TIDMPALM
RNS Number : 1794P
Asian Plantations Limited
29 September 2011
29 September 2011
Asian Plantations Limited
("APL" or the "Company")
Interim Results for the Six Months ended 30 June 2011 &
Proposed Acquisition
Asian Plantations Limited (LSE: PALM), a palm oil plantation
company with operations in Malaysia, is pleased to announce its
unaudited interim results for the six month period ending 30 June
2011.
Highlights
-- Sale of 1,233 tonnes fresh fruit bunches ("FFB") sold at an
average price of RM671 (circa. US$221) per tonne.
-- Fundraise of GBP16 million (circa. US$25 million) on 28
February 2011, via an institutional placing at 220 pence per share,
representing a premium of 193 per cent. to the Company's admission
price of 75 pence per share on 30 November 2009.
-- Subsequent to the end of the period under review, on 17
August 2011, the Company raised an additional US$2.1 million, via
the issuance of a convertible bond with an effective conversion
price of 309 pence per share based on current exchange rates.
-- On 25 August 2011, the announcement of the acquisition of the
partly developed 5,000 hectare Dulit estate adjacent to the
Company's existing Incosetia estate. The Dulit estate is expected
to generate in excess of 22,000 tonnes of FFB in 2012. This
acquisition brings the Company's total land resource to 20,645
hectares, in line with its growth objectives stated at
admission.
-- Aggressive planting programme remains on track and the
Company expects its current land resource, including that of the
Dulit estate, to be fully planted by early 2014.
-- The Company's mill is currently under construction and the
requisite state approvals have been secured. The mill is expected
to be operational in 4Q 2012.
Tan Sri Datuk Linggi, Non-Executive Chairman of APL,
commented:
"We are now into our fourth year of significant investment and
land development. Based on the current planting schedule and pro
forma for the closing of the recently announced Dulit acquisition,
we expect to harvest approximately 50,000 tonnes of FFB in 2012,
with an eventual target of over 500,000 tonnes per annum, as all
four existing fields fully mature in the years ahead.
"The recently announced Dulit acquisition achieves our
previously stated strategy to achieve a land resource of titled,
Malaysian agricultural land in excess of 20,000 hectares by
November 2011, two years following the Company's admission to AIM.
Further, we anticipate that at the time the Dulit acquisition
successfully completes, three of the Company's four estates will be
revenue producing.
"All indicators point to increased scarcity for Malaysian titled
land, a relative tightness in global edible oil inventories and
rising global awareness about the importance of palm oil in the
global food supply chain. Coupling these trends with a healthy
edible oil price environment, the board of APL (the "Board")
believes that its strategy of assembling properly titled, land
parcels in Malaysia, an investment grade rated country, will
generate long term substantial value for the Company's
shareholders."
Proposed Acquisition
In addition, the Board announces that a subsidiary of the
Company has recently entered into a conditional agreement for the
proposed acquisition of a Malaysian company (the "Proposed Target")
for a total maximum consideration of up to US$22 million. The
Proposed Target holds a 60 per cent. equity interest in a joint
venture company that will have ownership over two distinct land
parcels in Sarawak, Malaysia (the "Proposed Acquisition"). The land
parcels, the size of which remains subject to a land survey but
which the Board estimates to aggregate up to approximately 20,000
hectares, are to be jointly developed pursuant to a joint venture
agreement between the Proposed Target and a Sarawak
Government-linked entity. In respect of the Proposed Acquisition,
the completion of which remains subject to Board approval, the
Company has paid a refundable deposit of RRM7.9 million (US$2.5
million) to the Proposed Target until completion of APL's due
diligence exercise, expected to be within two to three months, at
which point the Board will decide whether to further pursue the
opportunity. In the event that the Board decides to pursue the
Proposed Acquisition, APL will seek to secure the required funding
via a combination of an equity fundraise and/or a new debt
facility. A further announcement will be made in due course.
For further information contact:
Asian Plantations Limited Tel: +65 6325 0970
Dennis Melka, Joint Chief Executive
Officer
Graeme Brown, Joint Chief Executive
Officer
Strand Hanson Limited Tel: +44 (0) 20 7409 3494
James Harris
Paul Cocker
Liam Buswell
Panmure Gordon (UK) Limited Tel: +65 6824 8204
Tom Nicholson Tel: +44 (0) 20 7459 3600
Callum Stewart
Bankside Consultants Tel: +44 (0) 20 7367 8871
Simon Rothschild
Interim Condensed Consolidated Income Statement
for the six-month period ended 30 June 2011
Six Months Six Months
Ended Ended
Note 30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Revenue 274 101
Cost of sales (167) (78)
Gross profit 107 23
Other income 6 141 18
Other items of expenses
Administrative expenses 7 (1,296) (942)
Other expenses 8 (1,334) (543)
Finance expenses 9 (802) (565)
Loss before taxation (3,184) (2,009)
Income tax expense 10 209 -
Loss for the period (2,975) (2,009)
Loss attributable to :
Owners of the Company (2,975) (2,009)
=========== ===========
Loss per share attributable
to owners of the Company
(cents per share)
Basic 11 (7.7) (6.8)
Diluted 11 (7.7) (6.8)
The accompanying accounting policies and explanatory notes form
an integral part of the financial statements.
Interim Condensed Consolidated Statement of Comprehensive
Income
for the six-month period ended 30 June 2011
Six Six
Months Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Loss for the period (2,975) (2,009)
Other comprehensive income:
Foreign currency translation
adjustments 764 612
Total comprehensive income for
the period (2,211) (1,397)
Total comprehensive income
attributable to:
Owners of the Company (2,211) (1,397)
The accompanying accounting policies and explanatory notes form
an integral part of the financial statements.
Interim Condensed Consolidated Statement of Financial Position
as at 30 June 2011
Note 30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
Non-current assets
Property, plant and equipment 12 11,904 9,576
Biological assets 13 14,365 11,022
Land use rights 14 33,933 33,546
Goodwill on consolidation 7,726 7,560
Total non-current assets 67,928 61,704
Current assets
Inventories 238 122
Trade and other receivables 464 193
Prepaid operating expenses 674 165
Cash and cash equivalents 15 22,438 1,247
Total current assets 23,814 1,727
Total assets 91,742 63,431
Current liabilities
Trade and other payables 820 795
Other liabilities 515 253
Loans and borrowings 16 2,156 2,267
Derivative financial instruments 17 502 -
---------- -----------
Total current liabilities 3,993 3,315
-----------
Non-current liabilities
Loans and borrowings 16 40,614 36,304
Convertible bonds 17 865 -
Deferred tax liabilities 5,734 5,810
Total non-current liabilities 47,213 42,114
Total liabilities 51,206 45,429
Net assets 40,536 18,002
Interim Condensed Consolidated Statement of Financial Position
as at 30 June 2011 (cont'd)
Note 30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
Attributable to owners of the
Company
Share capital 18 66,956 42,211
Other reserves (18,231) (18,995)
Accumulated losses (8,189) (5,214)
Total equity 40,536 18,002
The accompanying accounting policies and explanatory notes form
an integral part of the financial statements.
Interim Condensed Consolidated Statement of Changes in
Equity
for the six-month period ended 30 June 2011
Attributable to equity holders
of the Company
-----------------------------------------
Share Other Accumulated Total
capital reserves losses equity
USD'000 USD'000 USD'000 USD'000
For the six months ended 30.6.2011
Unaudited
At 1 January 2011 42,211 (18,995) (5,214) 18,002
Loss for the period - - (2,975) (2,975)
Other comprehensive income
Foreign currency translation
adjustments - 764 - 764
Total comprehensive income for
the period - 764 (2,975) (2,211)
Issuance of ordinary shares for
cash 25,752 - - 25,752
Share issuance expenses (1,007) - - (1,007)
At 30 June 2011 66,956 (18,231) (8,189) 40,536
For the six months ended 30.6.2010
Unaudited
At 1 January 2010 35,459 (20,452) (1,748) 13,259
Loss for the period - - (2,009) (2,009)
Other comprehensive income
Foreign currency translation
adjustments - 738 (126) 612
Total comprehensive income for
the period - 738 (2,135) (1,397)
At 30 June 2010 35,459 (19,714) (3,883) 11,862
The accompanying accounting policies and explanatory notes form
an integral part of the financial statements.
Interim Condensed Consolidated Statement of Cash Flows
for the six-month period ended 30 June 2011
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Cash flows from operating activities
Loss before taxation (3,184) (2,009)
Adjustments for:
Amortisation of land use rights 315 198
Depreciation of property, plant
and equipment 68 22
Gain on disposal of property, plant
and equipment (1) -
Loss arising from changes in fair
value of convertible bond 299 -
Interest income (59) -
Interest expense 802 565
Unrealised gain on foreign exchange (51) -
Currency realignment - (38)
Operating cash flows before changes
in working capital (1,811) (1,262)
Increase in inventories (114) (38)
(Increase)/decrease in trade and
other receivables (287) 1
Increase in other assets (506) (51)
Increase/(decrease) in trade and
other payables 268 (316)
Cash flows used in operations (2,450) (1,666)
Tax refund 20 -
Interest received 59 -
Interest paid (1,346) (638)
Net cash used in operating activities (3,717) (2,304)
Cash flows from investing activities
Proceeds from disposal of property,
plant and equipment 3 -
Purchase of property, plant and
equipment (2,074) (1,169)
Additions to biological assets (2,204) (1,387)
Net cash used in investing activities (4,275) (2,556)
Interim Condensed Consolidated Statement of Cash Flows
for the six-month period ended 30 June 2011 (cont'd)
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Cash flows from financing activities
Proceeds from issuance of ordinary
shares 25,752 -
Share issuance expenses (1,007) -
Proceed from convertible bond 1,000 -
Repayment of term loan (3) -
Drawdown of term loans 3,268 2,226
Repayment of finance lease (49) (18)
Net cash generated from financing
activities 28,961 2,208
Net increase/(decrease) in cash
and cash equivalents 20,969 (2,652)
Effect of exchange rates on cash
and cash equivalents 450 214
Cash and cash equivalents, beginning
balance 1,019 4,174
Cash and cash equivalents, ending
balance
(Note 15) 22,438 1,736
The accompanying accounting policies and explanatory notes form
an integral part of the financial statements.
1. General Information
(a) Corporate information
Asian Plantations Limited (the "Company") is a limited liability
company incorporated and domiciled in the Republic of Singapore and
listed on the Alternative Investment Market ("AIM") of the London
Stock Exchange.
The registered office of the Company is located at No.14 Ann
Siang Road, #02-01, Singapore 069694.
The principal activity of the Company is that of investment
holding. The principal activities of the subsidiaries are
development of oil palm plantation.
(b) Subsidiaries
As disclosed in the Group's annual financial statements as at 31
December 2010, the Group acquired Fortune Plantation Sdn. Bhd on 31
December 2010. The goodwill on acquisition of USD2,712,000
continues to be determined on a provisional basis as the purchase
price allocation has not been completed by the date the interim
financial statements was authorised for issue.
During the financial period, the Company acquired two new
subsidiaries. The two new subsidiaries are dormant companies and
therefore do not have a material effect on the financial results
and financial position of the Group. There is no acquisition
related expenses arising from the acquisition of these
subsidiaries.
2. Basis of preparation and changes to the Group's accounting
policies
Basis of preparation
The interim condensed consolidated financial statements for the
six months ended 30 June 2011 are unaudited and do not include all
the information and disclosures required in the annual financial
statements, and should be read in conjunction with the Group's
annual financial statements as at 31 December 2010.
The interim condensed consolidated financial statements have
been prepared in accordance with International Financial Reporting
Standards ("IFRS") as issued by the International Accounting
Standards Board ("IASB").
The accounting policies, presentation and methods of computation
have been followed in these unaudited financial statements as were
applied in the preparation of the Group's annual financial
statements for the year ended 31 December 2010.
The financial statements are presented in United States Dollars
("USD") to facilitate the comparison of financial results with
companies in the oil-palm industry and all values are rounded to
the nearest thousand ("USD'000") except when otherwise
indicated.
The interim condensed consolidated financial statements for the
six months ended 30 June 2011 was approved by the Directors on 30
September 2011.
2. Basis of preparation and changes to the Group's accounting
policies (cont'd)
New standards, interpretations and amendments thereof, adopted
by the Group
The accounting policies adopted in the preparation of the
interim condensed consolidated financial statements are consistent
with those followed in the preparation of the Group's annual
financial statements for the year ended 31 December 2010, except
for the adoption of new standards and interpretations as of 1
January 2011, noted below:
IAS 24 Related Party Transactions (Amendment)
The IASB has issued an amendment to IAS 24 that clarifies the
definitions of a related party. The new definitions emphasise a
symmetrical view of related party transactions as well as
clarifying in which circumstances persons and key management
personnel affect related party relationships of an entity.
Secondly, the amendment introduces an exemption from the general
related party disclosure requirements for transactions with a
government and entities that are controlled, jointly controlled or
significantly influenced by the same government as the reporting
entity. The adoption of the amendment did not have any impact on
the financial position or performance of the Group.
IAS 32 Financial Instruments: Presentation (Amendment)
The amendment alters the definition of a financial liability in
IAS 32 to enable entities to classify rights issues and certain
options or warrants as equity instruments. The amendment is
applicable if the rights are given pro rate to all the existing
owners of the same class of an entity's non-derivative equity
instruments, to acquire a fixed number of the entity's own equity
instruments for a fixed amount in any currency. The amendment has
no effect on the financial position or performance of the
Group.
IFRIC 14 Prepayments of a Minimum Funding Requirements
(Amendment)
The amendment removes an unintended consequence when an entity
is subject to minimum funding requirements ("MFR") and makes an
early payment of contributions to cover such requirements. The
amendment permits a prepayment of future service cost by the entity
to be recognised as pension asset. The Group is not subject to
minimum funding requirements in the Republic of Singapore. The
amendment to the interpretation therefore had no effect on the
financial position or performance of the Group.
Improvements to IFRS (issued May 2010)
In May 2010, the IASB issued its third omnibus of amendments to
its standards, primarily with a view to removing inconsistencies
and clarifying wording. There are separate transitional provisions
for each standard. The adoption of the following amendments
resulted in changes to accounting policies, but did not have any
impact on the financial position or performance of the Group.
IFRS 3 Business combinations: The measurement options available
for non-controlling interest ("NCI") have been amended. Only
components of NCI that constitute a present ownership interest that
entitles their holder to a proportionate share of the entity's net
assets in the event of liquidation shall be measured at either fair
value or at the present ownership instruments' proportionate share
of the acquiree's identifiable net assets. All other components are
to be measured at their acquisition date fair value.
2. Basis of preparation and changes to the Group's accounting
policies (cont'd)
New standards, interpretations and amendments thereof, adopted
by the Group (cont'd)
IFRS 7 Financial Instruments - Disclosures: The amendment was
intended to simplify the disclosures provided by reducing the
volume of disclosures around collateral held and improving
disclosures by requiring qualitative information to put the
quantitative information in context.
IAS 1 Presentation of Financial Statements: The amendment
clarifies that an option to present an analysis of each component
of other comprehensive income may be included either in the
statement of changes in equity or in the notes to the financial
statements.
IAS 34 Interim Financial Statements: The amendment requires
additional disclosures for fair values and changes in
classification of financial assets, as well as changes to
contingent assets and liabilities in interim condensed financial
statements.
Other amendments resulting from improvements to IFRS to the
following standards did not have any impact on the accounting
policies, financial position or performance of the Group:
IFRS 3 Business Combinations - Clarification that contingent
consideration arising from business combination prior to adoption
of IFRS 3 (as revised in 2008) are accounted for in accordance with
IFRS 3 (2005).
IFRS 3 Business Combinations - Unreplaced and voluntarily
replaced share-based payment awards and its accounting treatment
within a business combination.
IAS 27 Consolidated and Separate Financial Statements - applying
the IAS 27 (as revised in 2008) transition requirements to
consequentially amended standards.
IFRIC 13 Customer Loyalty Programmes - in determining the fair
value of award credits, an entity shall consider discounts and
incentives that would otherwise be offered to customers not
participating in the loyalty programme.
Standards, interpretation or amendment issued but not yet
effective
The Group has not early adopted any standard, interpretation or
amendment that has been issued but is not yet effective.
3. Significant accounting judgements and estimates
The preparation of the consolidated financial statements
requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities at the
end of the reporting date. However, uncertainty about these
assumptions and estimates could result in outcomes that could
require a material adjustment to the carrying amount of the asset
or liability affected in the future period.
3. Significant accounting judgements and estimates (cont'd)
3.1 Judgements made in applying accounting policies
In the process of applying the Group's accounting policies,
management has made the following judgements, apart from those
involving estimations, which has the most significant effect on the
amounts recognised in the consolidated financial statements:
(a) Determination of functional currency
The Group continues to determine its functional currencies to be
RM based on management's assessment of the economic environment in
which the entities operate and the entities' process of determining
sales prices.
(b) Fair value of biological assets (immature plantation)
Biological assets are stated at fair value. Management maintain
the judgement that cost approximates fair value of the biological
asset for immature plantation because it involved a new oil palm
plantation and that little biological transformation has taken
place since its initial cost incurrence. The carrying amount of the
immature plantation as at 30 June 2011 is USD12,278,000 (31
December 2010: USD8,927,000).
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources
of estimation uncertainty at the end of each reporting date, that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year are discussed below:
(a) Biological assets (mature plantation)
The Group continues to measure its mature plantation included in
the biological assets at fair value less estimated costs to sell,
based on discounted cash flow model. The carrying amount of the
mature plantation as at 30 June 2011 is USD960,000 (31 December
2010: USD940,000). Further details of the key assumptions used are
disclosed in Note 13.
(b) Useful lives of property, plant and equipment
There are no changes to the estimated economic useful life of
property, plant and equipment of within 5 to 25 years.
(c) Impairment of non-financial assets
Goodwill arising from business combinations is allocated to the
cash-generating unit, namely the plantation estate, for the purpose
of impairment testing. Management continues to assess for
impairment based on value-in-use calculations using cash flow
projections, covering a period of 25 productive years of oil palms,
based on financial budgets approved by management. Based on
management's analysis, goodwill is not impaired as at 30 June
2011.
4. Seasonality of operations
The Group's plantation operations are affected by seasonal crop
production, weather conditions and fluctuating commodity prices. As
a result, the comparison of half-year to half-year results may not
be a good indicator of the overall trend of the Group's plantation
operations or of the results for the whole of the financial
period.
5. Operating segment information
The Group continues to be organised as one segment and the Chief
Operating Decision Makers review the profit or loss of the entity
as a whole, which is the plantation segment and in one geographical
location, Malaysia.
6. Other income
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Short term deposits interest
income 60 18
Sale of seedlings 81 -
141 18
========== ==========
7. Administrative expenses
Included in administrative expenses are audit, tax, legal and
other professional fees amounting to USD345,000 (six months ended
30.6.2010: USD464,000).
8. Other expenses
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Loss arising from changes in
fair value of embedded derivative
of the convertible bond 299 -
Net foreign exchange loss 493 -
Repair and maintenance 164 133
Motor vehicle running expenses 1 -
Amortisation of land use rights 315 198
Cost of seedlings sold 62 -
Acquisition of subsidiary related
expenses - 212
1,334 543
========== ==========
9. Finance expenses
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Interest expense on loans
and borrowings 726 565
Interest expense on convertible
bond 9
Accretion of interest on the
convertible bond 67 -
802 565
========== ==========
10. Income tax expense
The major components of income tax expense in the interim
consolidated income statement are:
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Over provision of income
tax expense in prior period (11) -
Deferred income tax expense
related to origination and
reversal of deferred taxes (198) -
Total income tax expense (209) -
========== ==========
11. Loss per share
Basic loss per share are calculated by dividing loss, net of
tax, attributable to owners of the Company by the weighted average
number of ordinary shares outstanding during the period.
The following tables reflect the loss and share data used in the
computation of basic loss per share for the respective periods:
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Loss for the period attributable
to owners of the Company (2,975) (2,009)
11. Loss per share (cont'd)
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
Number of Number of
shares shares
'000 '000
Weighted average number
of ordinary shares for basic
and diluted loss per share
computation* 38,387 29,577
* The weighted average number of ordinary shares takes into
account the weighted average
effect of changes in ordinary shares transactions during the
period.
The unsecured convertible bonds of USD1 million issued during
the period have not been included in the calculation of diluted
earnings per share because they are anti-dilutive.
12. Property, plant and equipment
30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
At cost
At 1 January 9,576 5,063
Additions 2,482 2,950
Disposal (2) -
Acquisition of subsidiaries - 1,286
Depreciation (363) (355)
Exchange differences 211 632
11,904 9,576
Depreciation of property,
plant and equipment capitalised
to biological assets: 295 312
13. Biological assets
30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
At fair value
At 1 January 11,022 6,093
Additions 3,110 4,121
Exchange differences 233 808
14,365 11,022
13. Biological assets (cont'd)
30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
Represented by:
Mature plantation 960 940
Immature plantation 12,278 8,927
Nursery 1,127 1,155
14,365 11,022
Mature oil palm trees produce fresh fruit bunches("FFBs") which
are used to produce Crude Palm Oil ("CPO"). The fair values of oil
palm plantations are determined by using the discounted future cash
flows of the underlying plantations. The expected future cash flows
of the oil palm plantations are determined using the projected
selling prices of CPO in the market.
Significant assumptions made in determining the fair values of
the mature oil palm plantations, using a discounted cash flow
model, are as follows:
(a) no new planting or re-planting activities are assumed;
(b) oil palm trees have an average life that ranges from 28
years (31.12.2010: 28 years), with the first three years as
immature and the remaining years as mature;
(c) discount rate used for the Group's plantation operations
which is applied in the discounted future cash flows calculation is
9.1% (31.12.2010: 9.6%);
(d) FFB price is derived by applying the oil extraction rate to
the estimated CPO price of USD735 (31.12.2010: USD741) per metric
tonne; and
(e) yield per hectare of oil palm trees is based on the standard
yield profile of the industry.
14. Land use rights
30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
At cost
At 1 January 33,546 20,950
Acquisition of subsidiaries - 10,702
Amortisation charge (315) (406)
Exchange differences 702 2,300
33,933 33,546
15. Cash and cash equivalents
For the purpose of the interim condensed consolidated statement
of cash flows, cash and cash equivalents comprised the
following:
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Cash at bank 18,051 508
Short term deposits 4,387 1,228
22,438 1,736
16. Loans and borrowings
30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
Current
Bank overdraft - 228
Short term revolving credit 1,987 1,946
Term loans 5 6
Obligation under finance
leases 164 87
2,156 2,267
Non-current
Term loans 39,969 35,950
Obligation under finance
leases 645 354
40,614 36,304
Total loans and borrowings
Bank overdraft - 228
Short term revolving credit 1,987 1,946
Term loans 39,974 35,956
Obligation under finance
leases 809 441
42,770 38,571
16. Loans and borrowings (cont'd)
30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
Maturity of borrowings
(excluding obligations
under finance leases)
Within one year 1,992 2,180
After one year but not
more than five
years 19,453 4,086
More than five years 20,516 31,864
41,961 38,130
Short-term revolving credit and term loans
The short term revolving credit is denominated in RM and bears
interest at the rate of the bank's cost of fund plus 2.5%. It is
repayable on demand and has a six months' rollover period upon
maturity.
The term loans are denominated in RM and bear interest ranging
from the rate of the bank's cost of fund plus 2% to 2.5% per annum
to base lending rate plus 1% per annum. They are repayable over 6
years after moratorium periods of 3 to 4 years.
The short term revolving credit and term loans are secured by
legal charges over the rights to use the long term leasehold land
of which the Group has prepaid the lease payments relating to the
land as disclosed in Note 14.
17. Convertible bond
30.6.2011 31.12.2010
Maturity USD'000 USD'000
Unaudited Audited
18 November
USD1 million 2014 865 -
========= ==========
The unsecured convertible bond of USD1 million, bears a cash
interest coupon of 1.75% per annum which is payable semi-annually
and has a maturity period of four years. The convertible bond may
be converted, in whole only, into 313,383 new ordinary shares of no
par value in the Company. This represents a conversion price of 201
pence per share, at any time until the maturity date at the
bondholder's election. In the event of non-conversion, the Company
shall redeem the convertible bond, in whole, on maturity date such
that the amount paid by the Company on redemption results in the
bondholder having achieved, in respect of the convertible bond,
including coupon payments, an internal rate of return of 10%.
17. Convertible bond (cont'd)
The carrying amount of liability component of the convertible
bond at end of reporting period at as follows:
30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
Face value of the convertible
bond 1,000 -
Less: Embedded derivative (203) -
Liability component at
initial recognition 797 -
Add: Accretion of interest
on the convertible bond 68
865 -
Embedded derivative relating to the conversion option of the
convertible bond is recorded as a "fair value through profit or
loss" financial instrument with a balance of USD502,000 as at 30
June 2011.
18. Share capital
30.6.2011 30.6.2011 31.12.2010 31.12.2010
No. of No. of
shares shares
'000 USD'000 '000 USD'000
Unaudited Unaudited Audited Audited
At 1 January 2011 / 1
January 2010 33,445 42,211 29,577 35,459
Issuance during the
period/year 7,272 25,752 3,868 6,752
Share issuance expense - (1,007) - -
At 30 June 2011 / 31 December
2010 40,717 66,956 33,445 42,211
- - - -
Issuance of shares
On 28 February 2011, the Company has issued an additional
7,272,728 shares amounting to GBP16,000,001 (equivalent to
USD25,752,000) via shares placement.
19. Commitments and contingencies
(a) Capital commitments
Capital commitments contracted for at the end of the reporting
period but not recognised in the financial statements are as
follows:
30.6.2011 31.12.2010
USD'000 USD'000
Unaudited Audited
Approved and contracted
for:
- property, plant and
equipment 909 337
Approved and not contracted
for:
- property, plant and
equipment 647 17,157
- biological assets 5,261 6,546
6,817 24,040
(b) Contingencies
The Group does not have contingent liabilities as at 30 June
2011 and 31 December 2010.
(c) Operating lease commitments
As lessee
The Group has no operating lease commitments other than the land
use rights as mentioned in Note 14.
19. Commitments and contingencies (cont'd)
(d) Finance leases
30.6.2011 31.12.2010
Present Present
value of value of
Minimum minimum Minimum minimum
lease lease lease lease
payments payments payments payments
USD'000 USD'000 USD'000 USD'000
Unaudited Unaudited Audited Audited
Not later than
one year 212 164 115 87
Later than one
year but not
more than five
years 712 634 329 287
More than five
years 11 11 67 67
Total minimum
lease payments 935 809 511 441
Less: Amount
representing
finance charges (126) - (70) -
Present value
of minimum lease
payments 809 809 441 441
========== ========== ========== ===========
20. Related party disclosures
The following are the significant transactions between the Group
and related parties (who are not members of the Group) that took
place during the financial period ended 30 June 2011 and 30 June
2010 at the terms agreed between the parties, which are conducted
at arm's length.
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Transactions with related parties
- Construction of estate housing 186 200
- Expenses payable 68 51
254 251
20. Related party disclosures (cont'd)
Compensation of key management personnel
Six Months Six Months
Ended Ended
30.6.2011 30.6.2010
USD'000 USD'000
Unaudited Unaudited
Directors' salaries 254 55
Directors' fees 97 15
Short term employee benefits 76 48
Contribution to defined contribution
plans 9 6
436 124
Comprise amounts paid to:
- Directors of the Company 351 70
- Other key management personnel 85 54
436 124
21. Events occuring after the reporting period
(a) Convertible unsecured bond
On 15 August 2011, the Company has issued convertible unsecured
bonds ("Convertible Bonds") amounting to USD2.1 million to an
existing shareholder of the Company and other investors. The
convertible bond bears a cash interest coupon of 2.50% per annum,
repayable semi-annually until the four year maturity in 2015 (the
"maturity date"). The Convertible Bonds may be converted, in
aggregate, into 434,700 new ordinary shares of no par value in the
Company. This represents a conversion price of 294 pence per share,
based on the current exchange rate, at any time until the Maturity
Date at the individual bondholder's election. This conversion price
represents a 17% premium to the closing price on 16 August 2011. In
the event of non-conversion, the Company shall redeem all
outstanding, non-converted Convertible Bonds, in whole, on the
Maturity Date, such that the amounts paid by the Company on
redemption result in the bondholders having achieved, in respect of
the Convertible Bonds, including coupon payments, an internal rate
of return of 10%.
(b) Proposed acquisition of semi-developed plantation land
On 25 August 2011, a subsidiary of the Group has entered into a
conditional agreement to acquire 5,000 hectares of semi-developed
plantation land (the "Dulit Estate") in Sarawak, Malaysia (the
"Proposed Acquisition"). The Dulit Estate, which shares a common
border with the Company's Incosetia Estate, consists of planted
area of 2,543 hectares with palms that are approximately 3 to 5
years old, with the remainder unplanted. The total maximum
consideration for the Proposed Acquisition, which is subject to,
inter alia, certain regulatory conditions and potential purchase
price adjustments amount to RM102 million (USD34.4 million).
21. Events occuring after the reporting period (cont'd)
(c) Proposed acquisition of 100% equity interest in a Malaysian
company
On 21 September 2011, a subsidiary of the Group has entered into
a conditional agreement for the proposed acquisition of a Malaysian
company (the "Proposed Target") for a total maximum consideration
of up to US$22 million. The Proposed Target holds a 60 per cent.
equity interest in a joint venture company that will have ownership
over two distinct land parcels in Sarawak, Malaysia (the "Proposed
Acquisition"). The land parcels, the size of which remains subject
to a land survey but which the Board estimates to aggregate up to
approximately 20,000 hectares, are to be jointly developed pursuant
to a joint venture agreement between the Proposed Target and a
Sarawak Government-linked entity.
In respect of the Proposed Acquisition, the completion of which
remains subject to Board approval, the Company has paid a
refundable deposit of RRM7.9 million (US$2.5 million) to the
Proposed Target until completion of APL's due diligence exercise,
expected to be within two to three months, at which point the Board
will decide whether to further pursue the opportunity. In the event
that the Board decides to pursue the Proposed Acquisition, APL will
seek to secure the required funding via a combination of an equity
fundraise and/or a new debt facility. A further announcement will
be made in due course.
-END-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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