TIDMASPL
RNS Number : 8731Z
Aseana Properties Limited
23 September 2020
23 September 2020
Aseana Properties Limited
("Aseana", the "Company" or, the "Group")
Half-Year Results for the Six Months Ended 30 June 2020
Aseana Properties Limited (LSE: ASPL), a property developer with
investments 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 2020.
Operational highlights:
-- The RuMa Residences achieved approximately 70% sales to date
based on sale and purchase agreements signed.
-- Prior to the Movement Control Order ("MCO") issued on 18(th)
March 2020 in Malaysia, The RuMa Hotel achieved an average
occupancy rate of approximately 55% in January and about 40% in
February. The hotel was closed in March 2020 and is targeted to
re-open in October 2020.
-- As reported in our Annual Report issued 24(th) July, 2020,
Four Points by Sheraton Sandakan Hotel was closed in early 2020 due
to the MCO in Malaysia and the decision to permanently close was
taken when Marriott International terminated its hotel management
agreement.
-- The Harbour Mall Sandakan has slowly re-opened after the
gradual lifting of the MCO, its performance has exceeded
expectations with occupancy rates at about 94%, however the mall
operator has had to rebate rental lease payments to tenants for the
duration of the MCO when the mall was mostly closed.
-- The City International Hospital ("CIH") has shown a decline
in its operational performance due to the impact of the COVID
virus, with outpatient and inpatient volumes decreasing by
approximately 12% and 26% respectively compared to the same period
in 2019. Additionally, in late July CIH had a patient who tested
positive for the COVID virus which led to a temporary closure of
the hospital until the Ministry of Health issued a "clean bill of
health". Unfortunately, this temporary closure will exacerbate the
already negatively impacted financial performance. The hospital
reopened on 11(th) August, 2020.
Financial highlights:
-- Other Income of US$8.6 million (H1 2019: US$11.0 million)
-- Loss before tax of US$8.2 million (H1 2019: loss of US$5.2 million)
-- Loss after tax of US$8.3 million (H1 2019: loss of US$5.8 million)
-- Consolidated comprehensive loss of US$11.1 million (H1 2019: loss of US$5.9 million)
-- Net asset value of US$100.3 million (31 December 2019
(audited): US$109.6 million) or US$0.50 per share (31 December 2019
(audited): US$0.55 per share)
Commenting on the results, Nick Paris, Chairman of Aseana,
said:
"The H1 2020 results are reflective of the challenging market
conditions in Malaysia and Vietnam resulting from the negative
impact of COVID 19 and the actions taken by the respective
governments to contain the spread of the virus. Nonetheless, the
Company is focused on improving the operational performance and
narrowing the losses of its operating assets to improve the sale
prospects of the remaining assets and to realise the sale of those
assets in a controlled, orderly and timely manner".
For further information:
Aseana Properties Limited Tel: 020 3325 7050
Nick Paris (Chairman) Email: nick.paris@limadvisors
.com
Liberum Capital Tel: 020 3100 2000
Gillian Martin/Owen Matthews owen.matthews@liberum.com
Notes to Editors:
London-listed Aseana Properties Limited (LSE: ASPL) is a
property developer with investments in Malaysia and Vietnam which
is in the process of realising its assets.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to report on the results of Aseana Properties
Limited and its Group of companies for the six months ended 30 June
2020.
The global economy experienced a significant growth shock during
the first six months of 2020 triggered by the spread of the COVID
virus around Asia and the measures put in place to control it.
These severely curtailed the movement of people between and within
countries which then impacted the hospitality and services
businesses on which Aseana concentrates. Malaysia registered a GDP
growth of 0.7% in Q1 2020 but a GDP decrease of 17.1% in Q2 2020
compared to growth of 4.7% for the six months period last year (1H
2019). Vietnam experienced two quarters of weak growth and overall
1H 2020 growth of 1.81% compared to growth of 6.7% in the same
period last year.
Interim Results for the Half Year ended 30(th) June 2020
Our interim results in this period reflect the significant
impact of the COVID virus on our businesses particularly after the
governments of both Malaysia and Vietnam introduced movement
controls on their citizens and on foreign visitors in March. As a
result our two hotels had to shut, our shopping mall had to close
for all but essential shopping and our hospital in Ho Chi Minh saw
a reduction in elective surgeries and overall patient admissions.
Our revenue on all of our assets was severely reduced and despite
significant cost cutting initiatives which were undertaken by the
Board, operating losses and increased cash outflows were
inevitable. As a result the consolidated loss for Aseana for the
half year increased to US$11.1 million (1H 2019 - US$5.9
million).
The movement controls also severely hampered our asset sale
activities as prospective buyers were unable to carry out their on
the ground due diligence. Nevertheless, we did sell two of our
three plots of undeveloped beachfront land in Kota Kinabalu in July
for a price representing 90% of their carrying value and completion
of those sales is still expected in October. We are working hard to
restart sale discussions on our other assets but as yet the
movement controls have still not been relaxed sufficiently to
permit prospective foreigner buyers to enter either Malaysia or
Vietnam.
The Board undertakes annual revaluations of the Group's
properties and this was last done in connection with the Annual
Report for the year ended 31(st) December 2019. The next full
valuation will be carried out at this financial year end and your
Directors have not made any impairments to the carrying value of
the assets in these Interim results as they believe that it is not
yet possible to gauge the impact of the virus on their long term
business models or the appetite of potential investors for our
remaining assets. Nevertheless, the loss which we are reporting for
the six months ended 30(th) June 2020 has reduced our Net Asset
Value per Share from US$0.55 to US$0.50.
An update on our Assets
The RuMa Hotel has not yet been re-opened although preparations
have been made to do so. However, an important component of its
target market comprises foreign tourists and business people and
they are still not permitted to enter Malaysia.
Local movement controls have recently been reduced within
Malaysia and we have therefore fully re-opened our shopping mall in
Sandakan and occupancy of it has been re-built to previous levels.
Our hotel in Sandakan remains shut following the resignation of
Marriott International as its operator and running costs have been
cut to the minimum required to maintain the condition and security
of the building. We now intend to re-market the hotel as a
standalone entity which can be more easily absorbed by another
hotel group without the need to remove an incumbent manager.
Our hospital in Ho Chi Minh remains open but recent virus
outbreaks starting in central and southern Vietnam have made the
local population wary of attending medical facilities. It will
therefore take time to re-build business levels.
The Demerger Proposal
As Shareholders will know, we are proposing a demerger of the
interests of Ireka and Legacy Essence and other related parties
from those of Aseana and I thank our Shareholders for their support
at our own EGM which was held on 18 August. We now await approval
from the shareholders of Ireka and from our bankers and we hope to
complete the demerger in October. Once the demerger completes,
Aseana will divest two assets being The RuMa Hotel & Residences
and the remaining plot of undeveloped land in Kota Kinabalu and
will have four assets remaining. The Aseana shares owned by the
demerging Shareholders will be bought back from them in exchange
for demerging the nominated assets to a new investment vehicle and
those Shares will then be cancelled by the Company. As a result,
the number of Aseana Shares will be reduced by approximately half
and our market capitalisation on the London Stock Exchange will
fall by the same percentage.
Our Business Focus and Property Divestments
Our current business focus for the Group is on reducing our
costs to preserve our cash balances and on improving the
operational performances of our remaining assets. The sale of the
land plots in July and completion of the demerger transaction
should bring in some modest cash inflows and we will use these to
finance the operations of the remaining assets whilst we seek to
sell them.
The impact of the COVID virus stopped all active sale
discussions on our assets in March and the ongoing effect on
operating revenues and costs at our assets is difficult at this
stage for prospective buyers to quantify. However, we have already
restarted sale discussions on some of those assets in order to seek
to realise them in a controlled, orderly and timely manner and to
return surplus sale proceeds after repaying their attributable
borrowings to our remaining Shareholders.
Acknowledgements
I would like to take this opportunity to thank my colleagues on
the Board and throughout our Group and our external advisors,
bankers and service providers for their tireless efforts on behalf
of the Group and its Shareholders. This has been a very challenging
period in the corporate life of Aseana and the proposed demerger
transaction will mark a major watershed point. Assuming that it
completes, our Group will undergo a significant transformation for
the better - leaner but with significantly improved cash-flows and
we can concentrate on the task of selling our remaining assets.
NICK PARIS
Chairman
23 September 2020
PROPERTY PORTFOLIO AS AT 30 JUNE 2020
Project Type Effective Approximate
Ownership Gross
Floor Approximate
Area Land Area
(sq m) (sq m)
-------------------------- -------------------- ----------- ------------ ------------
The RuMa Hotel & Luxury residential
Residences tower and bespoke
Kuala Lumpur, Malaysia hotel 70.0% 40,000 4,000
-------------------------- -------------------- ----------- ------------ ------------
Sandakan Harbour
Square
Sandakan, Sabah, Hotel and
Malaysia retail mall 100.0% 126,000 48,000
-------------------------- -------------------- ----------- ------------ ------------
City International
Hospital, International
Healthcare Park,
Ho Chi Minh City, Private general
Vietnam hospital 72.9%* 48,000 25,000
-------------------------- -------------------- ----------- ------------ ------------
Undeveloped projects
-------------------------- -------------------- ----------- ------------ ------------
Other developments
in International
Healthcare Park, Commercial
Ho Chi Minh City, and residential
Vietnam (formerly development
International Hi-Tech with healthcare
Healthcare Park) theme 72.9%* 972,000 351,000
-------------------------- -------------------- ----------- ------------ ------------
(i) Boutique
resort hotel
Kota Kinabalu Seafront and resort
resort & residences villas 100.0%
Kota Kinabalu, Sabah, (ii) Resort
Malaysia homes 80.0% n/a 327,000
-------------------------- -------------------- ----------- ------------ ------------
*Shareholding as at 30 June 2020
n/a: Not available/ Not applicable
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2020
Unaudited Unaudited Audited
Six months Six months Year
Notes ended ended ended
30 June 30 June 31 December
2020 2019 2019
Continuing activities US$'000 US$'000 US$'000
------------------------------- ------ --------------------- -------------- -------------
Revenue 3 - 5,653 9,725
Cost of sales 5 (3) (4,990) (29,799)
------------------------------- ------ --------------------- -------------- -------------
Gross profit/(loss) (3) 663 (20,074)
Other income 8,581 11,045 26,989
Administrative expenses (637) (290) (1,122)
Foreign exchange gain 6 (1,023) (67) 287
Management fees - (497) (1,157)
Marketing expenses (11) (94) (171)
Other operating expenses (11,647) (12,748) (29,688)
------------------------------- ------ --------------------- -------------- -------------
Operating loss (4,740) (1,988) (24,936)
--------------------- -------------- -------------
Finance income 882 492 5,793
Finance costs (4,426) (3,727) (9,514)
--------------------- -------------- -------------
Net finance costs (3,544) (3,235) ( 3,721 )
Net loss before taxation (8,284) (5,223) (28,657)
Taxation 7 (4) (602) (1,349)
------------------------------- ------ --------------------- -------------- -------------
Loss for the period/year (8,288) (5,825) (30,006)
------------------------------- ------ --------------------- -------------- -------------
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 (2,873) (67) (615)
Total other comprehensive
loss for the period/year (2,873) (67) (615)
Total comprehensive loss
for the period/year (11,161) (5,892) (29,391)
------------------------------- ----------------------------- -------------- -------------
Loss attributable to:
Equity holders of the parent (6,485) (4,055) (27,106)
Non-controlling interests (1,803) (1,770) (2,900)
------------------------------- ----------------------------- -------------- -------------
Total (8,288) (5,825) (30,006)
------------------------------- ----------------------------- -------------- -------------
Total comprehensive loss
attributable to:
Equity holders of the parent (9,345) (4,095) (26,485)
Non-controlling interests (1,816) (1,797) (2,906)
------------------------------- ------ --------------------- -------------- -------------
Total (11,161) (5,892) (29,391)
------------------------------- ------ --------------------- -------------- -------------
(Loss)/Earnings per share
Basic and diluted (US cents) 8 (3.26) (2.04) (13.64)
------------------------------- ------ --------------------- -------------- -------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
Unaudited Unaudited Audited
------------------------------- ------
As at As at As at
30 June 30 June 31 December
-------------------------------
2020 2019 2019
Notes US$'000 US$'000 US$'000
------------------------------- ------ ---------- ------------ ------------------
Non-current assets
Property, plant and equipment 593 664 620
Intangible assets 4,097 4,085 4,097
Right of use 360 - 544
Deferred tax assets 4,842 4,828 5,066
------------------------------- ------ ---------- ------------ ------------------
Total non-current assets 9,892 9,577 10,327
------------------------------- ------ ---------- ------------ ------------------
Current assets
Inventories 232,753 263,526 238,863
Trade and other receivables 17,746 14,578 12,902
Prepayments 606 598 524
Current tax assets 3 143 3
Cash and cash equivalents 5,226 6,791 7,615
------------------------------- ------ ---------- ------------ ------------------
Total current assets 256,334 285,636 259,907
------------------------------- ------ ---------- ------------ ------------------
TOTAL ASSETS 266,226 295,213 270,234
------------------------------- ------ ---------- ------------ ------------------
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 (24,504) (22,305) (21,644)
Accumulated losses (96,630) (66,841) (90,135)
------------------------------- ------ ---------- ------------ ------------------
Shareholders' equity 100,291 132,279 109,646
Non-controlling interests (5,654) (2,734) (3,848)
------------------------------- ------ ---------- ------------ ------------------
Total equity 94,637 129,545 105,798
------------------------------- ------ ---------- ------------ ------------------
Non-current liabilities
Trade and other payable 37,518 38,638 39,253
Loans and borrowings 9 25,318 14,043 18,968
Total non-current liabilities 62,836 52,681 58,221
------------------------------- ------ ---------- ------------ ------------------
Current liabilities
Trade and other payables 30,681 28,676 23,549
Amount due to non-controlling
interests 10,923 9,728 10,587
Loans and borrowings 9 28,182 43,701 34,713
Medium term notes 10 37,878 29,506 36,142
Current tax liabilities 1,089 1,376 1,224
------------------------------- ------ ---------- ------------ ------------------
Total current liabilities 108,753 112,987 106,215
------------------------------- ------ ---------- ------------ ------------------
Total liabilities 171,589 165,668 164,436
------------------------------- ------ ---------- ------------ ------------------
TOTAL EQUITY AND LIABILITIES 266,226 295,213 270,234
------------------------------- ------ ---------- ------------ ------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the SIX MONTHS ended 30 JuNE 2020 - 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 2020 10,601 - 208,925 1,899 (21,644) (90,135) 109,646 (3,848) 105,798
Loss for the
period - - - - - (6,485) (6,485) (1,803) (8,288)
Total other
comprehensive
loss - - - - (2,860) - (2,860) (13) (2,873)
------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- --------------
Total
comprehensive
loss - - - - (2,860) (6,485) (9,345) (1,816) (11,161)
--------------- ------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- --------------
Change in
ownership
of
subsidiaries - - - - - (10) (10) 10 -
--------------- ------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- --------------
Shareholders'
equity
at 30 June
2020 10,601 - 208,925 1,899 (24,504) (96,630) 100,291 (5,654) 94,637
=============== ============ =========== ========= ============ ============= ============= ============= ============= ==============
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the SIX MONTHS 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$'000
--------------- ------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- --------------
1 January 2019 10,601 - 208,925 1,899 (22,265) (62,786) 136,374 (937) 135,437
Loss for the
period - - - - - (4,055) (4,055) (1,770) (5,825)
Total other
comprehensive
loss - - - - (40) - (40) (27) (67)
------------ ----------- --------- ------------ ------------- ------------- ------------- ------------- --------------
Total
comprehensive
loss - - - - (40) (4,055) (4,095) (1,797) (5,892)
Shareholders'
equity
at 30 June
2019 10,601 - 208,925 1,899 (22,305) (66,841) 132,279 (2,734) 129,545
=============== ============ =========== ========= ============ ============= ============= ============= ============= ==============
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2019 - audited
Total
Equity
Attributable
to Equity
Redeemable Capital Holders Non-
Ordinary Management Share Redemption Translation Accumulated of the Controlling Total
Shares Shares Premium Reserve Reserve Losses Parent Interests Equity
Consolidated US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
----------------- ------------ ----------- --- --------- ------------ ------------- ------------- ------------- ------------- ---------
Balance at 1
January 2018 10,601 - 208,925 1,899 (20,996) (57,898) 142,531 331 142,862
Changes in
ownership
interests
in subsidiaries
(Note 32) - - - - - (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)
----------------- ------------
As at 31
December 2018/
1
January 2019 10,601 - 208,925 1,899 (22,265) (62,786) 136,374 (937) 135,437
Impact of change
in accounting
policy (Note
36) - - - - - (219) (219) (29) (248)
Adjusted balance
at 31 December
2018/ 1 January
2019 10,601 - # 208,925 1,899 (22,265) (63,005) 136,155 (966) 135,189
Changes in
ownership
interests
in subsidiaries
(Note 32) - - - - - (24) (24) 24 -
Non-controlling
interests
contribution - - - - - - - - -
------------ ----------- --- --------- ------------ ------------- ------------- ------------- ------------- ---------
Loss for the
year - - - - - (27,106) (27,106) (2,900) (30,006)
Total other
comprehensive
loss for the
year - - - - 621 - 621 (6) 615
------------ ----------- --- --------- ------------ ------------- ------------- ------------- ------------- ---------
Total
comprehensive
loss for
the year - - - - 621 (27,106) (26,485) (2,906) (29,391)
Shareholders'
equity at 31
December 2019 10,601 - # 208,925 1,899 (21,644) (90,135) 109,646 (3,848) 105,798
================= ============ =========== === ========= ============ ============= ============= ============= ============= =========
#represents 2 management shares at US$0.05 each
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2020
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
------------------------------------------------------------- --------------- ----------- ---------------
Cash Flows from Operating Activities
Net loss before taxation (8,284) (5,223) (28,657)
Finance income (882) (492) (5,793)
Finance costs 4,426 3,727 9,514
Unrealised foreign exchange gain 998 (14) (292)
Write down/Impairment of goodwill - 62 51
Depreciation of property, plant
and equipment 46 56 105
Net realisation value adjustments
of inventory - - 23,287
Operating (loss)/profit before changes
in working capital (3,696) (1,884) (1,785)
Changes in working capital:
Decrease /(Increase) in inventories (4,287) 3,387 6,931
Decrease /(Increase) in trade and
other receivables and prepayments (5,442) 2,453 7,949
(Decrease) /Increase in trade and
other payables 6,929 (4,911) (10,794)
------------------------------------------------------------- --------------- ----------- -------------
Cash used in operations (6,496) (955) 2,294
Interest paid (4,426) (3,727) (9,514)
Tax paid (122) (602) (1,568)
------------------------------------------------------------- --------------- ----------- -------------
Net cash used in operating activities (11,044) (5,284) (8,788)
------------------------------------------------------------- --------------- ----------- -------------
Cash Flows From Investing Activities
Proceeds from disposal of property,
plant and
equipment 6 6 6
Purchase of property, plant and
equipment (25) (50) (54)
Finance income received 882 492 2,221
------------------------------------------------------------- --------------- ----------- -------------
Net cash from investing activities 863 448 2,173
------------------------------------------------------------- --------------- ----------- -------------
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)
FOR THE SIX MONTHSED 30 JUNE 2020
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
------------------------------------------------------------- --------------- ----------- ---------------
Cash Flows From Financing Activities
(Repayment)/Advances from non-controlling
interests 578 (3,435) (2,666)
Issuance of ordinary shares of subsidiaries
to non-controlling interests (i) - - -
Finance lease liabilities (40) - (873)
Repayment of loans and borrowings (2,496) (7,338) (12,612)
Drawdown of loans and borrowings
and medium term notes 9,603 9,820 17,448
Net (increase)/decrease in pledged
deposits for loans and borrowings
and Medium Term Notes 1,703 (2,306) (1,651)
Net cash from/(used in) financing
activities 9,348 (3,259) 96
------------------------------------------------------------- --------------- ----------- ---------------
Net changes in cash and cash equivalents
during the period/year (833) (8,095) (6,519)
Effect of changes in exchange rates 322 11 (109)
Cash and cash equivalents at the
beginning of the period/year (i) 3,235 9,863 9,863
------------------------------------------------------------- --------------- ----------- ---------------
Cash and cash equivalents at the
end of the period/year (i) 2,724 1,779 3,235
------------------------------------------------------------- --------------- ----------- ---------------
(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 2,105 1,235 2,380
Short term bank deposits 3,121 5,556 5,235
------------------------------------------------------------- --------------- ----------- ---------------
5,226 6,791 7,615
Less: Deposits pledged (ii) (2,502) (5,012) (4,380)
------------------------------------------------------------- --------------- ----------- ---------------
Cash and cash equivalents 2,724 1,779 3,235
------------------------------------------------------------- --------------- ----------- ---------------
(ii) Included in short term bank deposits and cash and bank
balance is US$2,502,000 (31 December 2019:US$4,380,000; 30 June
2019: US$5,012,000) 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 2020
1 General Information
The principal activities of the Group are the development of
upscale residential and hospitality projects, sale of development
land and operation and sale of hotels, a shopping mall and a
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 2020 have been prepared in accordance with
IAS 34, Interim Financial Reporting.
The interim condensed consolidated financial statements should
be read in conjunction with the annual financial statements for the
year ended 31 December 2019 which have been prepared in accordance
with IFRS.
Taxes on income in the interim period are accrued using the tax
rate that would be applicable to expected total annual
earnings.
The interim results have not been audited nor reviewed and do
not constitute statutory financial statements.
The preparation of financial statements in conformity with IFRS
requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of expenses during
the reporting period. Although these estimates are based on
management's best knowledge of the amount, event or actions, actual
results ultimately may differ from those estimates.
The accounting policies applied are consistent with those of the
annual financial statements for the year ended 31 December 2019 as
described in those annual financial statements.
The interim report and financial statements were approved by the
Board of Directors on 23 September 2020.
3 SegmentAL Information
The Group's assets and business activities were managed by Ireka
Development Management Sdn. Bhd. ("IDM") as the Development Manager
under a Management Agreement dated 27 March 2007. IDM resigned on
21 March 2019 and served out their notice period until 30 June
2019. Following that date, the Company has been managed by its
Board of Directors with the assistance of certain staff seconded to
the Company by Ireka and a Chief Executive Officer who resigned in
January 2020. On 31 May 2020 the Company terminated the Services
Agreement and also the staff secondment arrangements with Ireka and
has engaged a few staff directly to run its finances and
operations.
Segmental information represents the level at which financial
information is reported to the Board of Directors, being the chief
operating decision makers as defined in IFRS 8. The Directors
determine the operating segments based on reports reviewed and used
by their staff for strategic decision making and resource
allocations. For management purposes, the Group is organised into
project units.
The Group's reportable operating segments are as follows:
(i) Investment Holding Companies - investing activities;
(ii) Ireka Land Sdn. Bhd. - developed Tiffani ("Tiffani") by i-ZEN;
(iii) ICSD Ventures Sdn. Bhd. - 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 2020
and 2019.
Information regarding the operations of each reportable segment
is included below. The Board of Directors monitors the operating
results of each segment for the purpose of performance assessments
and making decisions on resource allocation. Performance is based
on segment gross profit/(loss) and profit/(loss) before taxation,
which the Directors believes are the most relevant in evaluating
the results relative to other entities in the industry. Segment
assets presented inclusive of inter-segment balances and
inter-segment pricing is determined on an arm's length basis.
The Group's revenue generating development projects are located
in Malaysia and Vietnam.
Operating Segments ended 30 June 2020 - 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$'000
--------------- ------------ ---------- ---------- ----------- ---------- ----------- --------------- --------
Segment
(loss)/profit
before
taxation (1,660) 4 (1,470) 18 (1,518) (1,227) (2,397) (8,250)
=============== ============ ========== ========== =========== ========== =========== =============== ========
Included in
the measure
of segment
profit/(loss)
are:
Revenue - - - - - - - -
Revenue from
hotel
operations - - 647 - 1,504 - - 2,151
Revenue from
mall
operations - - 731 - - - - 731
Revenue from
hospital
operations - - - - - - 5,615 5,615
Disposal of
intangible
assets - - - - - - - -
Impairment of
goodwill - - - - - - - -
Marketing
expenses - - - - - (11) - (11)
Expenses from
hotel
operations - - (1,744) - (2,814) - - (4,558)
Expenses from
mall
operations - - (473) - - - - (473)
Expenses from
hospital
operations - - - - - - (5,680) (5,680)
Depreciation
of property,
plant and
equipment - - - - (23) - (23) (46)
Finance costs - - (701) (169) - (1,383) (2,173) (4,426)
Finance income - 1 49 209 - 21 7 287
=============== ============ ========== ========== =========== ========== =========== =============== ========
Segment assets 3,833 351 57,231 6,025 1,486 82,387 86,754 238,067
=============== ============ ========== ========== =========== ========== =========== =============== ========
Segment
liabilities 164 180 2,783 3,867 2,399 9,993 66,857 86,243
=============== ============ ========== ========== =========== ========== =========== =============== ========
Reconciliation of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Profit or loss US$'000
------------------------------------ --------
Total loss for reportable segments (8,250)
Other non-reportable segments (34)
Consolidated loss before taxation (8,284)
==================================== ========
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$'000
------------------------------------ --------
Total loss for reportable segments (4,950)
Other non-reportable segments (273)
Consolidated loss before taxation (5,223)
==================================== ========
Operating Segments - Year ended 31 December 2019 - Audited
Hoa Lam
Investment Ireka ICSD Amatir The Urban Shangri-La
Holding Land Sdn. Ventures Resources RuMa DNA Healthcare
Companies Bhd. Sdn. Sdn. Bhd. Hotel Sdn. Group Total
Bhd. KL Bhd.
Sdn.
Bhd.
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ------------ --------------- ---------- ----------- -------- ---------- ----------- ----------
Segment
(loss)/profit
before
taxation 1,354 94 (23,929) 1,205 (3,962) 491 (3,862) (28,609)
=============== ============ =============== ========== =========== ======== ========== =========== ==========
Included in
the measure
of segment
(loss)/profit
are:
Revenue - - - 6,427 - 3,298 - 9,725
Other income
from hotel
operations - - 3,909 - 3,882 - - 7,791
Other income
from mall
operations - - 1,880 - - - - 1,880
Other income
from hospital
operations - - - - - - 15,092 15,092
Provision for
allowance
of inventory - - (22,355) (932) - - - (23,287)
Disposal of
intangible
assets - - - (50) - - - (50)
Marketing
expenses - - - (1) - (170) - (171)
Expenses from
hotel
operations - - (3,879) - (6,970) - - (10,849)
Expenses from
mall
operations - - (1,326) - - - - (1,326)
Expenses from
hospital
operations - - - - - - (13,454) (13,454)
Depreciation
of property,
plant and
equipment - - - - (35) - (70) (105)
Finance costs (180) (14) (1,634) (678) (40) (1,009) (5,960) (9,515)
Finance income - 1 104 708 - 45 969 1,827
=============== ============ =============== ========== =========== ======== ========== =========== ==========
Segment assets 3,973 481 60,217 6,318 1,085 85,571 86,511 244,156
=============== ============ =============== ========== =========== ======== ========== =========== ==========
Segment
liabilities 251 196 2,735 4,099 1,626 5,379 65,222 79,508
=============== ============ =============== ========== =========== ======== ========== =========== ==========
Reconciliation of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Profit or loss US$'000
------------------------------------ ---------
Total loss for reportable segments (28,609)
Other non-reportable segments (441)
Finance income 393
Consolidated loss before taxation (28,657)
==================================== =========
Six months ended 30
June 2020 - Segment
Unaudited liabilities Addition
Finance Finance to non-current
US$'000 Revenue Depreciation costs income Segment assets assets
--------------------- --------- ------------- -------- -------- ---------------- ------------- ----------------
Total reportable
segment - (46) (4,426) 287 238,067 86,243 -
Other
non-reportable
segments - - - 595 28,159 85,346 25
--------------------- --------- ------------- -------- -------- ---------------- ------------- ----------------
Consolidated total - (46) (4,426) 882 266,226 171,589 25
===================== ========= ============= ======== ======== ================ ============= ================
Six months ended
30 Segment
June 2019 - liabilities Addition
Unaudited to
Finance Finance non-current
US$'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
================= ======== ============= ======== ======== ================== ================== ==============
Year ended 31 December
2019 -Audited Additions
Finance Finance Segment Segment to non-current
US$'000 Revenue Depreciation costs income assets liabilities assets
-------------------------- -------- ------------- -------- -------- --------- ------------- ----------------
Total reportable segment 9,725 (105) (9,514) 1,827 244,156 79,508 -
Other non-reportable
segments - - - 394 26,078 84,928 54
-------------------------- -------- ------------- -------- -------- --------- ------------- ----------------
Consolidated total 9,725 (105) (9,514) 2,221 270,234 164,436 54
========================== ======== ============= ======== ======== ========= ============= ================
Geographical Information - six months ended 30 June 2020 -
Unaudited
Malaysia Vietnam Consolidated
US$'000 US$'000 US$'000
-------------------- --------- -------- -------------
Revenue - - -
Non-current assets 5,907 3,985 9,892
==================== ========= ======== =============
Geographical Information - six months ended 30 June 2019 -
Unaudited
Malaysia Vietnam Consolidated
US$'000 US$'000 US$'000
-------------------- --------- -------- -------------
Revenue 5,653 - 5,653
Non-current assets 5,536 4,041 9,577
==================== ========= ======== =============
Geographical Information - year ended 31 December 2019 -
Audited
Malaysia Vietnam Consolidated
US$'000 US$'000 US$'000
-------------------- --------- -------- -------------
Revenue 9,725 - 9,725
Non-current assets 6,319 4,008 10,327
==================== ========= ======== =============
In the financial period/year ended 30 June 2020; 30 June 2019;
31 December 2019, no single customer exceeded 10% of the Group's
total revenue.
4 Seasonality
The Group's business operations were not materially affected by
seasonal factors for the period
under review but was affected by the MCO resulting from the
Covid 19 pandemic.
5 Cost of Sales
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
Direct costs attributable to:
Completed Units 3 3,774 6,461
Impairment of inventory - 62 -
Impairment of intangible assets - 1,154 51
Net realisable value adjustment
of inventories - - 23,287
--------------------------------- ----------- ----------- -------------
3 4,990 29,799
--------------------------------- ----------- ----------- -------------
6 Foreign exchange (LOSS)/GAIN
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
----------------------------------------- ----------- ----------- -------------
Foreign exchange (loss)/gain
comprises:
Realised foreign exchange gain/(loss) (25) (81) (6)
Unrealised foreign exchange gain/(loss) (998) 14 293
(1,023) (67) 287
----------------------------------------- ----------- ----------- -------------
7 Taxation
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
Current tax expense 4 241 172
Deferred tax credit - 361 1,177
-------------------------------- ----------- ----------- --------------
Total tax expense/(income) for
the period/year 4 602 1,349
-------------------------------- ----------- ----------- --------------
The numerical reconciliation between the income tax expense and
the product of accounting results multiplied by the applicable tax
rate is computed as follows:
Unaudited Unaudited Audited
Six months Six months Year
ended ended Ended
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
Net loss before taxation (8,284) (5,223) (28,657)
--------------------------------------- ----------- ----------- -------------
Income tax (1,988) (1,253) (6,878)
Add :
Tax effect of expenses not deductible
in determining taxable profit 3,274 1,223 1,327
Current year losses and other tax
benefits for which no deferred
tax asset was recognised 687 1,899 4,911
Tax effect of different tax rates
in subsidiaries 476 370 713
Less :
Tax effect of income not taxable
in determining taxable profit (2,064) (949) (2,997)
(Under)/Over provision in respect
of prior period/year (381) 81 4,273
--------------------------------------- ----------- ----------- -------------
Total tax expense for the period/year 4 518 1,349
--------------------------------------- ----------- ----------- -------------
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
2020 2019 2019
(Loss)/earnings attributable
to equity holders of the parent
( US$'000) (6,485) (4,055) (27,106)
Weighted average number of shares 198,691,000 198,691,000 198,691,000
(Loss)/earnings per share
Basic and diluted (US cents) (3.26) (2.04) (13.64)
----------------------------------- ------------------- ------------------- -----------------
9 Loans and Borrowings
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
--------------------------- ---------- ---------- -------------------
Non-current
Bank loans 25,165 14,043 18,789
Finance lease liabilities 153 - 179
25,318 14,043 18,968
--------------------------- ---------- ---------- -------------------
Current
Bank loans 27,949 43,701 34,281
Finance lease liabilities 233 - 432
---------------------------- ---------- ---------- -------------------
28,182 43,701 34,713
--------------------------- ---------- ---------- -------------------
53,500 57,744 53,681
--------------------------- ---------- ---------- -------------------
The effective interest rates on the bank loans and finance lease
arrangement for the period ranged from 5.55% to 11.30% (30 June
2019: 5.25% to 12.50%; 31 December 2019: 5.55% to 11.30%) per annum
and 2.50% (30 June 2019: 2.50%; 31 December 2019: 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-annual
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 As at
1 January Drawdown Repayment exchange 30 June
2020 of loan of loan movements 2020
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
------------ ----------- --------- ---------- ----------- ---------
Bank loans 53,070 6,998 (2,496) (4,072) 53,500
Total 53,070 6,998 (2,496) (4,072) 53,500
=========== ========= ========== =========== =========
As at Foreign As at
1 January Drawdown Repayment exchange 30 June
2019 of loan of loan movements 2019
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
------------ ----------- --------- ---------- ----------- ---------
Bank loans 61,272 4,293 (7,338) (483) 57,744
Total 61,272 4,293 (7,338) (483) 57,744
=========== ========= ========== =========== =========
As at Foreign As at
1 January Drawdown Repayment exchange 31 December
2019 of loan of loan movements 2019
Audited US$'000 US$'000 US$'000 US$'000 US$'000
------------ ----------- --------- ---------- ----------- -------------
Bank loans 61,272 5,343 (12,162) (1,383) 53,070
Total 61,272 5,343 (12,162) (1,383) 53,070
=========== ========= ========== =========== =============
As at
As at Repayment Foreign 30
1 January Initial of lease Interest exchange June
2020 Application payment expenses movements 2020
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Lease
Liabilities 611 - (224) - (1) 386
Total 611 - (224) - (1) 386
=========== ============= ========== ========== =========== ========
As at
As at Repayment Foreign 30
1 January Initial of lease Interest exchange June
2019 Application payment expenses movements 2019
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Lease
Liabilities - - - - - -
Total - - - - - -
=========== ============= ========== ========== =========== ========
As at Repayment Foreign As at
1 January Initial of lease Interest exchange 31 December
2019 Application payment expenses movements 2019
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Lease
Liabilities - 1,491 (873) 59 (66) 611
Total - 1,491 (873) 59 (66) 611
============ ============= ========== ========== =========== =============
10 Medium Term Notes
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
------------------------------- ---------- ---------- ------------------------
Outstanding medium term notes (38,060) 29,717 36,535
Net transaction costs (182) (211) (393)
Less:
Repayment due within twelve
months* (37,878) (29,506) (36,142)
------------------------------- ---------- ---------- ------------------------
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
2020 of loan of loan movements June 2020
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
--------------------- ----------- --------- ---------- ----------- -----------
Medium Term Notes 36,142 2,605 - (869) 37,878
----------- --------- ---------- ----------- -----------
As at Foreign As at
1 January Drawdown Repayment exchange 30 June
2019 of loan of loan movements 2019
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
--------------------- ----------- --------- ---------- ----------- ---------
Medium Term Notes 23,761 5,527 - 218 29,506
----------- --------- ---------- ----------- ---------
As at Foreign As at 31
1 January Drawdown Repayment exchange December
2019 of loan of loan movements 2019
US$'000 US$'000 US$'000 US$'000 US$'000
--------------------- ----------- --------- ---------- ----------- ----------
Medium Term Notes 23,761 12,105 - 276 36,142
=========== ========= ========== =========== ==========
* Includes net transaction costs in relation to medium term
notes due within twelve months of US$0.18 million. (30 June 2019:
US$0.21million; 31 December 2019: US$0.39 million)
The tenure of the medium term notes programme relating to the
hotel and mall in Sandakan is ten (10) years which expires on 7
December 2021. SSB secured a "roll-over" of the remaining medium
term notes of US$23.35mil (RM100 million) on 10 December 2019 and
these are due for repayment on 10 December 2020 but are expected to
be rolled over for one last year.
The medium term notes are rated AAA.
No repayments were made in the current financial period.
The weighted average interest rate of the medium term notes was
5.85% per annum at the statement of financial position date. The
effective interest rates of the medium term notes and their
outstanding amounts are as follows:
Interest rate
Maturity Dates % per annum US$'000
---------------------- ------------------ -------------- ----------
Series 1 Tranche FGI 10 Dec 2020 5.85 10,041
Series 1 Tranche BG 10 Dec 2020 5.85 13,310
23,351
----------------------------------------- -------------- ----------
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) a 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 US$21.02 mil (RM90.0 million)
("CP/MTN Programme") to fund a project known as The RuMa Hotel and
Residences. PASB may, from time to time, issue commercial paper
and/or medium term notes ("Notes") whereby the nominal value of
outstanding Notes shall not exceed US$21.02 mil (RM90.0 million) at
any one time. As at 31 December 2019, a total of US$11.58mil
(RM49.6 million) was issued. Subsequently an additional of
US$3.58mil (RM15.35 million) was issued on 25 February 2020.
As at 10 June 2020, the initial tranches of US$5.35mil (RM22.9
million) matured and two tranches amounting to US$0.44mil (RM1.90
million) were redeemed. The remaining tranches of US$4.90mil
(RM21.0 million) are subsequently rolled-over for another one
year.
The weighted average interest rate of the loan was 6.0% per
annum at the statement of financial position date. The effective
interest rates of the medium term notes and their outstanding
amounts were as follows:
Maturity
Interest rate
Maturity Dates % per annum US$'000
--------------- ------------------ -------------- ----------
Tranche 24-31 29 Sep 2020 6.0 2,241
Tranche 32-49 6 Oct 2020 6.0 3,993
Tranche 50-62 25 Feb 2021 6.0 3,584
Tranche 50-61 10 Jun 2021 6.0 4,891
14,709
---------------------------------- -------------- ----------
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
2020 2019 2019
US$'000 US$'000 US$'000
------------------------------------- ---------------- ----------- -------------------
ICB Group of Companies
Accounting and financial reporting
services fee charged by an ICB
subsidiary 208 25 96
Accrued interest on shareholders
advance payable by ICB - - 3,572
Construction progress claim charged
by ICB subsidiary 604 - 4,733
Reversal of liquidated ascertained
damages ("LAD") claims - - (1,209)
Provisions for construction delay
claims by ICB subsidiary - - (2,052)
Hosting and IT support services
charged by an ICB subsidiary 38 29 66
Management fees charged by an
ICB subsidiary - 497 1,157
Marketing commission charged
by an ICB subsidiary 8 22 139
Project staff costs reimbursed
to an ICB subsidiary - 248 280
Rental expenses charge by an
ICB subsidiary 36 11 16
Rental expenses paid on behalf
of ICB - 253 489
Secretarial and administrative
services fee charged by an ICB
subsidiary 371 25 85
Key management personnel
Remuneration of key management
personnel - Directors' fees 312 48 186
Remuneration of key management
personnel - Salaries 47 47 95
------------------------------------- ---------------- ----------- -------------------
The above transactions have been entered into in the normal
course of business and have been established on terms and
conditions that are not materially different from those obtainable
in transactions with unrelated parties.
Transactions between the Group and other significant related
parties are as follows:
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
--------------------------------- ----------- ----------- -------------
Non-controlling interests
Advances - non-interest bearing 578 (3,435) (2,666)
--------------------------------- ----------- ----------- -------------
The outstanding amounts due from/ (to) ICB and its group of
companies as at 30 June 2020, 30 June 2019 and 31 December 2019 are
as follows:
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
---------------------------- ---------- ---------- -------------
Net amount due from an ICB
subsidiary 4,555 3,361 5,120
Net amount due from ICB 3,692 185 3,807
---------------------------- ---------- ----------
The outstanding amounts due from/ (to) the other significant
related parties as at 30 June 2020, 30 June 2019 and 31 December
2019 are as follows:
Unaudited UnauditedAs Audited
As at at As at
30 June 30 June 31 December
2020 2019 2019
US$'000 US$'000 US$'000
--------------------------------- ---------- ------------ -------------
Non-controlling interests
Advances - non-interest bearing (10,923) (9,728) (10,587)
--------------------------------- ---------- ------------ -------------
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 2020.
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 2019, a copy of which is available on the
Company's website www.aseanaproperties.com .
RESPONSIBILITY STATEMENT
The Directors of the Company confirm that to the best of their
knowledge that:
a) The condensed consolidated financial statements have been
prepared in accordance with IAS 34 (Interim Financial
Reporting);
b) The interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year); and
c) The interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related party
transactions and changes therein).
On behalf of the Board
Nicholas John Paris
Director
23 September 2020
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END
IR FIFSTAVIVFII
(END) Dow Jones Newswires
September 23, 2020 05:00 ET (09:00 GMT)
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