer)
N+1 Singer Tel: 020 7496 3000
James Maxwell / James Moat (Corporate
Finance)
Sam Greatrex (Sales)
Tavistock Tel: 020 7920 3150
Jeremy Carey / James Verstringhe Email: jeremy.carey@tavistock.co.uk
Notes to Editors:
London-listed Aseana Properties Limited (LSE: ASPL) is a
property developer with investments in Malaysia and Vietnam.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to report on the results of Aseana Properties and
its group of companies for the six months ended 30 June 2019.
The global economy experienced sluggish growth for the first six
months of 2019. Growing trade tension between the US and China as
well as prolonged uncertainty on Brexit continues to be the
dominant factor for global market uncertainty.
Malaysia registered a slower GDP growth of 4.7% in the first
half of 2019 compared to 4.9% in the same period last year.
Although Malaysian economy is expected to remain healthy from the
continuous support of steady domestic demand, challenges persist
due to uncertain external factors. On the Malaysian property front,
the market continued to soften in the first half of 2019 due to
various factors including macroeconomic uncertainties and weak
domestic consumer sentiment. Challenges such as stringent lending
policies, a development approval freeze by the Government on
selected commercial and high-end residential developments, property
oversupply and price unaffordability continue to dampen the
property market. In May 2019, Bank Negara Malaysia reduced the
Overnight Policy Rate by 25-basis points to 3.0% which has managed
to ease borrowing for potential home buyers. Sabah experienced a
slight increase in the number of tourists in the first six months
of 2019 compared to the same period in 2018. Total arrivals to
Sabah for the first six months was 2.02 million, with visitors from
China being the largest group at 0.32 million. However, eastern
Sabah is still affected by adverse travel advisory notices from
countries including Australia, New Zealand, Canada, United States
of America and the United Kingdom.
Despite a softer global economy, Vietnam maintained strong
second quarter GDP growth of 6.7%. On the back of a GDP growth of
7.1% in 2018, Vietnam sustained its economic growth with extensive
market-oriented and outward-looking economic policies. Vietnam has
emerged as one of the fastest growing countries in Asia over the
last decade. Ongoing trade tariffs imposed on China by the United
States will continue to dampen global economic growth. However,
Vietnam will likely benefit from the ongoing trade tensions as
firms are moving manufacturing from China to countries such as
Vietnam, to avoid tariffs.
Results
For the six months ended 30 June 2019, the Group recorded an
unaudited revenue of US$5.7 million (H1 2018: US$15.9 million),
which is mainly attributable to the sale of completed units in SENI
Mont' Kiara. No major asset sales were recorded during the
period.
The Group recorded an unaudited loss before tax for the period
of US$5.2 million (H1 2018: loss of US$4.1 million), mainly due to
operating losses and financing costs of US$1.4 million for City
International Hospital, US$0.6 million for Four Points by Sheraton
Sandakan Hotel and Harbour Mall Sandakan, and US$2.3 million for
The RuMa Hotel.
The Group's unaudited loss after tax stood at US$5.8 million (H1
2018: loss of US$4.6 million). The Group's unaudited consolidated
comprehensive loss for the period of US$5.9 million (H1 2018: loss
of US$4.8 million) included a foreign currency translation loss of
US$0.1 million (H1 2018: loss of US$0.1 million).
The unaudited net asset value for the Group 30 June 2019
decreased to US$132.3 million (31 December 2018 (audited): US$136.4
million) due to losses incurred during the period. This translates
to US$0.666 per voting share (31 December 2018 (audited): US$0.686
per voting share). Meanwhile, the unaudited realisable net asset
value for the Group stood at US$184.6 million at 30 June 2019 (31
December 2018 (unaudited): US$193.1 million). This is equivalent to
US$0.929 per voting share (31 December 2018 (unaudited): US$0.972
per voting share).
Changes to the Board of Directors
During 2019, there were a number of changes to the composition
of the Board of Directors as we sought to position the Group for
the final phase of the disposal of its assets. I would like to
thank Dato Azlan Hashim who had been Chairman since launch, Ferheen
Mahomed who had been a non-executive Director since May 2015 and
Richard Boleat for their wise counsel and advice to ASEANA. I also
welcome our new Directors:
-- Monica Lai who is the Chief Financial Officer of our former
Development Manager based in Kuala Lumpur and connected to Ireka
and Legacy Essence who collectively are the largest shareholder in
ASEANA, and
-- Christopher Lovell who returns to the Board and who was a
corporate lawyer and is based in Jersey and therefore serves a
particularly valuable purpose of linking us with our regulatory
base, and
-- Helen Wong who is an Asian property specialist based in Hong
Kong, will serve as our Divestment Director.
-- Nick Paris who is a representative of LIM Advisors based in
London and whose clients are the second largest shareholders in
ASEANA, resigned from the Board in March and was re-appointed in
early September.
Internalisation of Management
Ireka Development Management Sdn Bhd who served as our
Development Manager from launch resigned from their appointment in
March. They finished their role on 30th June and thereafter day to
day management of the Group was taken over by Mr Chan Say Yeong who
is based in Kuala Lumpur and who joined ASEANA as its Chief
Executive Officer on 3(rd) June.
Property disposals and Realisable Net Asset Value ("RNAV")
In order to dispose of the remaining assets owned by ASEANA, the
revised Board have been re-evaluating their likely disposal values
particularly in the light of increasingly competitive market
conditions for luxury hotels in Kuala Lumpur and continuing
challenging market conditions in Sandakan in East Malaysia. This
work is ongoing and will be reviewed by our external valuers and no
conclusions have been reached at this stage. The Directors will
inform Shareholders of the impact on the RNAV when they conclude
this process. The Board will however continue to publish NAV and
RNAV figures for the fund in the Annual and Semi-Annual accounts,
however believe that it is in shareholder's interests to cease
publishing valuations for individual assets whilst it concentrates
on selling those properties. Each sales process involves extensive
discussion and the handover of a lot of detailed information often
requiring Non-Disclosure Agreements ("NDA's") to be signed, and it
is felt that all information on a property is best delivered under
this process rather than piecemeal from public disclosures by your
Company.
The revised Board has made a lot of progress at improving the
sales and due diligence information available to prospective
purchasers for our properties and has been re-marketing them with
particular priority being placed on those where there is likely to
be the most demand and therefore the fastest possibility of a
completed disposal. A fair number of NDA's have been signed on some
of the assets and there is renewed interest which we are exploring
diligently. It is however too early to reveal the details of these
discussions and the negotiations are ongoing.
Investor Reporting
The Board believes that the quarterly Tracker newsletters t are
no longer an appropriate means of relaying progress to its
shareholders now that our principal focus is to expedite property
sale negotiations and turn them into completed transactions. It has
therefore been decided to discontinue these, however prompt
announcements will be made whenever a significant step in a
property sales process has been made. These updates will be
supplemented by portfolio updates in the Annual and Interim
accounts and the updated corporate presentations that accompany
them.
The next ASEANA Dis-continuation Vote
Shareholders extended the life of the Group for 18 months at an
EGM that was held in April 2018 in order to realise the remaining
assets in the portfolio. A further dis-continuation vote is
therefore required to be held at an EGM in December 2019 and the
Directors will be publishing their recommendations to Shareholders
ahead of that meeting as the disposal process is not likely to be
completed by then.
GERALD ONG
Chairman
27 September 2019
PROPERTY PORTFOLIO AS AT 30 JUNE 2019
Project Type Effective Approximate
Ownership Gross
Floor Approximate
Area Land Area Scheduled
(sq m) (sq m) completion
---------------------------- --------------------- ----------- ------------ ------------ ------------------------
Completed projects
----------------------------------------------------------------------------------------------------------------------
Phase 1: Completed
in April 2011
SENI Mont' Kiara Phase 2: Completed
Kuala Lumpur, Malaysia Luxury condominiums 100.0% 225,000 36,000 in October 2011
---------------------------- --------------------- ----------- ------------ ------------ ------------------------
The RuMa Hotel and Luxury residential
Residences tower and bespoke Completed in September
Kuala Lumpur, Malaysia hotel 70.0% 40,000 4,000 2018
---------------------------- --------------------- ----------- ------------ ------------ ------------------------
Retail lots: Completed
in 2009
Sandakan Harbour Retail mall: Completed
Square Retail lots, in March 2012
Sandakan, Sabah, hotel and retail Hotel: Completed in
Malaysia mall 100.0% 126,000 48,000 May 2012
---------------------------- --------------------- ----------- ------------ ------------ ------------------------
Phase 1: City International
Hospital, International
Healthcare Park,
Ho Chi Minh City, Private general Completed in March
Vietnam hospital 72.4%* 48,000 25,000 2013
---------------------------- --------------------- ----------- ------------ ------------ ------------------------
Land parcels for sale
----------------------------------------------------------------------------------------------------------------------
Other developments
in International
Healthcare Park, Commercial
Ho Chi Minh City, and residential
Vietnam (formerly development
International Hi-Tech with healthcare
Healthcare Park) theme 72.4%* 972,000 351,000 n/a
---------------------------- --------------------- ----------- ------------ ------------ ------------------------
Kota Kinabalu Seafront (i) Boutique 100.0% n/a 327,000 n/a
resort & residences resort hotel
Kota Kinabalu, Sabah, and resort 80.0%
Malaysia villas
(ii) Resort
homes
---------------------------- --------------------- ----------- ------------ ------------ ------------------------
*Shareholding as at 30 June 2019
n/a: Not available/ Not applicable
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
SIX MONTHSED 30 JUNE 2019
Unaudited Unaudited Audited
Six months Six months Year
Notes ended ended ended
30 June 30 June 31 December
2019 2018 2018
Continuing activities US$'000 US$'000 US$'000
------------------------------- ------ ---------------------- ----------------- -------------
Revenue 3 5,653 15,879 33,054
Cost of sales 5 (4,990) (13,476) (24,601)
------------------------------- ------ ---------------------- ----------------- -------------
Gross profit 663 2,403 8,453
Other income 11,045 8,299 19,149
Administrative expenses (290) (479) (1,027)
Foreign exchange gain 6 (67) 104 (1,353)
Management fees (497) (1,036) (1,460)
Marketing expenses (94) (373) (671)
Other operating expenses (12,748) (10,607) (24,095)
------------------------------- ------ ---------------------- ----------------- -------------
Operating loss (1,988) (1,689) (1,004)
---------------------- ----------------- -------------
Finance income 492 362 1,242
Finance costs (3,727) (2,776) (7,034)
---------------------- ----------------- -------------
Net finance costs (3,235) (2,414) (5,792)
Net loss before taxation (5,223) (4,103) (6,796)
Taxation 7 (602) (518) 390
------------------------------- ------ ---------------------- ----------------- -------------
Loss for the period/year (5,825) (4,621) (6,406)
------------------------------- ------ ---------------------- ----------------- -------------
Other comprehensive (loss)/ income, net of tax
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences
for foreign operations (67) (135) (1,082)
Total other comprehensive
loss for the period/year (67) (135) (1,082)
Total comprehensive loss
for the period/year (5,892) (4,756) (7,488)
------------------------------- ------------------------------ ----------------- -------------
Loss attributable to:
Equity holders of the parent (4,055) (3,327) (4,885)
Non-controlling interests (1,770) (1,294) (1,521)
------------------------------- ------------------------------ ----------------- -------------
Total (5,825) (4,621) (6,406)
------------------------------- ------------------------------ ----------------- -------------
Total comprehensive loss
attributable to:
Equity holders of the parent (4,095) (3,373) (6,154)
Non-controlling interests (1,797) (1,383) (1,334)
------------------------------- ------ ---------------------- ----------------- -------------
Total (5,892) (4,756) (7,488)
------------------------------- ------ ---------------------- ----------------- -------------
(Loss)/Earnings per share
Basic and diluted (US cents) 8 (2.04) (1.67) (2.46)
------------------------------- ------ ---------------------- ----------------- -------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
Unaudited Unaudited Audited
------------------------------- ------
As at As at As at
30 June 30 June 31 December
-------------------------------
2019 2018 2018
Notes US$'000 US$'000 US$'000
------------------------------- ------ ---------- ------------ -------------
Non-current assets
Property, plant and equipment 664 615 678
Intangible assets 4,085 4,159 4,148
Deferred tax assets 4,828 5,356 5,186
------------------------------- ------ ---------- ------------ -------------
Total non-current assets 9,577 10,130 10,012
------------------------------- ------ ---------- ------------ -------------
Current assets
Inventories 263,526 259,910 267,160
Trade and other receivables 14,578 12,002 16,991
Prepayments 598 487 635
Current tax assets 143 487 157
Cash and cash equivalents 6,791 9,173 12,573
------------------------------- ------ ---------- ------------ -------------
Total current assets 285,636 282,059 297,516
------------------------------- ------ ---------- ------------ -------------
TOTAL ASSETS 295,213 292,189 307,528
------------------------------- ------ ---------- ------------ -------------
Equity
Share capital 10,601 10,601 10,601
Share premium 208,925 208,925 208,925
Capital redemption reserve 1,899 1,899 1,899
Translation reserve (22,305) (20,920) (22,265)
Accumulated losses (66,841) (61,624) (62,786)
------------------------------- ------ ---------- ------------ -------------
Shareholders' equity 132,279 138,881 136,374
Non-controlling interests (2,734) (2,567) (937)
------------------------------- ------ ---------- ------------ -------------
Total equity 129,545 136,314 135,437
------------------------------- ------ ---------- ------------ -------------
Non-current liabilities
Trade and other payable 38,638 31,406 37,976
Loans and borrowings 9 14,043 40,618 13,188
Total non-current liabilities 52,681 72,024 51,164
------------------------------- ------ ---------- ------------ -------------
Current liabilities
Trade and other payables 28,676 28,172 34,128
Amount due to non-controlling
interests 9,728 13,400 13,194
Loans and borrowings 9 43,701 12,982 48,084
Medium term notes 10 29,506 24,562 23,761
Current tax liabilities 1,376 4,735 1,760
------------------------------- ------ ---------- ------------ -------------
Total current liabilities 112,987 83,851 120,927
------------------------------- ------ ---------- ------------ -------------
Total liabilities 165,668 155,875 172,091
------------------------------- ------ ---------- ------------ -------------
TOTAL EQUITY AND LIABILITIES 295,213 292,189 307,528
------------------------------- ------ ---------- ------------ -------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the PERIOD ended 30 JuNE 2019 - Unaudited
Total Equity
Attributable
to Equity
Redeemable Capital Holders Non-
Ordinary Management Share Redemption Translation Accumulated of the Controlling
Shares Shares Premium Reserve Reserve Losses Parent Interests Total Equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- --------------
1 January 2019 10,601 - 208,925 1,899 (22,265) (62,786) 136,374 (937) 135,437
Loss for the
period - - - - - (4,055) (4,055) (1,770) (5,825)
Total other
comprehensive
loss - - - - (40) - (40) (27) (67)
------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- --------------
Total
comprehensive
loss - - - - (40) (4,055) (4,095) (1,797) (5,892)
Shareholders'
equity
at 30 June
2019 10,601 - 208,925 1,899 (22,305) (66,841) 132,279 (2,734) 129,545
=============== ============ =========== ========= ============ ============= ============= ============= ============= ==============
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the PERIOD ended 30 JuNE 2018 - Unaudited
Total Equity
Attributable
to Equity
Redeemable Capital Holders Non-
Ordinary Management Share Redemption Translation Accumulated of the Controlling
Shares Shares Premium Reserve Reserve Losses Parent Interests Total Equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
----------------- ------------ ------------------- --------- ------------ ------------- ------------- ------------- ------------- ----------------
1 January 2018 10,601 - 208,925 1,899 (20,874) (58,294) 142,257 (1,250) 141,007
Changes in
ownership
interests in
subsidiaries - - - - - (3) (3) 3 -
Non-controlling
interests
contribution - - - - - - - 63 63
------------ ------------------- --------- ------------ ------------- ------------- ------------- ------------- ----------------
Loss for the
period - - - - - (3,327) (3,327) (1,294) (4,621)
Total other
comprehensive
loss - - - - (46) - (46) (89) (135)
------------ ------------------- --------- ------------ ------------- ------------- ------------- ------------- ----------------
Total
comprehensive
loss - - - - (46) (3,327) (3,373) (1,383) (4,756)
Shareholders'
equity
at 30 June 2018 10,601 - 208,925 1,899 (20,920) (61,624) 138,881 (2,567) 136,314
================= ============ =================== ========= ============ ============= ============= ============= ============= ================
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2018 - audited
Total
Equity
Attributable
to Equity
Redeemable Capital Holders Non-
Ordinary Management Share Redemption Translation Accumulated of the Controlling Total
Shares Shares Premium Reserve Reserve Losses Parent Interests Equity
Consolidated US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
----------------- ------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- ------------------------------
Balance at 1
January 2017 10,601 -# 218,926 1,899 (29,142) (58,922) 143,362 (1,148) 142,214
Impact of change
in accounting
policy - - - - (420) 5,500 5,080 2,179 7,259
----------------- ------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- ------------------------------
Adjusted balance
at 1 January
2017 10,601 - 218,926 1,899 (29,562) (53,422) 148,442 1,031 149,473
Share buy back - - (10,001) - - - (10,001) - (10,001)
Changes in
ownership
interests
in subsidiaries - - - - - (539) (539) 539 -
Non-controlling
interests
contribution - - - - - - - 252 252
------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- ------------------------------
Restated loss
for the year - - - - - (3,937) (3,937) (1,596) (5,533)
Restated total
other
comprehensive
income for the
year - - - - 8,566 - 8,566 105 8,671
------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- ------------------------------
Restated total
comprehensive
income for the
year - - - - 8,566 (3,937) 4,629 (1,491) 3,138
----------------- ------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- ------------------------------
Restated balance
at 31 December
2017/ 1 January
2018 10,601 - 208,925 1,899 (20,996) (57,898) 142,531 331 142,862
Changes in
ownership
interests
in subsidiaries - - - - - (3) (3) 3 -
Non-controlling
interests
contribution - - - - - - - 63 63
------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- ------------------------------
Loss for the
year - - - - - (4,885) (4,885) (1,521) (6,406)
Total other
comprehensive
loss for the
year - - - - (1,269) - (1,269) 187 (1,082)
------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- ------------------------------
Total
comprehensive
loss
for the year - - - - (1,269) (4,885) (6,154) (1,334) (7,488)
Shareholders'
equity at
31 December
2018 10,601 -# 208,925 1,899 (22,265) (62,786) 136,374 (937) 135,437
================= ============ =========== ========= ============ ============= ============= ============= ============= ==============================
# represent 2 management shares at US$0.05 each
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHSED 30 JUNE 2019
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
---------------------------------------------------------- --------------- ----------- ----------------------
Cash Flows from Operating Activities
Net loss before taxation (5,223) (4,103) (6,796)
Finance income (492) (362) (1,242)
Finance costs 3,727 2,776 7,034
Unrealised foreign exchange gain (14) (84) 1,382
Write down/Impairment of goodwill 62 42 53
Depreciation of property, plant
and equipment 56 41 92
Operating (loss)/profit before changes
in working capital (1,884) (1,690) 523
Changes in working capital:
Decrease /(Increase) in inventories 3,387 (7,803) (22,243)
Decrease /(Increase) in trade and
other receivables and prepayments 2,453 (1,170) (987)
(Decrease) /Increase in trade and
other payables (4,911) 10,488 20,768
---------------------------------------------------------- --------------- ----------- --------------------
Cash used in operations (955) (175) (1,939)
Interest paid (3,727) (2,776) (7,034)
Tax paid (602) (1,107) (1,955)
---------------------------------------------------------- --------------- ----------- --------------------
Net cash used in operating activities (5,284) (4,058) (10,928)
---------------------------------------------------------- --------------- ----------- --------------------
Cash Flows From Investing Activities
Proceeds from disposal of property,
plant and 6 - -
equipment
Purchase of property, plant and
equipment (50) - (121)
Finance income received 492 362 1,242
---------------------------------------------------------- --------------- ----------- --------------------
Net cash from investing activities 448 362 1,121
---------------------------------------------------------- --------------- ----------- --------------------
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)
SIX MONTHSED 30 JUNE 2019
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
---------------------------------------------------------- --------------- ----------- ----------------------
Cash Flows From Financing Activities
(Repayment)/Advances from non-controlling
interests (3,435) 19 82
Issuance of ordinary shares of subsidiaries
to non-controlling interests (i) - 63 63
Repayment of loans and borrowings (7,338) (15,798) (24,197)
Drawdown of loans and borrowings
and medium term notes 9,820 2,598 20,308
Net (increase)/decrease in pledged
deposits for loans and borrowings
and Medium Term Notes (2,306) 13,700 13,623
Net cash from/(used in) financing
activities (3,259) 582 9,879
---------------------------------------------------------- --------------- ----------- ----------------------
Net changes in cash and cash equivalents
during the period/year (8,095) (3,114) 72
Effect of changes in exchange rates 11 154 497
Cash and cash equivalents at the
beginning of the period/year (i) 9,863 9,294 9,294
---------------------------------------------------------- --------------- ----------- ----------------------
Cash and cash equivalents at the
end of the period/year (i) 1,779 6,334 9,863
---------------------------------------------------------- --------------- ----------- ----------------------
(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:
Cash and bank balances 1,235 2,973 9,372
Short term bank deposits 5,556 6,200 3,201
---------------------------------------------------------- --------------- ----------- ----------------------
6,791 9,173 12,573
Less: Deposits pledged (ii) (5,012) (2,839) (2,710)
---------------------------------------------------------- --------------- ----------- ----------------------
Cash and cash equivalents 1,779 6,334 9,863
---------------------------------------------------------- --------------- ----------- ----------------------
(i) On 30 June 2018 and 31 December 2018, US$63,000 of ordinary
shares of subsidiaries were issued to non-controlling shareholders,
of which was satisfied via cash consideration.
(ii) Included in short term bank deposits and cash and bank
balance is US$5,012,000 (31 December 2018:US$2,710,000; 30 June
2018: US$2,839,000) pledged for loans and borrowings and Medium
Term Notes of the Group.
The notes to the financial statements form an integral part of
the financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX
MONTHSED 30 JUNE 2019
1 General Information
The principal activities of the Group are development of upscale
residential and hospitality projects, sale of development land and
operation and sale of hotels, mall and hospital in Malaysia and
Vietnam.
2 Summary of Significant Accounting Policies
2.1 Basis of Preparation
The interim condensed consolidated financial statements for the
six months ended 30 June 2019 has 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 2018 which has 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 2018 as
described in those annual financial statements.
The interim report and financial statements were approved by the
Board of Directors on 27 September 2019.
3 SegmentAL Information
The Group's assets and business activities are managed by Ireka
Development Management Sdn. Bhd. ("IDM") as the Development Manager
under a management agreement dated 27 March 2007.
Segmental information represents the level at which financial
information is reported to the Executive Management of IDM, being
the chief operating decision maker as defined in IFRS 8. The
Executive Management consists of the Chief Executive Officer, the
Chief Financial Officer, Chief Operating Officer and Chief
Investment Officer of IDM. The management determines the operating
segments based on reports reviewed and used by the Executive
Management for strategic decision making and resource allocation.
For management purposes, the Group is organised into project
units.
On 22 March 2019, the Company announced that IDM, the current
Development Manager of Aseana, had on 21 March 2019, submitted a
notice to terminate its appointment under the Management Agreement.
Unless otherwise agreed, IDM's resignation is subject to a three
months notice period which will enable the orderly transition of
operations currently carried out by IDM to the Company itself or to
third parties. On 19 June 2019, the Company further announced that
the notice period was extended to 30 June 2019.
The Group's reportable operating segments are as follows:
(i) Investment Holding Companies - investing activities;
(ii) Ireka Land Sdn. Bhd. - develops Tiffani ("Tiffani") by i-ZEN;
(iii) ICSD Ventures Sdn. Bhd. - developed, owns and operates
Harbour Mall Sandakan ("HMS") and Four Points by Sheraton Sandakan
Hotel ("FPSS");
(iv) Amatir Resources Sdn. Bhd. - developed SENI Mont' Kiara
("SENI");
(v) The Ruma Hotel KL Sdn Bhd - operates The RuMa Hotel
(vi) Urban DNA Sdn. Bhd.- developed and owns The RuMa Hotel and
Residences ("The Ruma") and
(vii) Hoa Lam-Shangri-La Healthcare Group - master developer of
International Healthcare Park ("IHP"); developed, owns and operates
the City International Hospital ("CIH").
Other non-reportable segments comprise the Group's other
development projects. None of these segments meets any of the
quantitative thresholds for determining reportable segments in 2019
and 2018.
Information regarding the operations of each reportable segment
is included below. The Executive Management 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 Executive Management 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 in
Malaysia and Vietnam.
Operating Segments - ended 30 June 2019- Unaudited
Hoa
Investment Ireka ICSD Amatir The Ruma Urban Lam-Shangri-La
Holding Land Ventures Resources Hotel KL DNA Healthcare
Companies Sdn. Sdn. Sdn. Bhd. Sdn. Sdn. Bhd. Group Total
Bhd. Bhd. Bhd.
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ------------ ---------- ---------- ----------- ---------- ----------- --------------- --------
Segment
(loss)/profit
before
taxation (692) - (636) 1,059 (2,343) (602) (1,736) (4,950)
=============== ============ ========== ========== =========== ========== =========== =============== ========
Included in
the measure
of segment
profit/(loss)
are:
Revenue - - - 6,464 - (811) - 5,653
Revenue from
hotel
operations - - 1,761 - 1,098 - - 2,859
Revenue from
mall
operations - - 931 - - - - 931
Revenue from
hospital
operations - - - - - - 7,022 7,022
Disposal of
intangible
assets - - - (1,154) - - - (1,154)
Impairment of
goodwill - - - (62) - - - (62)
Marketing
expenses - - - (1) - (94) - (94)
Expenses from
hotel
operations - - (2,000) - (3,185) - - (5,185)
Expenses from
mall
operations - - (641) - - - - (641)
Expenses from
hospital
operations - - - - - - (6,475) (6,475)
Depreciation
of property,
plant and
equipment - - - - (19) - (37) (56)
Finance costs - - (770) (266) - (664) (2,027) (3,727)
Finance income - 1 53 422 - 6 10 492
=============== ============ ========== ========== =========== ========== =========== =============== ========
Segment assets 242 583 82,085 9,077 582 96,689 86,934 276,192
=============== ============ ========== ========== =========== ========== =========== =============== ========
Segment
liabilities 270 220 2,420 4,905 918 14,942 64,736 88,411
=============== ============ ========== ========== =========== ========== =========== =============== ========
Reconciliation of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Profit or loss US$'000
------------------------------------ --------
Total loss for reportable segments (4,950)
Other non-reportable segments (273)
Consolidated loss before taxation (5,223)
==================================== ========
Operating Segments - ended 30 June 2018- Unaudited
Hoa
Investment Ireka Land ICSD Amatir Urban Lam-Shangri-La
Holding Sdn. Bhd. Ventures Resources DNA Healthcare
Companies Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Group Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ------------- ------------- -------------- ------------- ------------ --------------- ---------
Segment
(loss)/profit
before
taxation (896) (34) (753) 777 569 (2,327) (2,664)
=============== ============= ============= ============== ============= ============ =============== =========
Included in
the measure of
segment
profit/(loss)
are:
Revenue - - - 4,322 11,557 - 15,879
Revenue from
hotel
operations - - 1,859 - - - 1,859
Revenue from
mall
operations - - 865 - - - 865
Revenue from
hospital
operations - - - - - 5,192 5,192
Disposal of
intangible
assets - - - (775) - - (775)
Impairment of
goodwill - - - (42) - - (42)
Marketing
expenses - - - - (373) - (373)
Expenses from
hotel
operations - - (2,189) - - - (2,189)
Expenses from
mall
operations - - (711) - - - (711)
Expenses from
hospital
operations - - - - - (5,615) (5,615)
Depreciation
of property,
plant and
equipment - - - - - (40) (40)
Finance costs - - (782) - - (1,971) (2,753)
Finance income - 1 51 5 9 296 362
=============== ============= ============= ============== ============= ============ =============== =========
Segment assets 461 803 83,775 9,747 93,006 90,163 277,955
=============== ============= ============= ============== ============= ============ =============== =========
Segment
liabilities 463 213 2,679 1,341 53,118 63,920 121,734
Reconciliation of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Profit or loss US$'000
------------------------------------ --------
Total loss for reportable segments (2,664)
Other non-reportable segments (1,439)
Consolidated loss before taxation (4,103)
==================================== ========
Operating Segments - ended 31 December 2018 - Audited
Hoa Lam
Investment Ireka ICSD Amatir The RuMa Urban Shangri-La
Holding Land Sdn. Ventures Resources Hotel KL DNA Healthcare
Companies Bhd. Sdn. Sdn. Bhd. Sdn. Bhd. Sdn. Bhd. Group Total
Bhd.
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ------------ ----------- ---------- ----------- ----------- ----------- ----------- ----------
Segment
(loss)/profit
before
taxation (2,475) (32) (1,339) 820 (4,199) 6,118 (4,107) (5,214)
=============== ============ =========== ========== =========== =========== =========== =========== ==========
Included in
the measure
of segment
(loss)/profit
are:
Revenue - - - 5,404 - 27,650 - 33,054
Other income
from hotel
operations - - 3,727 - 109 - - 3,836
Other income
from mall
operations - - 1,767 - - - - 1,767
Other income
from hospital
operations - - - - - - 12,695 12,695
Disposal of
intangible
assets - - - (53) - - - (53)
Marketing
expenses - - - - - (671) - (671)
Expenses from
hotel
operations - - (4,169) - (593) - - (4,762)
Expenses from
mall
operations - - (1,395) - - - - (1,395)
Expenses from
hospital
operations - - - - - - (12,989) (12,989)
Depreciation
of property,
plant and
equipment - - - - (14) - (78) (92)
Finance costs - - (1,494) (135) - (156) (5,249) (7,034)
Finance income - 1 80 158 - 18 985 1,242
=============== ============ =========== ========== =========== =========== =========== =========== ==========
Segment assets 275 501 82,219 16,987 737 104,498 88,531 293,748
=============== ============ =========== ========== =========== =========== =========== =========== ==========
Segment
liabilities 450 182 2,400 9,513 659 23,240 64,793 101,237
=============== ============ =========== ========== =========== =========== =========== =========== ==========
Reconciliation of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Profit or loss US$'000
------------------------------------ --------
Total loss for reportable segments (5,214)
Other non-reportable segments (1,582)
Consolidated loss before taxation (6,796)
==================================== ========
30 June 2019 - Addition
Unaudited Segment to
Finance Finance liabilities non-current
US$'000 Revenue Depreciation costs income Segment assets assets
----------------- -------- ------------- -------- -------- ------------------ ------------------ --------------
Total reportable
segment 5,653 (56) (3,485) 492 276,192 88,411 -
Other
non-reportable
segments - - (242) - 19,021 77,257 50
----------------- -------- ------------- -------- -------- ------------------ ------------------ --------------
Consolidated
total 5,653 (56) (3,727) 492 295,213 165,668 50
================= ======== ============= ======== ======== ================== ================== ==============
30 June 2018 - Addition
Unaudited Segment to
Finance Finance liabilities non-current
US$'000 Revenue Depreciation costs income Segment assets assets
----------------- -------- ------------- -------- -------- ------------------ ------------------ --------------
Total reportable
segment 15,879 (40) (2,753) 362 277,955 121,734 -
Other
non-reportable
segments - (1) (23) - 14,234 34,141 -
----------------- -------- ------------- -------- -------- ------------------ ------------------ --------------
Consolidated
total 15,879 (41) (2,776) 362 292,189 155,875 -
================= ======== ============= ======== ======== ================== ================== ==============
31 December 2018 -Audited
Additions
US$'000 Finance Finance Segment Segment to non-current
Revenue Depreciation costs income assets liabilities assets
--------------------------- -------- ------------- -------- -------- --------- ------------- ----------------
Total reportable segment 33,054 (92) (7,034) 1,242 293,748 101,237 -
Other non-reportable
segments - - - - 13,780 70,854 121
--------------------------- -------- ------------- -------- -------- --------- ------------- ----------------
Consolidated total 33,054 (92) (7,034) 1,242 307,528 172,091 121
=========================== ======== ============= ======== ======== ========= ============= ================
Geographical Information - ended 30 June 2019 - Unaudited
Malaysia Vietnam Consolidated
US$'000 US$'000 US$'000
-------------------- --------- -------- -------------
Revenue 5,653 - 5,653
Non-current assets 5,536 4,041 9,577
==================== ========= ======== =============
Geographical Information - ended 30 June 2018 - Unaudited
Malaysia Vietnam Consolidated
US$'000 US$'000 US$'000
-------------------- --------- -------- -------------
Revenue 15,879 - 15,879
Non-current assets 6,000 4,130 10,130
==================== ========= ======== =============
Geographical Information - ended 31 December 2018 - Audited
Malaysia Vietnam Consolidated
US$'000 US$'000 US$'000
-------------------- --------- -------- -------------
Revenue 33,054 - 33,054
Non-current assets 5,925 4,087 10,012
==================== ========= ======== =============
In the financial period/year ended 30 June 2019; 30 June 2018;
31 December 2018, no single customer exceeded 10% of the Group's
total revenue.
4 Seasonality
The Group's business operations are not materially affected by
seasonal factors for the period
under review.
5 Cost of Sales
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
Direct costs attributable to:
Completed Units 3,774 12,659 24,548
Impairment of inventory 62 42 -
Impairment of intangible assets 1,154 775 53
--------------------------------- ----------- ----------- -------------
4,990 13,476 24,601
--------------------------------- ----------- ----------- -------------
6 Foreign exchange (LOSS)/GAIN
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
----------------------------------------- ----------- ----------- -------------
Foreign exchange (loss)/gain
comprises:
Realised foreign exchange gain/(loss) (81) 22 29
Unrealised foreign exchange gain/(loss) 14 82 (1,382)
(67) 104 (1,353)
----------------------------------------- ----------- ----------- -------------
7 Taxation
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
Current tax expense 241 1,624 (147)
Deferred tax credit 361 (1,106) (243)
-------------------------------- ----------- ----------- --------------
Total tax expense/(income) for
the period/year 602 518 (390)
-------------------------------- ----------- ----------- --------------
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 ended Ended
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
Net loss before taxation (5,223) (4,103) (6,796)
--------------------------------------- ----------- ----------- -------------
Income tax (1,253) (985) (1,631)
Add :
Tax effect of expenses not deductible
in determining taxable profit 1,223 1,295 4,137
Current year losses and other tax
benefits for which no deferred
tax asset was recognised 1,899 2,027 1,927
Tax effect of different tax rates
in subsidiaries 370 221 948
Less :
Tax effect of income not taxable
in determining taxable profit (949) (2,121) (3,348)
(Under)/Over provision in respect
of prior period/year (688) 81 (2,423)
--------------------------------------- ----------- ----------- -------------
Total tax expense for the period/year 602 518 (390)
--------------------------------------- ----------- ----------- -------------
The applicable corporate tax rate in Malaysia is 24%.
The applicable corporate tax rates in Singapore and Vietnam are
17% and 20% respectively.
A subsidiary of the Group, CIH is granted preferential corporate
tax rate of 10% for the results of the hospital operations. The
preferential income tax is given by the government of Vietnam due
to the subsidiary's involvement in the healthcare industry.
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 is also 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 GBP200 per annum.
The Directors intend to conduct the Group's affairs such that
the central management and control is not exercised in the United
Kingdom and so that neither the Company nor any of its subsidiaries
carries on any trade in the United Kingdom. The Company and its
subsidiaries will thus not be residents in the United Kingdom for
taxation purposes. On this basis, they will not be liable for
United Kingdom taxation on their income and gains other than income
derived from a United Kingdom source.
8 (LOSS)/EARNINGS Per Share
Basic and diluted (loss)/earnings per ordinary share
The calculation of basic and diluted (loss)/earnings per
ordinary share for the period/year ended was based on the
(loss)/profit 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 ended ended
30 June 30 June 31 December
2019 2018 2018
(Loss)/earnings attributable
to equity holders of the parent
(US$'000) (4,055) (3,327) (4,885)
Weighted average number of shares 198,691,000 198,691,000 198,691,000
(Loss)/earnings per share
Basic and diluted (US cents) (2.04) (1.67) (2.46)
----------------------------------- ------------------- ------------------- -------------------
9 Loans and Borrowings
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
--------------------------- ---------- ---------- -------------------
Non-current
Bank loans 14,043 40,618 13,188
14,043 40,618 13,188
--------------------------- ---------- ---------- -------------------
Current
Bank loans 43,701 12,982 48,084
Finance lease liabilities - - -
--------------------------- ---------- ---------- -------------------
43,701 12,982 48,084
--------------------------- ---------- ---------- -------------------
57,744 53,600 61,272
--------------------------- ---------- ---------- -------------------
The effective interest rates on the bank loans and finance lease
arrangement for the period ranged from 5.25% to 12.50% (30 June
2018: 5.00% to 12.50%; 31 December 2018: 5.55% to 11.30%) per annum
and 2.50% (30 June 2018: 2.50%; 31 December 2018: 2.50%) per annum
respectively.
Borrowings are denominated in Malaysian Ringgit, United States
Dollars and Vietnamese Dong.
Bank loans are repayable by monthly, quarterly or semi-annually
instalments.
Bank loans are secured by land held for property development,
work-in-progress, operating assets of the Group, pledged deposits
and some by the corporate guarantee of the Company.
Reconciliation of movement of loans and borrowings to cash flows
arising from financing activities:
As at Foreign
1 January Drawdown Repayment exchange As at 30
2019 of loan of loan movements June 2019
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
--------------------------- ----------- --------- ---------- ----------- -----------
Bank loans 61,272 4,293 (7,338) (483) 57,744
Finance lease liabilities - - - - -
----------- --------- ---------- ----------- -----------
Total 61,272 4,293 (7,338) (483) 57,744
=========== ========= ========== =========== ===========
As at Foreign
1 January Drawdown Repayment exchange As at 30
2018 of loan of loan movements June 2018
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
--------------------------- ----------- --------- ---------- ----------- -----------
Bank loans 67,454 2,598 (15,798) (654) 53,600
Finance lease liabilities - - - - -
----------- --------- ---------- ----------- -----------
Total 67,454 2,598 (15,798) (654) 53,600
=========== ========= ========== =========== ===========
As at Foreign As at
1 January Drawdown Repayment exchange 31 December
2018 of loan of loan movements 2018
Audited US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ----------- --------- ---------- ----------- -------------
Bank loans 67,454 20,308 (24,197) (2,293) 61,272
Finance lease
liabilities - - - - -
----------- --------- ---------- ----------- -------------
Total 67,454 20,308 (24,197) (2,293) 61,272
=========== ========= ========== =========== =============
10 Medium Term Notes
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
------------------------------- ---------- ---------- ------------
Outstanding medium term notes 29,717 24,770 24,180
Net transaction costs (211) (208) (419)
Less:
Repayment due within twelve
months* (29,506) (24,562) (23,761)
------------------------------- ---------- ---------- ------------
Repayment due after twelve - - -
months
------------------------------- ---------- ---------- ------------
Reconciliation of movement of medium term notes to cash flows
arising from financing activities:
As at Foreign
1 January Drawdown Repayment exchange As at 30
2019 of loan of loan movements June 2019
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
--------------------- ----------- --------- ---------- ----------- -----------
Medium Term Notes 23,761 5,527 - 218 29,506
----------- --------- ---------- ----------- -----------
As at Foreign
1 January Drawdown Repayment exchange As at 30
2018 of loan of loan movements June 2018
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
--------------------- ----------- --------- ---------- ----------- -----------
Medium Term Notes 24,324 - - 238 24,562
----------- --------- ---------- ----------- -----------
As at Foreign As at 31
1 January Drawdown Repayment exchange December
2018 of loan of loan movements 2018
US$'000 US$'000 US$'000 US$'000 US$'000
--------------------- ----------- --------- ---------- ----------- ----------
Medium Term Notes 24,324 - - (563) 23,761
=========== ========= ========== =========== ==========
* Includes net transaction costs in relation to medium term
notes due within twelve months of US$0.21 million. (30 June 2018:
US$0.21million; 31 December 2018: US$0.42 million)
The tenure of the medium term notes programme is ten(10) years
which expires on 7 December 2021. SSB has secured a "roll-over" of
the remaining medium term notes of US$24.19mil (RM100 million) on
10 December 2018 which is due on 10 December 2019.
The medium term notes are rated AAA.
No repayments were made in the current financial period.
The weighted average interest rate of the medium term notes was
6.00% per annum at the statement of financial position date. The
effective interest rates of the medium term notes and their
outstanding amounts are as follows:
Interest rate
Maturity Dates % per annum US$'000
---------------------- ------------------ -------------- -----------
Series 1 Tranche FGI 10 December 2019 6.00 10,402
Series 1 Tranche BG 10 December 2019 6.00 13,788
24,190
----------------------------------------- -------------- -----------
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 Danajamin
Nasional Berhad ("Danajamin") 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 Aseana Properties Limited;
(vi) letter of undertaking from Aseana Properties Limited 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 Danajamin, Malayan Banking Berhad and OCBC
Bank (Malaysia) Berhad (collectively as "the guarantors") where
once exercised, the sale and purchase of HMS and FPSS shall take
place in accordance with the provision of the Put Option Agreement;
and the
proceeds from HMS and FPSS 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. and escrow account of
Ireka Land 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.
Potensi Angkasa Sdn Bhd ("PASB"), a subsidiary incorporated on
25 February 2019, has secured a commercial paper and/or medium term
notes programme of not exceeding 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 ("Notes") whereby the nominal value of
outstanding Notes shall not exceed RM90.0 million at any one time.
US$5.527mil (RM22.9 million) was issued on 10 June 2019. The
weighted interest rate of the loan was 6.0% per annum at the
statement of financial position date. The effective interest rates
of the medium term notes and their outstanding amounts were as
follows:
Interest rate
Maturity Dates % per annum US$'000
--------------- ------------------ -------------- ----------
Tranche 1 10 June 2020 6.0 472
Tranche 2- 23 10 June 2020 6.0 5,055
5,527
---------------------------------- -------------- ----------
Security for CP/MTN Programme
(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:
(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;
(b) 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
(c) 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:
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".
11 Related Party Transactions
Transactions between the Group with Ireka Corporation Berhad
("ICB") and its group of companies are classified as related party
transactions based on ICB's 23.07% shareholding in the Company.
Related parties also include key management personnel 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.
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
-------------------------------------- ----------- ----------- -------------------
ICB Group of Companies
Accounting and financial reporting
services fee charged by an ICB
subsidiary 25 25 50
Advance payment from the contractors
of an ICB subsidiary - (860) -
Hosting and IT support services
charged by an ICB subsidiary 29 32 76
Management fees charged by an
ICB subsidiary 497 1,036 1,460
Marketing commission charged
by an ICB subsidiary 22 33 106
Project staff costs reimbursed
to an ICB subsidiary 248 155 288
Rental expenses charge by an
ICB subsidiary 11 11 24
Rental expenses paid on behalf
of ICB 253 389 529
Secretarial and administrative
services fee charged by an ICB
subsidiary 25 25 50
Key management personnel
Remuneration of key management
personnel - Directors' fees 48 101 145
Remuneration of key management
personnel - Salaries 47 47 94
-------------------------------------- ----------- ----------- -------------------
The above transactions have been entered into in the normal
course of business and have been established on terms and
conditions that are not materially different from those obtainable
in transactions with unrelated parties.
Transactions between the Group and other significant related
parties are as follows:
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
--------------------------------- ----------- ----------- -------------
Non-controlling interests
Advances - non-interest bearing (3,435) 19 82
--------------------------------- ----------- ----------- -------------
The outstanding amounts due from/ (to) ICB and its group of
companies as at 30 June 2019, 30 June 2018 and 31 December 2018 are
as follows:
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2019 2018 2018
Note US$'000 US$'000 US$'000
----------------------------------- -------- ---------- ---------- -------------
Amount due from an ICB subsidiary
for advance payment to its
contractors (i) - 3,164 2,427
Amount due from/(to) an ICB
subsidiary for construction
progress charged (i) 1,696 3,414 (1,508)
Amount due from an ICB subsidiary
for acquisition of SENI Mont'
Kiara units (i) 1,912 1,957 1,910
Amount due to an ICB subsidiary
for hosting and IT support
services charged (i) (23) (13) (17)
Amount due to an ICB subsidiary
for management fees (i) (175) (275) (239)
Amount due to an ICB subsidiary
for marketing commissions (i) - (5) (17)
Amount due to ICB subsidiary
for reimbursement of project
staff costs (ii) (39) (42) (40)
Amount due to an ICB subsidiary
for rental expenses (ii) (10) (18) (20)
Amount due from ICB for rental
expenses paid on behalf (ii) 185 429 126
----------------------------------- -------- ---------- ---------- -------------
(i) These amounts are trade in nature and subject to normal
trade terms.
(ii) These amounts are non-trade in nature and are unsecured,
interest-free and repayable on demand.
The outstanding amounts due from/ (to) the other significant
related parties as at 30 June 2019, 30 June 2018 and 31 December
2018 are as follows:
Unaudited UnauditedAs Audited
As at at As at
30 June 30 June 31 December
2019 2018 2018
US$'000 US$'000 US$'000
--------------------------------- ---------- ------------ -------------
Non-controlling interests
Advances - non-interest bearing (9,728) (13,413) (13,194)
--------------------------------- ---------- ------------ -------------
Transactions between the parent company and its subsidiaries are
eliminated in these consolidated financial statements.
12 Dividends
The Company has not paid or declared any dividends during the
financial period ended 30 June 2019.
13 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 12 Castle Street, St. Helier, Jersey, JE2 3RT, 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
-- Going concern
For greater detail, please refer to page 16 of the Company's
Annual Report for 2018, 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
Gerald Ong Chong Keng
Director
27 September 2019
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR UBRVRKKAKUAR
(END) Dow Jones Newswires
September 27, 2019 11:14 ET (15:14 GMT)
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