TIDMASPL
RNS Number : 0472M
Aseana Properties Limited
16 September 2021
16 September 2021
Aseana Properties Limited
("Aseana", the "Company" or, the "Group")
Half-Year Results for the Six Months Ended 30 June 2021
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 2021.
Operational summary:
-- The RuMa Residences have been approximately 71% sold to date
based on sale and purchase agreements signed.
-- The RuMa Hotel was temporarily closed for 60 days in two
different periods due to MCO and achieved an average occupancy rate
of approximately 11% in the first six months of 2021. Losses for
the six months ending 30(th) June was approximately 4.6m MYR in
line with the budget; second half results will decline resulting
from closure of the hotel due to MCO. The hotel has now re-opened
but uncertainty remains as the hotel may be subjected to further
closure under any future MCO's as mandated by Malaysian
government.
-- In the first half year of 2021, The Harbour Mall Sandakan
performance has exceeded expectations with occupancy rates at about
95%. The mall operator has continued to rebate rental lease
payments to tenants during the prevailing MCO as a measure to
support the tenants and to retain the occupancy levels. Financial
performance through June 30(th) , 2021 reflects expectations
however if MCO continues into the latter half of 2021 financial
performance will suffer.
-- City International Hospital has been negatively affected by
Covid, similar to other hospitals in Vietnam and specifically Ho
Chi Minh City ("HCM"). In the first 6 months, revenue decreased
about 27% against budget, with overall EBITDA declining by
approximately 57% against budget. Since December 2020, management
have undertaken cost cutting measures across the board including
instituting a hiring freeze, reviewing profit margins and
productivity of staff. Performance is expected to improve in the
second half as cost savings are realised, however, the Vietnam
government mandated total lockdown of HCM in August, this mandate
was expected to be gradually lifted starting 15(th) September, 2021
but has now been extended to month end.
-- As reported in our Annual Report issued 2nd August, 2021, it
is expected that the Group would be financed via the disposal of
its investments in Vietnam, the sale of the remaining existing
units of residential inventories at The RuMa Hotel & Residences
in West Malaysia, and through the disposals of the Sandakan hotel
asset (formerly Four Points Sheraton Sandakan Hotel), the Harbour
Mall Sandakan and the RuMa Hotel. The Divestment Team has been
actively seeking for potential purchasers.
Financial summary:
-- Other Income of US$7.7 million (H1 2020: US$8.6 million)
-- Loss before tax of US$3.2 million (H1 2020: loss of US$8.2 million)
-- Loss after tax of US$3.3 million (H1 2020: loss of US$8.3 million)
-- Total comprehensive loss of US$6.6 million (H1 2020: loss of US$11.1 million)
-- Net asset value of US$96.7 million (31 December 2020
(audited): US$101.3 million) or US$0.49 per share (31 December 2020
(audited): US$0.51 per share)
Subsequent Events:
On 25(th) August, 2021 the Company announced that it had entered
into a binding agreement to sell its entire interest in both the
City International Hospital and the adjacent International
Healthcare Park in HCM. The terms of the transaction are subject to
approvals from regulatory authorities as well as conditions to
completion. It is expected the completion will take several months.
Once completed, the Company will have no assets in Vietnam.
On 9(th) September, 2021 the Company announced it had entered
into a conditional agreement to sell the remaining 58 unsold
residential units at The Ruma Hotel & Residences in Kuala
Lumpur. Gross sale price is MYR 85.3m (approximately US $20.5m) and
is subject to final due diligence by the Buyer as well as receipt
of government approval for the sale to a foreign investor. Expected
completion will take place within 8 months.
Commenting on the results, Nick Paris, Chairman of Aseana,
said:
"The H1 2021 results show that Aseana has still had to deal with
challenging market conditions in both Malaysia and Vietnam
resulting from the negative impact of COVID 19 and the movement
controls introduced by the respective governments to contain the
spread of the virus. Nonetheless, the Company has continued to
focus on improving the operational performance and narrowing the
losses of its operating assets. Since the end of this period we
have started to see the results of our divestment activities and we
have signed two sale and purchase agreements covering our assets in
Vietnam and our high end residences in Kuala Lumpur, Further asset
sales are being actively worked on."
For further information:
Aseana Properties Limited Tel: 020 3325 7050
Nick Paris (Chairman) Email: nick.paris@limadvisors.com
Liberum Capital Tel: 020 3100 2000
Darren Vickers / Owen Matthews Email: aseana@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
2021.
Interim Results for the Half Year ended 30 June 2021
Our interim results in this period continue to reflect the
significant impact of the COVID virus on our various operating
businesses. Our operating revenue on our assets continued to be
reduced and despite significant ongoing cost cutting initiatives,
operating losses and cash outflows were inevitable. However, the
comprehensive loss for Aseana for the half year did decrease to
US$6.6 million (1H 2020: US$11.1 million), our net cash used in
operating activities was US$4 million (1H 2020: US$11.0 million)
and our cash balance at the end of the period was US$9.7 million
(1H 2020: US$2.7 million) after we drew down some further
financing. The loss which we are reporting for the six months ended
30 June 2021 has reduced our Net Asset Value per Share from 51 US
cents at 31 December 2020 to 49 US cents (30 June 2020: 50 US
cents).
Our Business Focus and Recent Property Divestments
Our business focus for the Group continues to be on reducing our
operating costs and on improving the operational performances of
our remaining assets in order to preserve our cash balances.
In Vietnam, Hoa Lam Corporation, our long standing joint venture
partner, has agreed to buy our interests in the City International
Hospital and the International Healthcare Park. This transaction is
now subject to completion conditions including local regulatory
approvals.
In Kuala Lumpur, a foreign investor has contracted to buy our
remaining residential units in The RuMa Hotel & Residences.
Completion of this sale is subject to approval of various
conditions and multiple regulatory authorities, and will take up to
eight months.
These two sale transactions will eliminate the majority of debt
owed by the Company. In addition, further sale discussions are
underway on some of our other assets and we remain alert for any
interest for any of our assets from prospective buyers. Our aim
continues to be to seek asset sales in a controlled, orderly and
timely manner, to pay off our project debts and then to return
surplus sale proceeds to our shareholders.
Our listing on the London Stock Exchange
We had to temporarily suspend the listing of our shares on the
London Stock Exchange in late June as the audit of our Annual
Accounts for the year ended 31st December 2020 had been held up by
the movement controls in Malaysia and Vietnam and the deadline for
their publication was 30(th) June. Our Annual Report was
subsequently published on 3(rd) August and we are in discussions
with Financial Conduct Authority in the UK to get our listing
restored and hope that this will happen shortly.
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 another very challenging period in the corporate
life of Aseana but with our recently announced divestments I
believe that we are now heading into the final stages of the life
of the Company.
NICK PARIS
Chairman
16 September 2021
PROPERTY PORTFOLIO AS AT 30 JUNE 2021
Project Type Effective Approximate Approximate
Ownership Gross Land Area
Floor (sq m)
Area
(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 retail
Malaysia mall 100.0% 126,000 48,000
-------------------------- -------------------------- ----------- ------------ ------------
City International
Hospital, International
Healthcare Park,
Ho Chi Minh City, Private general
Vietnam hospital 73.04%* 48,000 25,000
-------------------------- -------------------------- ----------- ------------ ------------
Undeveloped projects
-------------------------- -------------------------- ----------- ------------ ------------
Other developments
in International
Healthcare Park,
Ho Chi Minh City, Commercial and
Vietnam (formerly residential development
International Hi-Tech with healthcare
Healthcare Park) theme 73.04%* 972,000 351,000
-------------------------- -------------------------- ----------- ------------ ------------
Kota Kinabalu Seafront
resort & residences
Kota Kinabalu, Sabah,
Malaysia Resort homes 80.0% n/a 327,000
-------------------------- -------------------------- ----------- ------------ ------------
*Shareholding as at 30 June 2021
n/a: Not available/ Not applicable
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2021
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
Notes 30 June 30 June 31 December
2021 2020 2020
Continuing activities US$'000 US$'000 US$'000
Revenue 3 516 - 1,329
Cost of sales 5 (416) (3) (950)
---------------------------------------- ------ ----------- ----------- -------------
Gross profit/(loss) 100 (3) 379
Other income 7,743 8,581 18,271
Administrative expenses (418) (637) (1,658)
Foreign exchange gain/(loss) 6 852 (1,023) (1,051)
Loss on disposal of subsidiaries - - (784)
Marketing expenses - (11) -
Other operating expenses (8,585) (11,647) (20,657)
---------------------------------------- ------ ----------- ----------- -------------
Operating loss (308) (4,740) (5,500)
----------- ----------- -------------
Finance income 1,399 882 3,323
Finance costs (4,311) (4,426) (11,152)
----------- ----------- -------------
( 7,829
Net finance costs (2,912) (3,544) )
Net loss before taxation (3,220) (8,284) (13,329)
Taxation 7 (38) (4) (187)
---------------------------------------- ------ ----------- ----------- -------------
Loss for the period/year (3,258) (8,288) (13,516)
---------------------------------------- ------ ----------- ----------- -------------
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 (3,316) (2,873) 2,078
---------------------------------------- ------ ----------- ----------- -------------
Total other comprehensive
(loss)/income for the period/year (3,316) (2,873) 2,078
---------------------------------------- ------ ----------- ----------- -------------
Total comprehensive loss
for the period/year (6,574) (11,161) (11,438)
---------------------------------------- ------ ----------- ----------- -------------
Loss attributable to:
Equity holders of the parent (1,733) (6,485) (10,260)
Non-controlling interests (1,525) (1,803) (3,256)
---------------------------------------- ------ ----------- ----------- -------------
Total (3,258) (8,288) (13,516)
---------------------------------------- ------ ----------- ----------- -------------
Total comprehensive loss
attributable to:
Equity holders of the parent (4,690) (9,345) (8,371)
Non-controlling interests (1,884) (1,816) (3,067)
---------------------------------------- ------ ----------- ----------- -------------
Total (6,574) (11,161) (11,438)
---------------------------------------- ------ ----------- ----------- -------------
Loss per share
Basic and diluted (US cents) (0.87) (3.26) (5.16)
---------------------------------------- ------ ----------- ----------- -------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
Unaudited Unaudited Audited
As at As at As at
Notes 30 June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
Non-current assets
Property, plant and equipment 527 593 565
Intangible assets 4,097 4,097 4,097
Right of use 17 360 160
Deferred tax assets 4,944 4,842 5,111
------------------------------- ------ ---------- ------------ -------------
Total non-current assets 9,585 9,892 9,933
------------------------------- ------ ---------- ------------ -------------
Current assets
Inventories 232,576 232,753 237,394
Trade and other receivables 15,400 17,746 16 , 211
Prepayments 35 4 606 415
Current tax assets 923 3 956
Cash and cash equivalents 9,722 5,226 5,948
------------------------------- ------ ---------- ------------ -------------
Total current assets 258,97 5 256,334 260,924
------------------------------- ------ ---------- ------------ -------------
TOTAL ASSETS 268,56 0 266,226 270,857
------------------------------- ------ ---------- ------------ -------------
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 (22,612) (24,504) (19,655)
(102,16
Accumulated losses 6 ) (96,630) (100,433)
------------------------------- ------ ---------- ------------ -------------
Shareholders' equity 96,64 7 100,291 101,337
Non-controlling interests (8,761) (5,654) (6,877)
------------------------------- ------ ---------- ------------ -------------
Total equity 87,88 6 94,637 94,460
------------------------------- ------ ---------- ------------ -------------
Non-current liabilities
Trade and other payable 38,507 37,518 39,789
Loans and borrowings 9 26,634 25,318 21,926
Total non-current liabilities 65,141 62,836 61,715
------------------------------- ------ ---------- ------------ -------------
Current liabilities
Trade and other payables 33,511 30,681 33,300
Amount due to non-controlling
interests 11,588 10,923 11,371
Loans and borrowings 9 26,986 28,182 29,811
Medium term notes 10 43,448 37,878 40,200
Current tax liabilities - 1,089 -
------------------------------- ------ ---------- ------------ -------------
Total current liabilities 115,533 108,753 114,682
------------------------------- ------ ---------- ------------ -------------
Total liabilities 180,674 171,589 176,397
------------------------------- ------ ---------- ------------ -------------
TOTAL EQUITY AND LIABILITIES 268,56 0 266,226 270,857
------------------------------- ------ ---------- ------------ -------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the SIX MONTHS ended 30 June 2021 - Unaudited
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
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ----------- ----------- --------- ----------- ------------ ------------ ------------- ------------ ---------
1 January 2021 10,601 - 208,925 1,899 (19,655) (100,433) 101,337 (6,877) 94,460
Loss for the
period - - - - - (1,733) (1,733) (1,525) (3,258)
Total other
comprehensive
loss - - - - (2,957) - (2,957) (359) (3,316)
----------- ----------- --------- ----------- ------------ ------------ ------------- ------------ ---------
Total
comprehensive
loss - - - - (2,957) (1,733) (4,690) (1,884) (6,574)
--------------- ----------- ----------- --------- ----------- ------------ ------------ ------------- ------------ ---------
Shareholders'
equity
at 30 June (22,61 (102,16
2021 10,601 - 208,925 1,899 2 ) 6 ) 96,647 (8,761) 87,886
=============== =========== =========== ========= =========== ============ ============ ============= ============ =========
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 Total
Shares Shares Premium Reserve Reserve Losses Parent Interests Equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ----------- ----------- --------- ----------- ------------ ------------ ------------- ------------ ---------
1 January 2020 10,601 - 208,925 1,899 (21,644) (90,135) 109,646 (3,848) 105,798
Loss for the
period - - - - - (6,485) (6,485) (1,803) (8,288)
Total other
comprehensive
loss - - - - (2,860) - (2,860) (13) (2,873)
----------- ----------- --------- ----------- ------------ ------------ ------------- ------------ ---------
Total
comprehensive
loss - - - - (2,860) (6,485) (9,345) (1,816) (11,161)
Change in
ownership
of
subsidiaries - - - - - (10) (10) 10 -
Shareholders'
equity
at 30 June
2020 10,601 - 208,925 1,899 (24,504) (96,630) 100,291 (5,654) 94,637
=============== =========== =========== ========= =========== ============ ============ ============= ============ =========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020 - audited
Total
Equity
Attributable
to Equity
Redeemable Capital Holders Non-
Ordinary Management Share Redemption Translation Accumulated of the Controlling Total
Shares Shares Premium Reserve Reserve Losses Parent Interests Equity
Consolidated US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ----------- ----------- -------- ----------- ------------ ------------ ------------- ------------ ---------
Balance at 1
January 2019 10,601 - 208,925 1,899 (22,265) (63,005) 136,155 (966) 135,189
Changes in
ownership
interests
in
subsidiaries - - - - - (24) (24) 24 -
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)
----------- ----------- -------- ----------- ------------ ------------ ------------- ------------ ---------
As at 31
December
2019/ 1
January 2020 10,601 - 208,925 1,899 (21,644) (90,135) 109,646 (3,848) 105,798
Adjusted
balance at 31
December
2019 / 1
January 2020 10,601 -# 208,925 1,899 (21,644) (90,135) 109,646 (3,848) 105,798
Changes in
ownership
interests
in
subsidiaries - - - - - (38) (38) 38 -
Loss for the
year - - - - - (10,260) (10,260) (3,256) (13,516)
Total other
comprehensive
loss for the
year - - - - 1,889 - 1,889 189 2,078
----------- ----------- -------- ----------- ------------ ------------ ------------- ------------ ---------
Total
comprehensive
loss for (11,4
the year - - - - 1,889 (10,260) (8,371) (3,067) 38 )
Disposal of
subsidiaries - - - - 100 - 100 - 100
----------- ----------- -------- ----------- ------------ ------------ ------------- ------------ ---------
Shareholders'
equity at 31
December 2020 10,601 -# 208,925 1,899 (19,655) (100,433) 101,337 (6,877) 94,460
=========== =========== ======== =========== ============ ============ ============= ============ =========
# Represents 2 management shares at US$0.05 each
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2021
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
Cash Flows from Operating Activities
Loss before taxation (3,220) (8,284) (13,329)
Finance income (1,399) (882) (3,323)
Finance costs 4,311 4,426 11,151
Loss on disposal of subsidiaries - - 784
Unrealised foreign exchange gain 1,736 998 (546)
Write down/Impairment of goodwill - - -
Depreciation of property, plant
and equipment and right-of-use asset 187 46 479
Net realisation value adjustments
of inventory - - -
Operating (loss)/profit before changes
in working capital 1,615 (3,696) (4,784)
Changes in working capital:
Decrease /(Increase) in inventories (753) (4,287) 856
Decrease /(Increase) in trade and
other receivables and prepayments 716 (5,442) (2,607)
(Decrease) /Increase in trade and
other payables (1,326) 6,929 8,164
---------------------------------------- ----------- ----------- -------------
Cash used in operations 252 (6,496) 1,629
Interest paid (4,299) (4,426) (9,932)
Tax paid (36) (122) (2,309)
---------------------------------------- ----------- ----------- -------------
Net cash used in operating activities (4,083) (11,044) (10,612)
---------------------------------------- ----------- ----------- -------------
Cash Flows From Investing Activities
Proceeds from disposal of property,
plant and
equipment - 6 -
Purchase of property, plant and
equipment (14) (25) (39)
Proceeds from disposal of subsidiaries - - 3,936
Finance income received 1,399 882 3,012
---------------------------------------- ----------- ----------- -------------
Net cash from investing activities 1,385 863 6,910
---------------------------------------- ----------- ----------- -------------
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)
FOR THE SIX MONTHSED 30 JUNE 2021
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
------------------------------------------ ----------- ----------- -------------
Cash Flows From Financing Activities
Advances (from)/to non-controlling
interests 303 578 728
Repayment of finance lease liabilities (227) (40) (463)
Repayment of loans and borrowings (481) (2,496) (4,879)
Drawdown of loans and borrowings
and medium term notes 7,085 9,603 6,526
Net decrease in pledged deposits
for loans and borrowings and Medium
Term Notes - 1,703 75
Net cash from financing activities 6,680 9,348 1,987
------------------------------------------ ----------- ----------- -------------
Net changes in cash and cash equivalents
during the period/year 3,982 (833) (1,715)
Effect of changes in exchange rates (208) 322 48
Cash and cash equivalents at the
beginning of the period/year (i) 5,948 3,235 7,615
------------------------------------------ ----------- ----------- -------------
Cash and cash equivalents at the
end of the period/year (i) 9,722 2,724 5,948
------------------------------------------ ----------- ----------- -------------
(i) Cash and Cash Equivalents
Cash and cash equivalents included in the consolidated statement
of cash flows comprise the following consolidated statement of
financial position amounts:
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
----------------------------- ----------- ----------- -------------
Cash and bank balances 7,261 2,105 3,052
Short term bank deposits 2,461 3,121 2,896
----------------------------- ----------- ----------- -------------
9,722 5,226 5,948
Less: Deposits pledged (ii) (2,174) (2,502) (2,619)
----------------------------- ----------- ----------- -------------
Cash and cash equivalents 7,548 2,724 3,329
----------------------------- ----------- ----------- -------------
(ii) Included in short term bank deposits and cash and bank
balance is US$2,174,000 (31 December 2020:US$2,619,000; 30 June
2020: US$2,502,000) pledged for loans and borrowings and Medium
Term Notes of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX
MONTHSED 30 JUNE 2021
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 2021 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 2020 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 2020 as
described in those annual financial statements.
The interim report and financial statements were approved by the
Board of Directors on 16 September 2021.
3 SegmentAL Information
Segmental information represents the level at which financial
information is reported to the Board of Directors, being the chief
operating decision makers as defined in IFRS 8. The Directors
determine the operating segments based on reports reviewed and used
by their staff for strategic decision making and resource
allocations. For management purposes, the Group is organised into
project units.
The Group's reportable operating segments are as follows:
(i) Investment Holding Companies - investing activities;
(ii) Ireka Land Sdn. Bhd. - developed Tiffani ("Tiffani") by i-ZEN;
(iii) ICSD Ventures Sdn. Bhd. - owns and operates the Harbour
Mall Sandakan ("HMS") and the Sandakan hotel asset ("SHA", formerly
Four Points by Sheraton Sandakan Hotel);
(iv) Amatir Resources Sdn. Bhd. - developed the SENI Mont' Kiara ("SENI");
(v) The RuMa Hotel KL Sdn Bhd - operates the RuMa Hotel
(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
the International Healthcare Park ("IHP"); 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.
3 SegmentAL Information (continued)
Operating Segments ended 30 June 2021 - 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$'000
--------------- ------------ ---------- ---------- ----------- ---------- ----------- --------------- --------
Segment
(loss)/profit
before
taxation (1,745) - (223) 227 (1,128) (1,143) (1,795) (5,807)
=============== ============ ========== ========== =========== ========== =========== =============== ========
Included in
the measure
of segment
(loss)/profit
are:
Revenue - - - - - 516 - 516
Cost of sales - - - - - (416) - (416)
Revenue from
hotel
operations - - - - 1,005 - - 1,005
Revenue from
mall
operations - - 945 - - - - 945
Revenue from
hospital
operations - - - - - - 5,574 5,574
Expenses from
hotel
operations - - (27) - (1,967) - - (1,994)
Expenses from
mall
operations - - (636) - - - - (636)
Expenses from
hospital
operations - - - - - - (5,304) (5,304)
Depreciation
of property,
plant and
equipment - - (26) - (139) - (16) (181)
Finance costs - - (585) (102) - (869) (2,037) (3,593)
Finance income 356 - 22 336 - 11 1 726
=============== ============ ========== ========== =========== ========== =========== =============== ========
Segment assets 5,141 132 58,906 3,192 648 103,929 86,423 258,371
=============== ============ ========== ========== =========== ========== =========== =============== ========
Segment
liabilities 11,500 3 1,806 2,806 2,091 49,686 67,793 135,685
=============== ============ ========== ========== =========== ========== =========== =============== ========
3 SegmentAL Information (continued)
Reconciliation of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Profit or loss US$'000
------------------------------------ --------
Total loss for reportable segments (5,807)
Other non-reportable segments 2,632
Finance income 673
Others (718)
(5,807)
------------------------------------ --------
Consolidated loss before taxation (3,220)
==================================== ========
3 SegmentAL Information (continued)
Operating Segments ended 30 June 2020 - Unaudited
Ireka ICSD The RuMa Urban Hoa
Investment Land Ventures Amatir Hotel KL DNA Lam-Shangri-La
Holding Sdn. Sdn. Resources Sdn. Sdn. Healthcare
Companies Bhd. Bhd. Sdn. Bhd. Bhd. Bhd. Group Total
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
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 2387,067
=============== ============ ========== ========== =========== ========== ========== =============== =========
Segment
liabilities 164 180 2,783 3,867 2,399 9,993 66,857 86,243
=============== ============ ========== ========== =========== ========== ========== =============== =========
3 SegmentAL Information (continued)
Reconciliation of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Profit or loss US$'000
------------------------------------ --------
Total loss for reportable segments (8,250)
Other non-reportable segments (34)
Consolidated loss before taxation (8,284)
==================================== ========
3 SegmentAL Information (continued)
Operating Segments - Year ended 31 December 2020 - Audited
Hoa Lam
Investment Ireka ICSD Amatir The RuMa Urban Shangri-La
Holding Land Sdn. Ventures Resources Hotel KL DNA Healthcare
Companies Bhd. Sdn. Sdn. Bhd. Sdn. Bhd. Sdn. Group Total
Bhd. Bhd.
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------- ------------ ------------- ---------- ----------- ----------- ---------- ----------- ---------
Segment
(loss)/profit
before
taxation (1,483) 14 (1,314) 171 (2,774) (1,976) (4,208) (11,570)
=============== ============ ============= ========== =========== =========== ========== =========== =========
Included in
the measure
of segment
(loss)/profit
are:
Revenue - - - - - 1,329 - 1,392
Other income
from hotel
operations - - 655 - 2,323 - - 2,978
Other income
from mall
operations - - 1,754 - - - - 1,754
Other income
from hospital
operations - - - - - - 11,800 11,800
Expenses from
hotel
operations - - (1,814) - (4,638) - - (6,452)
Expenses from
mall
operations - - (1,380) - - - - (1,380)
Expenses from
hospital
operations - - - - - - (11,094) (11,094)
Depreciation
of property,
plant and
equipment - - - - (48) - (47) (95)
Finance costs - - (1,517) (326) - (1,635) (6,425) (9,903)
Finance income 310 - 68 456 - 22 1,218 2,074
=============== ============ ============= ========== =========== =========== ========== =========== =========
Segment assets 4,464 203 60,999 3,094 1,255 104,524 86,169 260,708
=============== ============ ============= ========== =========== =========== ========== =========== =========
Segment
liabilities 596 3 1,911 1,138 2,277 51,087 16,568 73,580
=============== ============ ============= ========== =========== =========== ========== =========== =========
3 SegmentAL Information (continued)
Reconciliation of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Profit or loss US$'000
------------------------------------ ---------
Total loss for reportable segments (11,570)
Other non-reportable segments (1,759)
Finance income 1,249
Others (1,249)
Consolidated loss before taxation (13,329)
==================================== =========
3 SegmentAL Information (continued)
Six months ended 30 June 2021 - Unaudited
Addition
to
Finance Segment Segment non-current
US$'000 Revenue Depreciation Finance costs income assets liabilities assets
----------------- -------- ------------- -------------- ------------- ------------- ------------- -------------
Total reportable
segment 516 96 (3,593) 680 258,372 126,003 15
Other
non-reportable
segments - (144) (718) 719 10,189 54,673 -
----------------- -------- ------------- -------------- ------------- ------------- ------------- -------------
Consolidated
total 516 (48) (4,311) 1,399 268,561 180,676 15
================= ======== ============= ============== ============= ============= ============= =============
3 SegmentAL Information (continued)
Six months ended 30 June 2020 - Unaudited
Addition
Finance Finance Segment to non-current
US$'000 Revenue Depreciation costs income Segment assets liabilities 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
================= ========= ============= ======== ======== ================== ================== ================
3 SegmentAL Information (continued)
Year ended 31 December 2020 -Audited
Additions
to
Finance Segment Segment non-current
US$'000 Revenue Depreciation Finance costs income assets liabilities assets
---------------- -------- ------------- -------------- ------------- -------------- ------------- -------------
Total
reportable
segment 1,329 (461) (9,903) 2,074 260,708 73,580 39
Other
non-reportable
segments - 366 (1,249) 1,249 10,149 102,817 -
---------------- -------- ------------- -------------- ------------- -------------- ------------- -------------
Consolidated
total 1,329 (95) (11,152) 3,323 270,857 176,397 39
================ ======== ============= ============== ============= ============== ============= =============
3 SegmentAL Information (continued)
Geographical Information - six months ended 30 June 2021 -
Unaudited
Malaysia Vietnam Consolidated
US$'000 US$'000 US$'000
-------------------- --------- -------- -------------
Revenue 516 - 516
Non-current assets 9,164 422 9,586
==================== ========= ======== =============
Geographical Information - six months ended 30 June 2020 -
Unaudited
Malaysia Vietnam Consolidated
US$'000 US$'000 US$'000
-------------------- --------- -------- -------------
Revenue - - -
Non-current assets 5,907 3,985 9,892
==================== ========= ======== =============
Geographical Information - year ended 31 December 2021 -
Audited
Malaysia Vietnam Consolidated
US$'000 US$'000 US$'000
-------------------- --------- -------- -------------
Revenue 1,329 - 1,329
Non-current assets 9,489 444 9,933
==================== ========= ======== =============
In the financial period/year ended 30 June 2021; 30 June 2020;
31 December 2020, 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
2021 2020 2020
US$'000 US$'000 US$'000
Direct costs attributable
to:
Completed Units 416 3 950
416 3 950
--------------------------- ----------- ----------- -------------
6 Foreign exchange (LOSS)/GAIN
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
-------------------------------- ----------- ----------- -------------
Foreign exchange gain/(loss)
comprises:
Realised foreign exchange loss (3) (25) (24)
Unrealised foreign exchange
gain/(loss) 855 (998) (1,027)
852 (1,023) (1,051)
-------------------------------- ----------- ----------- -------------
7 Taxation
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
Current tax expense 38 4 139
Deferred tax credit - - 48
-------------------------------- ----------- ----------- --------------
Total tax expense/(income) for
the period/year 38 4 187
-------------------------------- ----------- ----------- --------------
The numerical reconciliation between the income tax expense and
the product of accounting results multiplied by the applicable tax
rate is computed as follows:
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
Net loss before taxation (3,220) (8,284) (13,329)
--------------------------------------- ----------- ----------- -------------
Income tax at rate of 24% (773) (1,988) (3,199)
Add :
Tax effect of expenses not deductible
in determining taxable profit 759 3,274 3,781
Current year losses and other
tax benefits for which no deferred
tax asset was recognised 406 687 3,076
Tax effect of different tax rates
in subsidiaries 361 476 162
Less :
Tax effect of income not taxable
in determining taxable profit (715) (2,064) (3,752)
(Under)/Over provision in respect
of prior period/year - (381) 119
--------------------------------------- ----------- ----------- -------------
Total tax expense for the period/year 38 4 187
--------------------------------------- ----------- ----------- -------------
7 Taxation (Continued)
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 Per Share
Basic and diluted loss per ordinary share
The calculation of basic and diluted loss per ordinary share for
the period/year ended was based on the loss attributable to equity
holders of the parent and a weighted average number of ordinary
shares outstanding, calculated as below:
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
Loss attributable to equity
holders of the parent ( US$'000) (1,732) (6,485) (10,216)
Weighted average number of
shares 198,691,000 198,691,000 198,691,000
Loss per share
Basic and diluted (US cents) (0.87) (3.26) (5.16)
----------------------------------- ------------------- ------------------- -----------------
9 Loans and Borrowings
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
--------------------------- ---------- ---------- -------------------
Non-current
Bank loans 26,634 25,165 21,925
Finance lease liabilities - 153 1
26,634 25,318 21,926
--------------------------- ---------- ---------- -------------------
Current
Bank loans 26,94 3 27,949 29,631
Finance lease liabilities 43 233 180
---------------------------- ---------- ---------- -------------------
26,98 6 28,182 29,811
--------------------------- ---------- ---------- -------------------
53,62 0 53,500 51,737
--------------------------- ---------- ---------- -------------------
The effective interest rates on the bank loans and finance lease
arrangement for the period ranged from 5.79% to 11.30% (30 June
2020: 5.55% to 12.50%; 31 December 2020: 6.10% to 11.30%) 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 1 Foreign
January Drawdown Repayment exchange As at 30
2021 of loan of loan movements June 2021
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
------------ --------- --------- ---------- ----------- -----------
Bank loans 51,556 2,674 (481) (17 2 ) 53,57 7
Total 51,556 2,674 (481) (17 2 ) 53,57 7
========= ========= ========== =========== ===========
As at 1 Foreign
January Drawdown Repayment exchange As at 30
2020 of loan of loan movements June 2020
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
------------ --------- --------- ---------- ----------- -----------
Bank loans 53,070 6,998 (2,496) (4,072) 53,500
Total 53,070 6,998 (2,496) (4,072) 53,500
========= ========= ========== =========== ===========
9 Loans and Borrowings (Continued)
As at 1 Foreign As at 31
January Drawdown Repayment exchange December
2020 of loan of loan movements 2020
Audited US$'000 US$'000 US$'000 US$'000 US$'000
------------ --------- --------- ---------- ----------- ----------
Bank loans 53,070 3,148 (4,879) 217 51,556
Total 53,070 3,148 (4,879) 217 51,556
========= ========= ========== =========== ==========
As at 1 Repayment Foreign As at 30
January of lease Interest exchange June
2021 payment expenses movements 2021
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
------------------- --------- ---------- ---------- ----------- ---------
Lease Liabilities 181 (227) 12 77 43
Total 181 (227) 12 77 43
========= ========== ========== =========== =========
As at 1 Repayment Foreign As at 30
January of lease Interest exchange June
2020 payment expenses movements 2020
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
------------------- --------- ---------- ---------- ----------- ---------
Lease Liabilities 611 (224) - (1) 386
Total 611 (224) - (1) 386
========= ========== ========== =========== =========
As at 1 Repayment Foreign As at 31
January of lease Interest exchange December
2020 payment expenses movements 2020
Audited US$'000 US$'000 US$'000 US$'000 US$'000
------------------- --------- ---------- ---------- ----------- ----------
Lease Liabilities 611 (463) 23 10 181
Total 611 (463) 23 10 181
========= ========== ========== =========== ==========
10 Medium Term Notes
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
------------------------------- ---------- ---------- ------------
Outstanding medium term notes 43,609 (38,060) 40,570
Net transaction costs (161) (182) (370)
Less:
Repayment due within twelve
months* (43,448) (37,878) (40,200)
------------------------------- ---------- ---------- ------------
Repayment due after twelve - - -
months
------------------------------- ---------- ---------- ------------
10 Medium Term Notes (continued)
* Includes net transaction costs in relation to medium term
notes due within twelve months of US$0.67 million. (30 June 2020:
US$0.18 million; 31 December 2020: US$0.37 million)
Reconciliation of movement of medium term notes to cash flows
arising from financing activities:
As at 1 Foreign As at
January Drawdown Non-cash exchange 30 June
2021 of loan adjustment movements 2021
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
--------------------- --------- --------- ------------ ----------- ---------
Medium Term Notes 40,200 4,411 200 (1,363) 43,448
--------- --------- ------------ ----------- ---------
As at 1 Foreign
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$'000
--------------------- --------- --------- ---------- ----------- -----------
Medium Term Notes 36,142 2,605 - (869) 37,787
--------- --------- ---------- ----------- -----------
As at 1 Foreign As at 31
January Drawdown Repayment exchange December
2020 of loan of loan movements 2020
Audited US$'000 US$'000 US$'000 US$'000 US$'000
--------------------- --------- --------- ---------- ----------- ----------
Medium Term Notes 36,142 3,378 - 680 40,200
========= ========= ========== =========== ==========
The medium term notes ("MTNs") were issued pursuant to a
programme with a tenor of ten (10) years from the first issue date
of the notes. The MTNs were issued by a subsidiary, to fund two
development projects known as Sandakan Harbour Square and Aloft
Kuala Lumpur Sentral ("AKLS") in Malaysia.
In 2016, the Group completed the sale of the AKLS. The net
adjusted price value for the sale of AKLS, which included the sale
of the entire issued share capital of ASPL M3B Limited and Iringan
Flora Sdn. Bhd. (the "Aloft Companies") were used to redeem the MTN
Series 2 and Series 3. Following the completion of the disposal of
AKLS, US$96.25 million (RM394.0 million) of MTN associated with the
AKLS (Series 3) and the Four Points Sheraton Sandakan (Series 2)
were repaid on 19 August 2016. The charges in relation to AKLS was
also discharged following the completion of the disposal.
In 2017, Silver Sparrow Berhad ("SSB") obtained consent from the
lenders to utilise proceeds of US$4.64 million in the Sales
Proceeds Account and Debt Service Reserve Account to partially
redeem the MTNs in November 2017. SSB also secured "roll-over" for
the remaining MTNs of US$24.43 million which is due on 10 December
2019 and 8 December 2020, it is now repayable on 8 December 2021.
The MTNs are rated AAA.
No repayments were made in the current financial period.
10 Medium Term Notes (continued)
The weighted average interest rate of the MTN was 6.02% per
annum at the statement of financial position date. The effective
interest rates of the MTN and their outstanding amounts are as
follows:
Interest rate
Maturity Dates % per annum US$'000
---------------------- ------------------ -------------- ----------
Series 1 Tranche FGI 8 Dec 2021 6.02 13,726
Series 1 Tranche BG 8 Dec 2021 6.02 10,354
24,080
----------------------------------------- -------------- ----------
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 the Company;
(vi) letter of undertaking from the Company to provide financial
and other forms of support to ICSD Ventures Sdn. Bhd. to finance
any cost overruns associated with the development of the Sandakan
Harbour Square;
(vii) assignment of all its present and future rights, interest
and benefits under the ICSD Ventures Sdn. Bhd.'s Put Option
Agreements in favour of Danajamin, Malayan Banking Berhad and OCBC
Bank (Malaysia) Berhad (collectively as "the guarantors") where
once exercised, the sale and purchase of HMS and SHA shall take
place in accordance with the provision of the Put Option Agreement;
and the proceeds from HMS and SHA will be utilised to repay the
MTNs;
(viii) assignment over the disbursement account, revenue
account, operating account, sale proceed account, debt service
reserve account and sinking fund account of Silver Sparrow Berhad;
revenue account of ICSD Venture Sdn. Bhd;
(ix) assignment of all ICSD Ventures Sdn. Bhd's present and
future rights, title, interest and benefits in and under the
insurance policies; and
(x) a first legal charge over all the shares of Silver Sparrow
Berhad, ICSD Ventures Sdn. Bhd. and any dividends, distributions
and entitlements.
10 Medium Term Notes (continued)
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 (R M90.0 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$21.02 million (RM90.0
million) at any one time. The details of the drawdown schedule were
as follow s :
Initial Issue First Rolled-over Second Rolled-over
----------------------------------- ---------------------------------- -------------------------------
Tranche RM Tranche RM Tranche RM
Number Date ('000) Number Date ('000) Number Date ('000)
----------- -------- ------------ ---------- ------- ------------- ---------- ------- ----------
Tranche 10 Jun Tranche 10 Jun Tranche 10 Jun
1-23 2019 22,850 63-83 2020 20,950 124-142 2021 20,950
Tranche 30 Sep Tranche 30 Sep
24-31 2019 9,600 84-91 2020 9,600
Tranche 7 Oct Tranche 7 Oct
32-49 2019 17,100 92-109 2020 17,100
Tranche 25 Feb Tranche 25 Feb
50-62 2020 15,350 110-122 2021 15,350
Tranche 9 Jun
123 2021 18,100
----------- -------- ------------ ---------- ------- ------------- ---------- ------- ----------
The weighted average interest rate of the loan was 6.2% per
annum at the statement of financial position date. The effective
interest rates of the medium term notes and their outstanding
amounts were as follows:
Maturity
Interest rate
Maturity Dates % per annum US$'000
----------------- ------------------ -------------- ----------
Tranche 84-91 1 Oct 2021 6.0 2,312
Tranche 92-109 8 Oct 2021 6.0 4,118
Tranche 110-122 28 Feb 20 22 6.0 3,696
Tranche 123 10 Jun 202 2 7.0 4,358
Tranche 124-142 13 Jun 202 2 6.0 5,045
19,529
------------------------------------ -------------- ----------
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;
(j)
10 Medium Term Notes (continued)
(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;
(k) A letter of undertaking from Aseana Properties Limited to,
amongst others, purchase the Secured Assets ("Letter of
Undertaking"); and/or
10 Medium Term Notes (continued)
(c) 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
2021 2020 2020
US$'000 US$'000 US$'000
------------------------------------- ----------- ----------- ------------------------
ICB Group of Companies
Accounting and financial reporting
services fee charged by an ICB - 208
subsidiary -
Accrued interest on shareholders
advance payable by ICB 356 - 227
Accrued interest on a contract
payment by an ICB subsidiary 70 - 83
Construction progress claim charged
by ICB subsidiary - 604 -
Hosting and IT support services
charged by an ICB subsidiary 2 38 -
Marketing commission charged
by an ICB subsidiary 7 8 -
Rental expenses charge by an
ICB subsidiary 29 36 -
Secretarial and administrative
services fee charged by an ICB 371 -
subsidiary -
Key management personnel
Remuneration of key management
personnel - Directors' fees 146 312 233
Remuneration of key management
personnel - Salaries 125 47 67
------------------------------------- ----------- ----------- ------------------------
11 Related Party Transactions (continued)
Transactions between the Group and other significant related
parties are as follows:
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
US$'000 US$'000 US$'000
--------------------------------- ----------- ----------- -------------
Non-controlling interests
Advances - non-interest bearing
Other related parties 193 578 731
Disposal of subsidiaries - - 3,936
--------------------------------- ----------- ----------- -------------
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.
The outstanding amounts due from/ (to) ICB and its group of
companies as at 30 June 2021, 30 June 2020 and 31 December 2020 are
as follows:
Unaudited Audited
As at Unaudited As at
30 June As at 31 December
2021 30 June 2020 2020
US$'000 US$'000 US$'000
---------------------------- ---------- -------------- -------------
Net amount due from an ICB
subsidiary 1,945 4,555 1,953
Net amount due from ICB 5,109 3,692 3,381
---------------------------- ---------- --------------
The outstanding amounts due from/ (to) the other significant
related parties as at 30 June 2021, 30 June 2020 and 31 December
2020 are as follows:
Audited
Unaudited Unaudited As at
As at As at 31 December
30 June 2021 30 June 2020 2020
US$'000 US$'000 US$'000
--------------------------------- -------------- -------------- -------------
Non-controlling interests
Advances - non-interest bearing (10,830) (10,923) (11,370)
--------------------------------- -------------- -------------- -------------
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 2021.
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.
14 EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE
On 25th August, 2021 the Company announced that it had entered
into a binding agreement to sell its entire interest in both the
City International Hospital and the adjacent International
Healthcare Park in HCM. The terms of the transaction are subject to
approvals from regulatory authorities as well as conditions to
completion. It is expected the completion will take several months.
Once completed, the Company will have no assets in Vietnam.
On 9th September, 2021 the Company announced it had entered into
a conditional agreement to sell the remaining 58 unsold residences
at The Ruma Hotel & Residences in Kuala Lumpur. Gross sale
price is MYR 85.3m (approximately US $20.5m) and is subject to
final due diligence by the Buyer as well as receipt of government
approval for the sale to a foreign investor. Expected completion
will take place within 8 months.
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 19 of the Company's
Annual Report for 2020, 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
16 September 2021
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END
IR DKABPBBKDPCD
(END) Dow Jones Newswires
September 16, 2021 09:01 ET (13:01 GMT)
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