TIDMVNL
RNS Number : 0980K
VinaLand Limited
23 August 2019
VinaLand Limited
Audited financial results for the twelve months ended 30 June
2019
VinaLand Limited ("the Company" or "VNL") today announces its
full year results for the twelve months ended 30 June 2019 ("the
Year").
Financial highlights:
-- Net asset value per share at 30 June 2019 of USD0.006 (30 June 2018: USD0.29).
Operational highlights:
-- During the year, VNL divested its three remaining holdings,
resulting in net proceeds of approximately USD38.4 million.
-- The Company made a distribution from its paid-in capital
totalling of USD45.45 million or 31 cents per ordinary share to
Shareholders.
The financial statements will be posted to shareholders and are
available on the Company's website at https://vnl.vinacapital.com
.
About VinaCapital:
Founded in 2003, VinaCapital is a leading investment management
and real estate development firm headquartered in Vietnam, with a
diversified portfolio of USD1.8 billion in assets under management.
The firm's flagship closed-ended VinaCapital Vietnam Opportunity
Fund Limited trades on the Main Market of the London Stock
Exchange. VinaCapital also manages several open-ended funds,
including the Forum One - VCG Partners Vietnam Fund, one of
Vietnam's leading UCITS-compliant funds, the Vietnam Access Fund,
numerous segregated accounts, and four domestic funds. VinaCapital
has joint ventures with Draper Fisher Jurvetson in venture capital
(DFJV), and Warburg Pincus in hospitality and lodging (Lodgis).
VinaCapital, which was named as "Best Fund House - Vietnam" for
2018 and 2019 by Asia Asset Management, has expertise spanning a
full range of asset classes including capital markets, private
equity, real estate, venture capital, and fixed income.
For more information about VinaCapital, please visit
www.vinacapital.com.
Enquiries:
Michael Truong / Joel Weiden
VinaCapital Investment Management Limited
Investor Relations / Communications
+84 28 3821 9930
michael.truong@vinacapital.com / joel.weiden@vinacapital.com
Chairman's Statement
Dear Shareholders,
Over the course of the 2019 financial year ended 30 June 2019,
VinaLand ("VNL" or "the Company") successfully fulfilled the
objectives set by its shareholders: completing the divestment of
assets, distributing capital and commencing an orderly wind up.
Asset Divestments
The Company's remaining holdings were divested:
-- 196HVT: This property, located in Ho Chi Minh City, was
approved for a future hospitality development, and was acquired in
2008. In July 2018, VNL sold it at a total valuation of 22.1% above
the 31 March 2018 unaudited net asset value, and 28.0% below the
net asset value at the time of the 2016 EGM, including adjustments
for additional investments over this period. This transaction
resulted in net cash proceeds of USD2.8 million.
-- SGPY: This project was a small operating hotel located in Phu
Yen that was acquired by the VNL in 2008. The divestment resulted
in net cash proceeds of USD0.3 million, equal to both the 31 March
2018 unaudited net asset value and the net asset value at the time
of the 2016 EGM (including adjustments for additional investments
over this period).
-- Green Park Estate: Located in Ho Chi Minh City, this project
was acquired by the Company in 2007 and consisted of land
designated for a future mixed-use development. This divestment
resulted in net cash proceeds of approximately USD35.3 million,
which includes the repayment of shareholder loans. The total
valuation is recorded at 22.5% above the 30 September 2018
unaudited net asset value, and 14.8% above the unaudited net asset
value at the time of VNL's extraordinary meeting in November 2016.
Both figures include adjustments for additional investments up to
the date of exit.
Distributions
In December 2018, the Company completed a distribution of
USD0.31 per ordinary share, totalling USD45.45 million.
Subsequent to the end of the financial year, the Company
announced that it would make an additional distribution of USD
875,378 or USD 0.00597 per share, to be paid to shareholders on 6
September 2019.
Including this final distribution shareholders will have
received USD1.17 per share since the divestment program
started.
Corporate Matters
Although the outcome of the Annual General Meeting in December
2018 resulted in the liquidation process taking slightly longer
than anticipated, we are now well on our way. Following that AGM,
long time Directors Charles Isaac and Tran Trong Kien resigned from
the Board and I want to take this opportunity to thank them once
again for their diligence and commitment to seeing things through
to their successful conclusion.
An Extraordinary General Meeting will be held in Singapore on 11
September 2019, at which a special resolution for VinaLand to be
placed into voluntary liquidation will be put to shareholders for
approval.
On behalf of fellow Director Ian Lydall, I would like to take
this final opportunity to thank you for your patience and support
as we have endeavoured to achieve the best possible outcome for our
shareholders.
Michel Casselman
Chairman
VinaLand Limited
23 August 2019
CONSOLIDATED BALANCE SHEET
30 June 2019 30 June 2018
Note USD'000 USD'000
ASSETS
Current
Trade and other receivables - 3,468
Receivables from and advances to
related parties - 100
Short-term investments - 34
Cash and cash equivalents (excluding
bank overdrafts) 6 4,433 29,079
---------- ----------
Total current assets 4,433 32,681
Assets classified as held for sale 8 - 30,308
---------- ----------
Total assets 4,433 62,989
30 June 2019 30 June 2018
Note USD'000 USD'000
EQUITY AND LIABILITIES
EQUITY
Equity attributable to equity shareholders
of the parent
Share capital 9 1,466 1,634
Additional paid-in capital 10 68,258 118,422
Equity reserve 76,455 76,283
Translation reserve - (4,327)
Accumulated losses (145,303) (145,324)
------------ ------------
875 46,688
Non-controlling interests - 243
---------- ----------
875 46,931
Total equity ---------- ----------
LIABILITIES
Current
Trade and other payables 11 319 3,166
Payables to related parties 20 3,239 12,591
---------- ----------
Total current liabilities 3,558 15,757
Liabilities classified as held for
sale 8 - 301
---------- ----------
Total liabilities 3,558 16,058
---------- ----------
Total equity and liabilities 4,433 62,989
Net assets per share attributable to
equity
shareholders of the parent (USD per
share) 16(c) 0.006 0.29
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Equity attributable to equity shareholders of the Company
------------------------------------------------------------------------------
Total equity
Additional attributable Non-
Share paid-in Equity Translation Accumulated to owners of controlling Total
capital capital reserve reserve losses the Company interests equity
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Balance at 1 July
2018 1,634 118,422 76,283 (4,327) (145,324) 46,688 243 46,931
Profit for the year - - - - 21 21 - 21
Currency translation - - - (245) - (245) - (245)
Reclassification of
currency
translation
reserves on
disposal
of subsidiaries - - - 4,572 - 4,572 - 4,572
Total
comprehensive ---------- ---------- ---------- ------------ ------------ ------------ ------------ ------------
income - - - 4,327 21 4,348 - 4,348
---------- ---------- ---------- ------------ ------------ ------------ ------------ ------------
Transactions with
owners
in their capacity as
owners:
Repurchase and
cancellation
of shares (Notes 9,
10) (168) (4,712) 171 - - (4,709) - (4,709)
Distribution to
shareholders
(Note 10) - (45,452) - - - (45,452) - (45,452)
Distributions to
non-controlling
interests - - - - - - (243) (243)
Balance at 30 June -------- ------------ ---------- ---------- ------------ ---------- ---------- ----------
2019 1,466 68,258 76,454 - (145,303) 875 - 875
Equity attributable to equity shareholders of the Company
-------------------------------------------------------------------------------------------
Total equity
attributable
Share Additional to owners Non-
capital paid-in Equity Other Translation Accumulated of the controlling Total
capital reserve reserve reserve losses Company interests equity
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Balance at 1 July
2017 2,580 332,803 65,166 (10) (45,443) (113,612) 241,484 74,867 316,351
Loss for the year - - - - - (31,712) (31,712) 5,205 (26,507)
Currency translation - - - - (56) - (56) (13) (69)
Reclassification of
currency
translation
reserves on
disposal
of subsidiaries - - - - 41,172 - 41,172 3,480 44,652
Total
comprehensive ---------- ---------- ---------- ---------- ------------ ------------ ------------ ------------ ------------
income/(loss) - - - - 41,116 (31,712) 9,404 8,672 18,076
---------- ---------- ---------- ---------- ------------ ------------ ---------- ------------ ------------
Transactions with
owners
in their capacity as
owners:
Repurchase and
cancellation
of shares (Notes 9,
10) (946) (83,146) 11,117 - - - (72,975) - (72,975)
Distribution to
shareholders
(Note 10) - (131,235) - - - - (131,235) - (131,235)
Capital
contributions
in subsidiaries - - - - - - - 2,767 2,767
Distributions to
non-controlling
interests - - - - - - - (28,043) (28,043)
Disposals of
subsidiaries - - - 10 - - 10 (58,020) (58,010)
Balance at 30 June -------- ------------ ---------- -------- ---------- ------------ ---------- ---------- ----------
2018 1,634 118,422 76,283 - (4,327) (145,324) 46,688 243 46,931
CONSOLIDATED INCOME STATEMENT
Year ended
----------------------------
30 June 2019 30 June 2018
Note USD'000 USD'000
Revenue - 48
Cost of sales - (38)
---- ----
Gross profit - 10
Net loss on fair value adjustments
of investment properties - (319)
Selling and administration expenses 12 (2,910) (5,924)
Gain/(loss) on disposals of investments,
net 13 4,438 (18,104)
Impairment of assets - (498)
Finance income 98 1,078
Finance expenses 14 (188) (780)
Shares of losses of associates - (1,260)
Shares of (losses)/gains of associates
classified as held for sale (558) 165
Other income 1,153 30
Other expenses - (317)
---------- ----------
Profit/(loss) before income tax from
operations 2,033 (25,919)
Income tax 15 (2,012) (588)
---------- ----------
Net profit/(loss) from operations 21 (26,507)
Attributable to equity shareholders
of the parent 21 (31,712)
Attributable to non-controlling interests - 5,205
---------- ----------
Net profit/(loss) for the year 21 (26,507)
Profit/(loss) per share
* basic and diluted (USD per share) 16 0.00 (0.16)
-------- --------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended
----------------------------
30 June 2019 30 June 2018
Note USD'000 USD'000
Net profit/(loss) for the year 21 (26,507)
Other comprehensive income
Items that may be reclassified subsequently
to profit or loss:
Reclassification of currency translation
reserve on disposal of subsidiaries 4,572 44,652
Exchange differences on translating
foreign operations (245) (69)
---------- ----------
Other comprehensive income for the year 4,327 44,583
---------- ----------
Total comprehensive income for the year 4,348 18,076
---------- ----------
Attributable to equity shareholders
of the parent 4,348 9,404
Attributable to non-controlling interests - 8,672
---------- ----------
4,348 18,076
CONSOLIDATED STATEMENT OF CASH FLOWS
(Indirect method)
Year ended
------------------------------
30 June 30 June 2018
2019
Note USD'000 USD'000
Operating activities
Profit/(loss) before tax 2,033 (25,919)
Adjustments for:
Depreciation and amortisation - 14
Net loss on fair value adjustments of
investment properties - 319
Losses on sales of subsidiaries 13 708 18,775
Gains on sales of assets classified
as held for sales 13 (5,146) (671)
Impairment of assets - 498
Shares of losses of associates - 1,260
Shares of losses/(gains) of associates classified
as held for sale 558 (165)
Unrealised foreign exchange losses,
net - 7
Interest expense 43 771
Interest income (91) (985)
-------- --------
Net loss before changes in working capital (1,895) (6,096)
-------- --------
Change in trade receivables and other
current assets 3,559 (3,987)
Change in trade payables and other current
liabilities (13,673) 26,863
---------- ----------
Net cash (outflow)/inflow from operating (12,009) 16,780
activities ---------- ----------
Investing activities
Interest received 91 995
Purchases of investment properties and
prepayments for acquisitions of investments - (13,041)
Proceeds from sales of subsidiaries 5 610 168,882
Proceeds from disposals of assets classified
as held for sale 37,074 7,970
Proceeds from disposals of financial
assets at fair value through profit
of loss - 269
Investments in associates - (10,718)
Net proceeds from short-term investments 34 22
------------ ------------
37,809 154,379
Net cash inflow from investing activities ------------ ------------
Year ended
----- ------------------------------
30 June 30 June 2018
2019
Note USD'000 USD'000
Financing activities
Additional capital contributions from
non-controlling interests - 2,767
Ordinary shares acquired by the Company 9 (4,708) (72,975)
Distribution to shareholders 10 (45,452) (131,235)
Interest paid (43) (771)
Distributions to non-controlling interests (243) (28,043)
------------ ------------
(50,446) (230,257)
Net cash outflow from financing activities ------------ ------------
Net changes in cash and cash equivalents
for the year (24,646) (59,098)
Cash and cash equivalents at the beginning
of the year 29,079 88,919
Cash and cash equivalents classified
as held for sale - (742)
Cash and cash equivalents at the end ---------- ----------
of the year 6 4,433 29,079
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 GENERAL INFORMATION
VinaLand Limited ("the Company") is a limited liability company
incorporated in the Cayman Islands. The registered office of the
Company is PO Box 309GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands. The Company's primary objective
is to focus on key growth segments within Vietnam's emerging real
estate market, namely residential, office, retail, industrial and
leisure projects in Vietnam and the surrounding countries in Asia.
The Company is listed on the AIM Market of the London Stock
Exchange under the ticker symbol VNL.
At an Extraordinary General Meeting ("EGM") held on 21 November
2012 the shareholders approved a proposal that the Company make no
new investments and dispose of a portion of its investments in a
controlled and orderly manner so as to maximise returns to
shareholders. At a subsequent EGM held on 18 November 2016 this
strategy was expanded to include the disposal of all remaining
investments. The key changes impacting these financial statements
were summarised as follows:
-- The new strategy involved the orderly sell down of
investments in conjunction with ongoing development of selected
projects to maximise returns to shareholders. All projects would be
realised over a period of approximately three years and the
proceeds collected, less operating costs, would be returned to
shareholders.
-- The Third Amended and Restated Investment Management
Agreement introduced a new fee structure composed of disposal and
alignment fees, prepayment advances and a retention account to
ensure that the Investment Manager was incentivised to meet the
investing policy (Note 20).
On 23 July 2018, the Company announced that it had disposed of
substantially all of its assets. In accordance with paragraph 5.6
of the AIM Note for Investing Companies, which forms part of the
AIM Rules, the Company had 12 months to begin an orderly wind up of
the Company and cancellation of its shares from trading on AIM,
ultimately resulting in a voluntary liquidation. If this was not
fulfilled, the Company's shares would be suspended from trading on
AIM in July 2019. Since 24 July 2019, pursuant to AIM Rule 15, the
Company's shares have been temporarily suspended from trading on
AIM.
The consolidated financial statements for the year ended 30 June
2019 were approved for issuance by the Company's Board of Directors
on 23 August 2019.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of
these consolidated financial statements are set out below. These
policies have been consistently applied to all the years presented,
unless otherwise stated.
2.1 Basis of preparation
The consolidated financial statements of the Group for the year
ended 30 June 2019 comprise the Company and its subsidiaries
(together, the "Group") and the Group's interests in
associates.
The consolidated financial statements of the Group have been
prepared in accordance with International Financial Reporting
Standards ("IFRS") and interpretations issued by the IFRS
Interpretations Committee (IFRS IC) applicable to companies
reporting under IFRS. The consolidated financial statements of the
Group comply with IFRS as issued by the International Accounting
Standards Board ("IASB").
Going concern
On 23 July 2018, the Company announced that it had disposed of
substantially all of its assets. In accordance with paragraph 5.6
of the AIM Note for Investing Companies, which forms part of the
AIM Rules, the Company had 12 months to begin an orderly wind up of
the Company and cancellation of its shares from trading on AIM,
ultimately resulting in a voluntary liquidation. If this was not
fulfilled, the Company's shares would be suspended from trading on
AIM in July 2019. Since 24 July 2019, pursuant to AIM Rule 15, the
Company's shares have been temporarily suspended from trading on
AIM. As a consequence, these consolidated financial statements have
been prepared using the liquidation basis, as the going concern
basis is no longer considered appropriate.
The consolidated financial statements have been prepared using
the historical cost convention, as modified by the revaluation of
investment properties, property, plant and equipment, financial
assets and financial liabilities at fair value through profit or
loss, the measurement bases of which are described in the
accounting policies below.
2.1 Changes in accounting policy and disclosures
(a) New and amended standards adopted by the Group
There are no standards, interpretations or amendments to
existing standards that are effective for the first time for the
financial year beginning 1 July 2018 that have had a material
impact on the Group.
(b) New standards, amendments and interpretations issued but not
yet effective and not early adopted
At the date of authorisation of these consolidated financial
statements, certain new standards, amendments and interpretations
to existing standards have been published but are not yet
effective, and have not been early adopted by the Group.
The Board anticipates that all such pronouncements will be
adopted in the Group's accounting policies for the first period
beginning after the effective dates of these pronouncements.
Information on new standards, amendments and interpretations that
are expected to be relevant to the Group's consolidated financial
statements is provided below. Certain other new standards and
interpretations have been issued but are not expected to have a
material impact on the Group's consolidated financial
statements.
IFRS 16, "Leases", was issued in January 2016. It will result in
almost all leases being recognised on the balance sheet by lessees,
as the distinction between operating and finance leases is removed.
Under the new standard, an asset (the right to use the leased item)
and a financial liability to pay rentals are recognised. The only
exceptions are short-term and low-value leases. The Group has
reviewed all of the Group's leasing arrangements over the last year
in light of the new lease accounting rules in IFRS 16. The standard
will affect primarily the accounting for the Group's operating
leases. There is no impact to the consolidated financial statements
of the Group as all of these lease arrangements are short-term and
have low value.
The Group will apply the standard from its mandatory adoption
period for the year ending 30 June 2020. The Group intends to apply
the simplified transition approach and will not restate comparative
amounts for the year prior to first adoption. All right-of-use
assets will be measured at the amount of the lease liability on
adoption (adjusted for any prepaid or accrued lease expenses).
There are no other IFRSs or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Group.
2.2 Consolidation
(a) Subsidiaries
Subsidiaries are all entities (including structured entities)
over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the
group. They are deconsolidated from the date that control
ceases.
The majority of the Group's subsidiaries have a reporting date
of 30 June. For those subsidiaries with a different reporting date,
the Group consolidates management information prepared for the year
to 30 June.
The Group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of
a subsidiary is the fair values of the assets transferred, the
liabilities incurred to the former owners of the acquiree and the
equity interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the
acquisition date. The Group recognises any non-controlling interest
in the acquiree on an acquisition-by-acquisition basis, either at
fair value or at the non-controlling interest's proportionate share
of the recognised amounts of acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the
acquisition date fair value of the acquirer's previously held
equity interest in the acquiree is remeasured to fair value at the
acquisition date through profit or loss.
Any contingent consideration to be transferred by the Group is
recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognised in accordance with
IAS 39 either in profit or loss or as a change to other
comprehensive income. Contingent consideration that is classified
as equity is not remeasured, and its subsequent settlement is
accounted for within equity.
Goodwill is initially measured as the excess of the aggregate of
the consideration transferred and the fair value of non-controlling
interest over the net identifiable assets acquired and liabilities
assumed. If this consideration is lower than the fair value of the
net assets of the subsidiary acquired, the difference is recognised
in profit or loss.
Gain on bargain purchase is immediately allocated to the
consolidated income statement as at the acquisition date.
Inter-company transactions, balances, income and expenses on
transactions between the Group's companies are eliminated. Profits
and losses resulting from inter-company transactions that are
recognised in assets are also eliminated. Accounting policies of
subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
(b) Changes in ownership interests in subsidiaries without change of control
Changes in ownership of interests in a subsidiary that do not
result in loss of control of the subsidiary are accounted for as
equity transactions whereby the difference between the
consideration paid and the proportionate change in the parent
entity's interest in the carrying value of the subsidiary's net
assets is recorded in equity and attributable to the owners. No
adjustment is made to the carrying value of the subsidiary's net
assets as reported in the consolidated financial statements.
(c) Disposal of subsidiaries
When the Group ceases to have control any retained interest in
the entity is re-measured to its fair value at the date when
control is lost, with the change in carrying amount recognised in
profit or loss. The fair value is the initial carrying amount for
the purposes of subsequently accounting for the retained interest
as an associate, joint venture or financial asset. In addition, any
amounts previously recognised in other comprehensive income in
respect of that entity are accounted for as if the Group had
directly disposed of the related assets or liabilities. This may
mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
(d) Associates
Associates are all entities over which the Group has significant
influence but not control, generally accompanying a shareholding of
between 20% and 50% of the voting rights. Investments in associates
are accounted for using the equity method of accounting, after
initially being recognised at cost. Under the equity method, the
carrying amount of the investment is increased or decreased to
recognise the Group's share of the profit or loss of the investee
after the date of acquisition. The Group's investments in
associates include goodwill identified on acquisition.
If the ownership interest in an associate is reduced but
significant influence is retained, only a proportionate share of
the amounts previously recognised in other comprehensive income is
reclassified to profit or loss where appropriate.
The Group's share of post-acquisition profit or loss of an
associate is recognised in the consolidated income statement, and
its share of post-acquisition movements in other comprehensive
income is recognised in other comprehensive income with a
corresponding adjustment to the carrying amount of the investment.
When the Group's share of losses in an associate equals or exceeds
its interest in the associate, including any other unsecured
receivables, the Group does not recognise further losses, unless it
has incurred legal or constructive obligations or made payments on
behalf of the associate.
The Group determines at each reporting date whether there is any
objective evidence that the investment in the associates is
impaired. If this is the case, the Group calculates the amount of
impairment as the difference between the recoverable amount of the
associate and its carrying value and recognises the amount as
'share of profit/(loss) of associates' in the consolidated income
statement.
Profits and losses resulting from upstream and downstream
transactions between the Group and its associates are recognised in
the Group's consolidated financial statements only to the extent of
unrelated investors' interests in the associates. Unrealised losses
are eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of
associates have been changed where necessary to ensure consistency
with the policies adopted by the Group.
Dilution gains and losses arising in investments in associates
are recognised in the consolidated income statement.
2.3 Foreign currency translation
(a) Functional and presentation currency
The Group's consolidated financial statements are presented in
United States Dollars ("USD") ("the presentation currency"). The
financial statements of each consolidated entity are initially
prepared in the currency of the primary economic environment in
which the entity operates ("the functional currency"), which for
most of the Group's investments is Vietnam Dong ("VND"). The
financial statements prepared using VND are then translated into
the presentation currency of USD. USD is used as the presentation
currency because it is the primary basis for the measurement of the
performance of the Group (specifically changes in the net asset
value of the Group) and a large proportion of significant
transactions of the Group are denominated in USD.
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies
are recognised in the consolidated income statement.
Non-monetary items measured at historical cost are translated
using the exchange rates at the date of the transaction.
Non-monetary items measured at fair value are translated using the
exchange rates at the date when fair value was determined.
Translation differences on non-monetary financial assets and
liabilities such as equities held at fair value through profit or
loss are recognised in profit or loss as part of the fair value
gain or loss. Translation differences on non-monetary financial
assets, such as equities classified as available for sale, are
included in other comprehensive income.
(c) Group companies
The results and financial position of all the Group entities
(none of which has the currency of a hyper-inflationary economy)
that have a functional currency different from the presentation
currency are translated into the presentation currency as
follows:
(i) assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of that balance
sheet;
(ii) income and expenses for each income statement are
translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the
transactions); and
(iii) all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition
of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate. Exchange
differences arising are recognised in other comprehensive
income.
2.5 Leases
Leases under the terms of which the Group assumes substantially
all the risks and rewards of ownership are classified as finance
leases. Finance leases are capitalised at the leases' commencement
at the lower of the fair value of the leased property and the
present value of the minimum lease payments.
Leases in which a significant portion of the risks and rewards
of ownership are not transferred to the group as lessee are
classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) are charged
to profit or loss on a straight-line basis over the period of the
lease.
2.6 Non-current assets (or disposal groups) and liabilities held for sale
Non-current assets (or disposal groups) are classified as assets
held for sale when their carrying amount is to be recovered
principally through a sale transaction and a sale is considered
highly probable at the reporting date. They are presented
separately in the consolidated balance sheet. They are measured at
the lower of their carrying amounts immediately prior to their
classification as held for sale and their fair values less costs to
sell. Assets held for sale are not subject to depreciation or
amortisation subsequent to their classification as held for
sale.
Liabilities are classified as held for sale and presented as
such in the consolidated balance sheet if they are directly
associated with a disposal group.
2.7 Financial assets
(a) Classification
From 1 July 2018, the Group classifies its financial assets in
the following measurement categories:
-- those to be measured subsequently at fair value through profit or loss ("FVPL"), and
-- those to be measured at amortised cost.
The classification depends on the entity's business model for
managing the financial assets and the contractual terms of the cash
flows.
For assets measured at fair value, gains and losses will either
be recorded in profit or loss or other comprehensive income
("OCI"). For investments in equity instruments that are not held
for trading, this will depend on whether the Group has made an
irrevocable election at the time of initial recognition to account
for the equity investment at fair value through other comprehensive
income ("FVOCI").
The Group reclassifies debt investments when and only when its
business model for managing those assets changes.
(b) Recognition and derecognition
Regular way purchases and sales of financial assets are
recognised on trade-date, the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognised when
the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred
substantially all the risks and rewards of ownership.
(c) Measurement
At initial recognition, the Group measures a financial asset at
its fair value plus, in the case of a financial asset not at FVPL,
transaction costs that are directly attributable to the acquisition
of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss. Financial assets
with embedded derivatives are considered in their entirety when
determining whether their cash flows are solely payment of
principal and interest.
Subsequent measurement of debt instruments depends on the
Group's business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement
categories into which the Group classifies its debt
instruments:
-- Amortised cost: Assets that are held for collection of
contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost.
Interest income from these financial assets is included in finance
income using the effective interest rate method. Any gain or loss
arising on derecognition is recognised directly in profit or loss
and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a
separate line item in the consolidated income statement.
-- FVOCI: Assets that are held for collection of contractual
cash flows and for selling the financial assets, where the assets'
cash flows represent solely payments of principal and interest, are
measured at FVOCI. Movements in the carrying amount are taken
through OCI, except for the recognition of impairment gains or
losses, interest income and foreign exchange gains and losses which
are recognised in profit or loss. When the financial asset is
derecognised, the cumulative gain or loss previously recognised in
OCI is reclassified from equity to profit or loss and recognised in
other gains/(losses). Interest income from these financial assets
is included in finance income using the effective interest rate
method. Foreign exchange gains and losses are presented in other
gains/(losses) and impairment expenses are presented as separate
line items in the consolidated income statement.
-- FVPL: Assets that do not meet the criteria for amortised cost
or FVOCI are measured at FVPL. A gain or loss on a debt investment
that is subsequently measured at FVPL is recognised in profit or
loss and presented net within other gains/(losses) in the period in
which it arises.
The Group had no investments in equity instruments during the
year ended 30 June 2019.
(d) Impairment
From 1 July 2018, the Group assesses on a forward looking basis
the expected credit losses associated with its debt instruments
carried at amortised cost and FVOCI. The impairment methodology
applied depends on whether there has been a significant increase in
credit risk. For trade receivables, the group applies the
simplified approach permitted by IFRS 9, "Financial instruments",
which requires expected lifetime losses to be recognised from
initial recognition of the receivables.
(e) Accounting policies applied until 30 June 2018
The Group has applied IFRS 9 retrospectively, but has elected
not to restate comparative information. As a result, the
comparative information provided continues to be accounted for in
accordance with the Group's previous accounting policy.
Classification
Until 30 June 2018, the group classified its financial assets in
the following categories:
-- Financial assets at fair value through profit or loss:
Financial assets at fair value through profit or loss included
financial assets that were either classified as held for trading or
designated by the Investment Manager to be carried at fair value
through profit or loss at inception. Financial assets at fair value
through profit or loss held by the Group included unlisted equity
securities. Derivatives were also categorised as held for trading
unless they were designated as hedges. Assets in this category were
classified as current assets if expected to be settled within 12
months; otherwise they were classified as non-current.
-- Loans and receivables: Loans and receivables were
non-derivative financial assets with fixed or determinable payments
that were not quoted in an active market. They were included in
current assets, except for maturities greater than 12 months after
the end of the reporting period, which were classified as
non-current assets. The Group's loans and receivables comprised
'trade and other receivables' and 'cash and cash equivalents' in
the consolidated balance sheet as at 30 June 2018.
Recognition and measurement
Purchases or sales of financial assets were recognised on the
trade-date, being the date on which the Group committed to purchase
or sell the asset.
Investments were initially recognised at fair value plus
transaction costs for all financial assets not carried at fair
value through profit or loss. Financial assets carried at fair
value through profit or loss were initially recognised at fair
value, and transaction costs were expensed in the consolidated
income statement. Financial assets were derecognised when the
rights to receive cash flows from the investments had expired or
had been transferred and the Group had transferred substantially
all risks and rewards of ownership. Loans and receivables were
subsequently carried at amortised cost using the effective interest
method.
Net changes in fair value of financial assets at fair value
through profit or loss included net unrealised gains in fair value
of financial assets and net gains from realisation of financial
assets during the year.
Gains or losses arising from changes in the fair value of the
'financial assets at fair value through profit or loss' category
were presented in the consolidated income statement within 'net
changes in fair value of financial assets at fair value through
profit or loss' in the period in which they arose.
Impairment
The Group assessed at the end of each reporting period whether
there was objective evidence that a financial asset or group of
financial assets was impaired. A financial asset or a group of
financial assets was impaired and impairment losses were incurred
only if there was objective evidence of impairment as a result of
one or more events that occurred after the initial recognition of
the asset (a 'loss event') and that loss event (or events) had an
impact on the estimated future cash flows of the financial asset or
group of financial assets that could be reliably estimated. In the
case of equity investments classified as available-for-sale, a
significant or prolonged decline in the fair value of the security
below its cost was considered an indicator that the assets were
impaired.
2.8 Cash and cash equivalents
Cash and cash equivalents include cash in banks and on hand as
well as short term highly liquid investments such as money market
instruments and bank deposits with original maturity terms of not
more than three months.
2.9 Share capital
Ordinary shares are classified as equity. Share capital is
determined using the nominal value of shares that have been issued.
Additional paid-in capital includes any premiums received on the
initial issuance of the share capital. Incremental costs directly
attributable to the issue of new ordinary shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
2.10 Ordinary shares acquired by the Company
Shares which are repurchased by the Company are cancelled and
whilst the amount of the authorised share capital is not affected,
the issued share capital is reduced accordingly.
If the cost of purchasing ordinary shares is less than the net
asset value attributable to the shares acquired, the difference is
transferred to the Company's equity reserve. If the cost of
purchasing ordinary shares is greater than the net asset value of
the shares, i) the amount of any equity reserve, additional paid-in
capital account or fully paid share capital of the Company, and ii)
any amount representing unrealised profits of the Company for the
time being standing to the credit of any revaluation reserve
maintained by the Company may be reduced by a sum not exceeding the
amount by which the repurchase payment exceeds the net asset value
of the shares.
2.11 Trade payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Trade payables are classified as current liabilities if
payment is due within one year or less (or in the normal operating
cycle of the business if longer). If not, they are presented as
non-current liabilities.
Trade payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method.
2.12 Current and deferred income tax
The tax expense for the year comprises current and deferred tax.
Tax is recognised in the consolidated income statement, except to
the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax
is also recognised in other comprehensive income or directly in
equity, respectively.
Current income tax assets and/or liabilities comprise claims
from or obligations to fiscal authorities relating to the current
or prior reporting periods that are not yet settled at the
reporting date. They are calculated according to the tax rates and
tax laws applicable to the fiscal periods to which they relate
based on the taxable profit for the year. All changes to current
tax assets or liabilities are recognised as a component of tax
expense in the consolidated income statement.
Deferred income taxes are calculated using the liability method
on temporary differences. This involves the comparison of the
carrying amounts of assets and liabilities in the consolidated
financial statements with their respective tax bases. In addition,
tax losses available to be carried forward as well as other income
tax credits to the Group are assessed for recognition as deferred
tax assets.
However, deferred tax is not provided on the initial recognition
of goodwill, or on the initial recognition of an asset or liability
unless the related transaction is a business combination or affects
tax or accounting profit. Deferred tax on temporary differences
associated with shares in subsidiaries and associates is not
provided if reversal of these temporary differences can be
controlled by the Group and it is probable that reversal will not
occur in the foreseeable future. Deferred tax liabilities are
always provided for in full. Deferred tax assets are recognised to
the extent that it is probable that they will be able to be offset
against future taxable income.
Deferred tax assets and liabilities are calculated, without
discounting, at tax rates that are expected to apply to their
respective period of realisation, provided they are enacted or
substantively enacted at the reporting date. Most changes in
deferred tax assets or liabilities are recognised as a component of
tax expense in the consolidated income statement. Only changes in
deferred tax assets or liabilities that relate to a change in value
of assets or liabilities that is charged directly to other
comprehensive income are charged or credited directly to other
comprehensive income.
2.13 Provisions, contingent, liabilities and contingent assets
Provisions are recognised when the Group has a present legal or
constructive obligation as a result of past events; it is probable
that an outflow of resources will be required to settle the
obligation; and the amount has been reliably estimated. Provisions
are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to
settle the present obligation, based on the most reliable evidence
available at the reporting date, including the risks and
uncertainties associated with the present obligation and there is
uncertainty about the timing or amount of the future expenditure
require in settlement. Where there are a num-ber of similar
obligations, the likelihood that an outflow will be required in
settlement is determined by considering the class of obligations as
a whole. Long-term pro-vi-sions are discounted to their present
values, where the time value of money is material.
All provisions are reviewed at each reporting date and adjusted
to reflect the current best estimate of the Group's management.
The Group does not recognise a contingent liability but
discloses its existence in the financial statements. A contingent
liability is a possible obligation that arises from past events
whose existence will be confirmed by uncertain future events beyond
the control of the Group or a present obligation that is not
recognised because it is not probable that an outflow of resources
will be required to settle the obligation. A contingent liability
also arises in the rare circumstance where there is a liability
that cannot be recognised because it cannot be measured reliably. A
contingent asset is a possible asset that arises from past events,
whose existence will be confirmed by uncertain future events beyond
the control of the Group. The Group does not recognise contingent
assets but discloses their existence when inflows of economic
benefits are probable, but not virtually certain.
2.14 Revenue recognition
(a) Interest income
Interest income is recognised using the effective interest
method. When a loan and receivable is impaired, the Group reduces
the carrying amount to its recoverable amount, being the estimated
future cash flow discounted at the original effective interest rate
of the instrument, and continues unwinding the discount as interest
income. Interest income on impaired loan and receivables is
recognised using the original effective interest rate.
(b) Dividend income
Dividend income is recognised when the right to receive payment
is established.
2.15 Related parties
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party in making financial or operational
decisions.
Enterprises and individuals that directly, or indirectly through
one or more immediately, control, or are controlled by, or under
common control with, the Company, including holding Company,
subsidiaries and fellow subsidiaries are related parties of the
Company. Associates and individuals owing directly, or indirectly,
an interest in the voting power of the Company that give them
significant influence over the Company, key management personnel,
including directors and officers of the Company and the close
members of the family. In considering each possible related party
relationship, attention is directed to the substance of the
relationship, and not merely the legal form.
2.16 Disposal fee and alignment fee
The disposal fee and alignment fee liabilities are designated as
financial liabilities at fair value through profit or loss, net of
any prepayment advances received up to the date of the balance
sheet. Management estimates the fees' fair value at each balance
sheet date using a discounted cash flow model based on the
Company's projected completion, collections of proceeds from sales
of the remaining properties and distributions to shareholders. The
change in liabilities due to the Investment Manager during the year
is included as "disposal fee and alignment fee (expense)/recovery"
in the consolidated income statement and is further described in
Note 20 to these consolidated financial statements. An expense
results from an increase in the liabilities to the Investment
Manager, and a recovery of previously expensed disposal fee and
alignment fee results from a decrease in the disposal fee and
alignment fee liability to the Investment Manager at the reporting
date.
2.17 Loss per share and net asset value per share
The Group presents basic loss per share for its ordinary shares.
Basic loss per share is calculated by dividing the profit or loss
attributable to the ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the
year.
Diluted loss per share is calculated by adjusting the weighted
average number of ordinary shares outstanding during the year to
assume conversion of all dilutive potential ordinary shares.
Net asset value ("NAV") per share is calculated by dividing the
net asset value attributable to ordinary shareholders of the
Company by the number of outstanding ordinary shares as at the
reporting date. NAV is determined as total assets less total
liabilities and non-controlling interests.
2.18 Segment reporting
An operating segment is a component of the Group:
-- that engages in investment activities from which it may earn revenues and incur expenses;
-- whose operating results are based on internal management
reporting information that is regularly reviewed by the Investment
Manager to make decisions about resources to be allocated to the
segment and assess its performance; and
-- for which discrete financial information is available.
3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
When preparing the consolidated financial statements, the Group
undertakes a number of accounting judgements, estimates and
assumptions about recognition and measurement of assets,
liabilities, income and expenses. The actual results may differ
from the judgements, estimates and assumptions made by management,
and may not equal the estimated results.
There are no significant accounting estimates in the
consolidated financial statements for the year ended 30 June
2019.
4 SEGMENT ANALYSIS
In identifying its operating segments, management generally
follows the Group's sectors of investment which are based on
internal management reporting information for the Investment
Manager's management, monitoring of investments and decision
making. The operating segments by investment portfolio include
commercial, residential and office buildings, hospitality,
mixed-use segments and cash and deposits.
The activities undertaken by the commercial segment include the
development and operation of investment properties. Apartments and
villas properties which are developed for sale, land and office
buildings are included in the residential and office buildings
segment. The hospitality segment includes the development and
operation of hotels and related services. The mixed-use segment
includes multi-purpose projects. Strategic decisions are made on
the basis of segment operating results.
Each of the operating segments is managed and monitored
separately by the Investment Manager as each requires different
resources and approaches. The Investment Manager assesses segment
profit or loss using a measure of operating profit or loss from the
investment assets. Although IFRS 8 requires measurement of
segmental profit or loss, the majority of expenses are common to
all segments and therefore cannot be individually allocated. There
have been no changes from prior periods in the measurement methods
used to determine reported segment profit or loss.
There is no measure of segment liabilities regularly reported to
the Investment Manager; therefore, liabilities are not disclosed in
the sector analyses.
Segment information can be analysed as follows for the reporting
years:
(a) Consolidated income statement
Year ended 30 June 2019
---------------------------------------------------------------------------------------
Commercial Residential and office Hospitality Mixed use Total
buildings
USD'000 USD'000 USD'000 USD'000 USD'000
Revenue - - - - -
Cost of sales - - - - -
---------- ------ -------- ------ ------ ------
Gross profit - - - - -
Net gain/(loss) from
disposal of investments 5,146 - - (708) 4,438
Finance income - 7 - 91 98
Shares of losses of
associates (558) - - - (558)
Other income 20 997 - 136 1,153
---------- ---------- -------- -------- --------
Total profit/(loss) before
unallocatable expenses 4,608 1,004 - (481) 5,131
Selling and administration
expenses (2,910)
Finance expenses (188)
----------
Profit before tax 2,033
Income tax (2,012)
----------
Net profit for the year 21
Year ended 30 June 2018
------------------------------------------------------------------------------------------
Commercial Residential and office Hospitality Mixed use Total
buildings
USD'000 USD'000 USD'000 USD'000 USD'000
Revenue - 15 - 33 48
Cost of sales - (31) - (7) (38)
---------- ------ -------- ------ -------- ------ --------
Gross (loss)/profit - (16) - 26 10
Net loss on fair value
adjustments of
investment properties - - - (319) (319)
Net (loss)/gain from
disposal of investments (1,934) (7,430) 553 (9,293) (18,104)
Impairment of assets - - - (498) (498)
Finance income 30 262 - 786 1,078
Shares of losses of
associates (1,260) - - - (1,260)
Shares of gains of
associates classified as
held for sale - - 165 - 165
Other income - 28 - 2 30
---------- ---------- -------- -------- --------
Total (loss)/profit
before unallocatable
expenses (3,164) (7,156) 718 (9,296) (18,898)
Selling and
administration expenses (5,924)
Finance expenses (780)
Other expenses (317)
----------
Loss before tax (25,919)
Income tax (588)
----------
Net loss for the year (26,507)
(a) Consolidated balance sheet
As at 30 June 2019
----------------------------------------------------------------------------------
Commercial Residential Hospitality Mixed Cash and Total
and office use deposits
buildings
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Cash and cash equivalents - - - - 4,433 4,433
---------- -------- -------- -------- ---------- ----------
Total assets - - - - 4,433 4,433
Total assets include:
* Addition to non-current assets (other than financial
instruments and deferred tax assets) - - - - - -
As at 30 June 2018
------------------------------------------------------------------------------
Commercial Residential Hospitality Mixed Cash and Total
and office use deposits
buildings
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Trade, tax and other receivables - 424 - 3,144 - 3,568
Short-term investments - - - - 34 34
Cash and cash equivalents - - - - 29,079 29,079
Assets classified as held for sale 29,555 - - 753 - 30,308
---------- -------- -------- -------- ---------- ----------
Total assets 29,555 424 - 3,897 29,113 62,989
Total assets include:
* Addition to non-current assets (other than financial
instruments and deferred tax assets) 10,722 13,019 - 78 - 23,819
5 SUBSIDIARIES
As at 30 June 2018 and 30 June 2019, the Group had the following
principal subsidiaries which are held through special purpose
vehicles established outside of Vietnam:
30 June 2019 30 June 2018
------------------------------- -----------------------------
Percentage Percentage
Country Percentage interest held Percentage interest held
of incorporation interest by interest by
and place held by non-controlling held by non-controlling Nature of
Name of business the Group interests the Group interests business
Dien Phuoc Long
Real Estate Property
Company Limited Vietnam - - 100.0% - investment
VinaCapital
Commercial
Center
Limited Property
(Vietnam) Vietnam - - 38.2% 61.8% investment
SIH Real Estate
Limited
Company Property
(Vietnam) Vietnam - - 75.0% 25.0% investment
During the year, the Group sold all of its remaining principal
subsidiaries, details of which are provided on the following pages.
The major assets and liabilities in the subsidiaries disposed of
were as follows:
As at the date
of disposal
USD'000
Current assets
Assets classified as held for sale 753
------------
Total current assets 753
Current liabilities
Trade payables (538)
Liabilities classified as held for sale (301)
------------
Total current liabilities (839)
------------
Net liabilities at the date when subsidiaries
were sold 86
------------
Net liabilities attributable to the Company 86
Net liabilities attributable to non-controlling
interests -
------------
Total consideration 610
------------
Consideration received from sales of subsidiaries 610
Less: Cash and cash equivalents of disposed subsidiaries (742)
------------
Cash paid due to loss of control of subsidiaries (132)
Details of the loss on disposals of subsidiaries were as
follows:
Year ended
30 June 2019
USD'000
Total consideration 610
Carrying amount of net liabilities sold attributable
to the Company 86
----------
Gain on disposals before reclassification of currency
translation reserve 696
Reclassification of currency translation reserve (1,404)
----------
Loss on disposals of subsidiaries (Note 13) (708)
----------
Sale of VinaCapital Commercial Center Limited
During the year, the Group sold its 38.2% equity interest in
VinaCapital Commercial Center Limited for total consideration of
USD0.6 million. The book value of the net assets at the sale date
was USD0.2 million and the reclassification of translation reserve
on disposal was USD0.8 million, resulting in a loss of USD0.4
million.
Sale of SIH Real Estate Limited Company
During the year, the Group sold its 75% equity interest in SIH
Real Estate Limited Company for total consideration of USD1. The
book value of the net liabilities at the sale date was USD0.3
million and the reclassification of translation reserve on disposal
was USD0.6 million, resulting in a loss of USD0.3 million.
6 CASH AND CASH EQUIVALENTS
30 June 2019 30 June 2018
USD'000 USD'000
Cash at banks 1,601 29,035
Cash equivalents 2,832 44
---------- ----------
4,433 29,079
Cash equivalents include short-term highly liquid investments
with original maturities of three months or less.
At 30 June 2019, cash and cash equivalents held at the Company
level amounted to USD4.4 million (30 June 2018: USD27.8
million).
In accordance with the Third Amended Management Agreement, 20%
of any disposal fee and alignment fee payable to the Investment
Manager is to be deposited into a separate bank account under the
Company's name ("the Retention Account"). These funds will be
distributed upon the performance of certain milestones by the
Investment Manager. The Company has no specific rights to these
funds. Included in cash and cash equivalents as at 30 June 2019 was
USD3.6 million transferred into the Retention Account (as at 30
June 2018: USD1.2 million).
7 FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets
On 1 July 2018 (the date of initial application of IFRS 9), the
Group assessed which business models applied to the financial
assets held by the Group and has classified its financial
instruments into the appropriate IFRS 9 categories as follows.
30 June 2019 30 June 2018
USD'000 USD'000
Financial assets at amortised
cost
Trade receivables - 3,568
Short-term investments - 34
Cash and cash equivalents 4,433 29,079
---------- ----------
4,433 32,681
Financial liabilities
30 June 2019 30 June 2018
USD'000 USD'000
Liabilities at amortised cost
Trade payables 319 3,154
Payables to related parties - 565
Other payables - 12
Liabilities at fair value through
profit or loss 3,239 12,026
---------- ----------
3,558 15,757
8 ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
As at 30 June 2019, the Group had no assets and liabilities
classified as held for sale.
For the comparative balance sheet date:
30 June 2018
--------------------------------------------------------------------------------
Attributable to
Assets Liabilities Net assets Non-controlling Equity shareholders
classified classified classified interests of the parent
as held as held as held
for sale for sale for sale
USD'000 USD'000 USD'000 USD'000 USD'000
Thang Loi Textile
Garment Joint Stock
Company 29,555 - 29,555 - 29,555
VinaCapital Commercial
Center Limited (Vietnam) 726 (274) 452 243 209
SIH Real Estate
Limited Company
(Vietnam) 27 (27) - - -
---------- ------ ---------- ------ ----------
30,308 (301) 30,007 243 29,764
Management's view is that all of the Group's assets and
liabilities classified as held for sale are in Level 3 of the fair
value hierarchy. The major classes of assets and liabilities and
their movements during the year are as follows:
Change
1 July in carrying 30 June
2018 amount Disposals 2019
USD'000 USD'000 USD'000 USD'000
Assets classified as held
for sale
Trade and other receivables 11 - (11) -
Cash and cash equivalents 742 - (742) -
Investments in associates 29,555 (558) (28,997) -
---------- ---------- ------------ ----------
30,308 (558) (29,750) -
---------- ---------- ------------ ----------
Liabilities classified
as held for sale
Trade and other payables 301 - (301) -
---------- ---------- ------------ ----------
301 - (301) -
---------- ------------ ------------ ----------
Net assets classified as
held for sale 30,007 (558) (29,449) -
For the comparative year:
Change in Transferred
1 July carrying in Disposals 30 June
2017 amount 2018
USD'000 USD'000 USD'000 USD'000 USD'000
Assets classified
as held for sale
Investment properties 287,058 8,474 - (295,532) -
Property, plant and
equipment (net of
accumulated depreciation) 11 (1) - (10) -
Prepayment for acquisitions 3,077 (10) - (3,067) -
Other non-current
assets 14 - - (14) -
Other current assets 4 10 - (14) -
Inventories 29,584 8 - (29,592) -
Trade and other receivables 1,645 (131) 11 (1,514) 11
Cash and cash equivalents 4,283 (715) 742 (3,568) 742
Investments in associates 4,287 35 29,555 (4,322) 29,555
------------ -------- ---------- ------------ ----------
329,963 7,670 30,308 (337,633) 30,308
------------ -------- -------- ------------ ----------
Liabilities classified
as held for sale
Long-term borrowings
and debts 78,247 2,742 - (80,989) -
Short-term borrowings
and debts 18,828 1,114 - (19,942) -
Accruals and other
current liabilities 35 247 - (282) -
Trade and other payables 27,405 4,994 301 (32,399) 301
------------ ------------ ---------- ------------ ----------
124,515 9,097 301 (133,612) 301
------------ ------------ ---------- ------------ ----------
Net assets classified
as held for sale 205,448 (1,427) 30,007 (204,021) 30,007
9 SHARE CAPITAL
30 June 2019 30 June 2018
------------------------------- -------------------------------
Number of Number of
shares USD'000 shares USD'000
Authorised:
Ordinary shares of USD0.01 500,000,000 5,000 500,000,000 5,000
each ---------------- -------- ---------------- --------
Issued and fully paid:
Opening balance 163,399,888 1,634 257,987,620 2,580
Shares purchased and
cancelled (16,780,000) (168) (94,587,732) (946)
---------------- -------- ---------------- --------
Closing balance 146,619,888 1,466 163,399,888 1,634
The Company considers investors holding more than a 10%
beneficial interest in the ordinary shares of the Company as major
shareholders. As at 30 June 2019, four investors held more than 10%
of the ordinary shares of the Company (30 June 2018: four).
During the year, the Company purchased and cancelled 16,780,000
of its ordinary shares (30 June 2018: 94,587,732 shares) for total
cash consideration of USD4.7 million (30 June 2018: USD73.0
million) at an average cost of USD0.28 per share (30 June 2018:
USD0.772 per share). The difference between the cost of the shares
repurchased and their net asset value has been recorded in an
equity reserve.
The Company announced on 23 August 2019 that it would make an
additional distribution of USD875,378 or USD0.00597 per share, to
be paid to shareholders on 6 September 2019.
10 ADDITIONAL PAID-IN CAPITAL
Additional paid-in capital represents the excess of
consideration received over the par value of shares issued.
Year ended
----------------------------
30 June 2019 30 June 2018
USD'000 USD'000
Opening balance 118,422 332,803
Shares repurchased and cancelled (4,712) (83,146)
Distributions to shareholders (45,452) (131,235)
------------ ------------
Closing balance 68,258 118,422
On 16 November 2018, the Company announced that it would make a
distribution of capital from its additional paid-in capital of
USD45.5 million or 31 cents per ordinary share. As at 30 June 2019,
this amount had been fully distributed.
11 TRADE AND OTHER PAYABLES
30 June 30 June 2018
2019
USD'000 USD'000
Liquidation and professional fees 319 3,154
Other payables - 12
-------- --------
319 3,166
All trade and other payables are short-term in nature. Their
carrying values approximate their fair values as at the date of the
consolidated balance sheet.
12 SELLING AND ADMINISTRATION EXPENSES
Year ended
------------------------
30 June 2019 30 June
2018
USD'000 USD'000
Disposal and alignment fee under the
Third Amended and Restated Investment
Management Agreement (Note 20) 1,307 4,083
Accrued liquidation fees 319 274
Professional fees (*) 676 986
General and administration expenses
(**) 608 332
Staff costs (**) - 162
Outside service costs (**) - 85
Depreciation and amortisation (**) - 2
-------- --------
2,910 5,924
(*) These expenses primarily relate to the operating activities
of the Company such as legal and professional fees, audit fees,
valuation fees, fund administrative and custodian fees, directors'
fees.
(**) These expenses primarily relate to the operating activities of the Group's subsidiaries.
13 GAIN/(LOSS) ON DISPOSAL OF INVESTMENTS, NET
Year ended
--------------------------
30 June 2019 30 June
2018
USD'000 USD'000
Loss on sales of subsidiaries (Note
5) (708) (18,775)
Gain on sales of assets classified as
held for sale 5,146 671
---------- ----------
4,438 (18,104)
14 FINANCE EXPENSES
Year ended
-----------------------
30 June 2019 30 June
2018
USD'000 USD'000
Realised foreign exchange losses 145 2
Interest expense 43 771
Unrealised foreign exchange losses - 7
------ ------
188 780
15 INCOME TAX
VinaLand Limited is domiciled in the Cayman Islands. Under the
current laws of the Cayman Islands, there are no income,
corporation, capital gains or other taxes payable by the
Company.
The majority of the Group's subsidiaries are domiciled in the
British Virgin Islands ("BVI") and so have a tax exempt status. A
number of subsidiaries are established in Vietnam and Singapore and
are subject to corporate income tax in those countries. Deferred
tax assets/liabilities of these subsidiaries are estimated based on
the tax legislation of each jurisdiction and included in the
deferred income tax assets/liabilities on the consolidated balance
sheet.
As is the case with many other developing countries, Vietnam is
in the process of implementing comprehensive tax regulations. As a
result, the administration of tax regulations by government
agencies may be subject to considerable discretion, and in many
areas, the legal framework is uncertain and subject to
interpretation. The Group has provided for all taxes expected to be
payable by it under the current tax regulations in Vietnam. There
is, however, an ongoing risk that government agencies might seek to
impose additional taxes on the Group based on different
interpretations of the regulations or through the retrospective
application of new regulations.
No provision has been made for corporate income tax payable by
the Vietnamese subsidiaries for the year because these subsidiaries
do not have taxable income in Vietnam (30 June 2018: nil).
The relationship between the expected tax expense based on the
applicable tax rate of 0% and the tax expense actually recognised
in the consolidated income statement can be reconciled as
follows:
Year ended
----------------------------
30 June 2019 30 June 2018
USD'000 USD'000
Current tax
Group's profit/(loss) before tax 2,033 (25,919)
Group's profit/(loss) multiplied by
applicable tax rate (0%) - -
Effect of higher tax rate in Vietnam - -
Capital gains tax (2,012) (19,350)
---------- ----------
Total current tax expense (2,012) (19,350)
---------- ----------
Deferred income tax
Decrease in deferred tax liabilities
(*) - 18,762
---------- ----------
Deferred income tax - 18,762
---------- ----------
Tax expense (2,012) (588)
(*) Those amounts represent the deferred income tax income which
arises from the gains and losses on fair value adjustments of
investment properties and property, plant and equipment and the
reversal of deferred income tax assets and liabilities as a result
of changes to assumptions during the year.
16 PROFIT/(LOSS) AND NET ASSET VALUE PER SHARE
(a) Basic
Year ended
----------------------------
30 June 2019 30 June 2018
USD'000 USD'000
Profit/(loss) attributable to owners of the Company from continuing and total
operations (USD'000) 21 (31,712)
Weighted average number of ordinary shares in issue 148,349,998 195,261,249
Basic profit/(loss) per share from continuing and total operations (USD/share) 0.00 (0.16)
-------- --------
(b) Diluted
Diluted profit/(loss) per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. The Group has
no category of potential dilutive ordinary shares. Therefore,
diluted profit/(loss) per share is equal to basic profit/(loss) per
share.
(c) Net asset value per share
As at
----------------------------
30 June 2019 30 June 2018
Net asset value (USD'000) 875 46,688
Number of outstanding ordinary shares in issue 146,619,888 163,399,888
Net asset value per share (USD/share) 0.006 0.29
-------- --------
17 TOTAL EXPENSE RATIO
1 For the year ended
----------------------------
30 June 2019 30 June 2018
Total expense ratio 6.74% 0.95%
-------- --------
The total expense ratio ("TER") has been calculated in
accordance with the Association of Investment Companies ("AIC")
recommended methodology dated May 2012, which excludes disposal and
alignment fees from the calculation. It is the ratio of annualised
ongoing charges over the average undiluted net asset value during
the year.
The total expense ratio includes directors' fees and expenses,
recurring audit and tax services, custody and fund administration
services, fund accounting services, secretarial services,
registrars' fees, public relations fees, insurance premiums,
regulatory fees and similar charges.
18 COMMITMENTS
As at 30 June 2019, the Group was not committed to any lease
agreements (as at 30 June 2018: USD6,000).
As at 30 June 2019 and 30 June 2018, there were no commitments
for future construction work for the Group's properties held by
subsidiaries.
19 DIRECTORS' FEES AND MANAGEMENT'S REMUNERATION
The aggregate annual directors' fees amounted to USD200,000
(year ended 30 June 2018: USD260,000) of which there were no
outstanding payables at the reporting date (30 June 2018: nil).
The details of annual remuneration by director are summarised
below:
Year ended
----------------------------
30 June 2019 30 June 2018
USD'000 USD'000
Michel Casselman 75.0 75.0
Ian Lydall 65.0 65.0
Charles Isaac (*) 30.0 60.0
Tran Trong Kien (*) 30.0 60.0
-------- --------
200.0 260.0
(*) Charles Isaac and Tran Trong Kien resigned on 14 December
2018.
20 RELATED PARTY TRANSACTIONS AND BALANCES
Management, disposal and alignment fees
The Group is managed by VinaCapital Investment Management
Limited (the "Investment Manager"), an investment management
company incorporated in the Cayman Islands.
Under the Third Amended and Restated Investment Management
Agreement effective from 14 December 2016, no further management
fees shall be charged by the Investment Manager to the Company (30
June 2018: USD1.8 million). The Investment Manager receives a
disposal fee and an alignment fee. The disposal fee is calculated
at the rate of 3.00% of distributable funds realised in the year
starting 22 November 2016, 2.75% in the second year and 2.25% in
the third year. The alignment fee is calculated on distributions to
shareholders over USD265.0 million during the 3-year period
starting 22 November 2016. The Investment Manager will receive 10%
of distributions over USD265.0 million and up to USD279.0 million,
15% of distributions over USD279.0 million, and up to USD313.0
million, and 20% of distributions over USD313.0 million. A
non-refundable monthly advance of USD200,000 in the year starting
22 November 2016, USD150,000 in the second year, and USD100,000 in
the third year, will be paid to the Investment Manager. These
advances will be offset against disposal fees and alignment fees.
During the year, advances of USD1.4 million (30 June 2018: USD2.0
million) were paid to the Investment Manager.
Details of disposal fees and alignment fees accrued/payable at
the balance date were as follows:
30 June 2019 30 June 2018
USD'000 USD'000
Disposal fees payable 1,436 733
Disposal fees accrued - 2,995
Alignment fees payable 1,803 532
Alignment fees accrued - 7,766
---------- ----------
Total fees expensed/accrued during the year 3,239 12,026
Advance payments to be offset against fees payable - -
---------- ----------
Net accrual/payable of disposal and alignment fees 3,239 12,026
(*) Movement in accrual/payable disposal and alignment fees during the year were as follows:
Year ended
----------------------------
30 June 2019 30 June 2018
USD'000 USD'000
Opening balance 12,026 11,538
Charge for the year (Note 12) 1,307 4,083
Amounts settled (10,094) (3,595)
------------ ------------
Closing balance 3,239 12,026
Details of payables and accruals to related parties at the date
of the consolidated balance sheet are as below:
30 June 30 June
2019 2018
Relationship Balances USD'000 USD'000
Disposal fee
VinaCapital Investment Investment and alignment
Management Ltd. Manager fee payable 3,239 1,265
Accrued disposal
fee and alignment
fee - 10,761
VinaCapital Vietnam Disposals of
Opportunity Fund Under common real estate
Limited ("VOF") management projects - 565
---------- ----------
3,239 12,591
The interests of the related parties in the shares, underlying
shares and debentures of the Company are as follows:
As at
--------------------------------
30 June 2019 30 June 2018
Number of shares
Asia Investment and Finance Limited 54,321,831 -
Vietnam Investment Partners Ltd (*) 22,286,457 22,286,457
VinaCapital Group Limited 608,553 608,553
-------------- --------------
77,216,841 22,895,010
(*) In accordance with the Second Amended and Restated
Investment Management Agreement, the Investment Manager was
required to use 50% of the realisation fee arising from the
contracted divestment proceeds collected to make market purchases
of the Company's ordinary shares within three months of the receipt
of the realisation fee. The shares acquired are subject to lockups
of between one and two years from the date of acquisition. As at 30
June 2019, there were no ordinary shares under lockup (as at 30
June 2018: 7,039,279 ordinary shares).
As at 30 June 2019, the Investment Manager and its related
parties had an interest of 77,216,841 ordinary shares, representing
52.66% of the Company's total voting rights.
21 FINANCIAL RISK MANAGEMENT
Financial risk factors
The Group holds a diversified property portfolio in Vietnam. As
a result the Group is exposed to a variety of financial risks:
market risk (including price risk, currency risk and interest rate
risk); credit risk; and liquidity risk. The Group's overall risk
management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the
Group's financial performance. The Group's risk management is
coordinated by its Investment Manager who manages the distribution
of the assets to achieve the investment objectives.
Foreign exchange risk
The Group's exposure to risk resulting from changes in foreign
currency exchange rates is moderate as although transactions in
Vietnam are settled in the VND, the value of the VND has
historically been closely linked to that of the USD, the
presentation currency. The value of real estate in Vietnam is based
on pricing that is a combination of VND, USD and gold. For this
reason, a decline in the value of the VND against the USD does not
necessarily mean proportionately lower prices will be obtained in
USD.
The Group has not entered into any other hedging mechanism as
the estimated benefits of available instruments outweigh their
cost. On an ongoing basis the Investment Manager analyses the
current economic environment and expected future conditions and
decides the optimal currency mix considering the risk of currency
fluctuation, interest rate return differentials and transaction
costs. The Investment Manager updates the Board regularly and
reports on any significant changes for further actions to be
taken.
The functional currency of the Company is the USD. The
functional currencies of the Group's subsidiaries in the BVI and
Singapore are the USD while those of its Vietnamese subsidiaries
are the VND. The Group's exposure to currency risk arises from VND
denominated balances at the BVI and Singapore levels and USD
denominated balances at the Vietnamese level.
As at 30 June 2019, the Group was not exposed to foreign
exchange risk as all of the Group's financial assets and
liabilities were denominated in USD.
As at 30 June 2018, the Group's financial assets' and
liabilities' exposures to risk of fluctuations in exchange rates
were as follows:
Short-term exposure Long-term exposure
-------------------------- --------------------------
VND USD VND USD
(USD as (VND as (USD as (VND as
functional functional functional functional
currency) currency) currency) currency)
USD'000 USD'000 USD'000 USD'000
Financial assets 5,631 1 - -
Financial liabilities (565) - - -
-------- ------ ------ ------
Net exposure 5,066 1 - -
At 30 June 2018, if the VND weakened/strengthened by 5%,
post-tax loss for the year would have been USD0.25 million
higher/lower.
Price risk sensitivity
Price risk is the risk that the value of the instrument will
fluctuate as a result of changes in market prices, whether caused
by factors specific to an individual investment, its issuer or all
factors affecting all instruments traded in the market. As the
majority of the Group's financial instruments are carried at fair
value with fair value changes recognised in the consolidated income
statement, all changes in market conditions will directly affect
net investment income.
As at 30 June 2019, the Group had no investment property or
items of property plant and equipment carried at fair value.
Cash flow and fair value interest rate sensitivity
The Group's exposure to interest rate risk is not material as it
did not have any loans or borrowings at year end.
Credit risk analysis
Credit risk is the risk that a counterparty will be unable to
pay amounts in full when due. Impairment provisions are provided
for losses that have been incurred by the Group at the reporting
date.
The Investment Manager maintains a list of approved banks for
holding deposits and set aggregate limits for deposits or exposures
to individual banks. While this list is formally reviewed at least
monthly, it is updated to reflect developments in the market on a
timely basis as information becomes available.
As at 30 June 2019, the Group was not exposed to credit risk as
there were no amounts payable from counterparties.
The Group's exposure to credit risk is limited to the carrying
amounts of financial assets recognised at the reporting date, an
analysis by credit quality is as follows:
30 June 30 June 2018
2019
USD'000 USD'000
Neither past due nor impaired 4,433 32,681
Past due but not impaired, less than - -
6 months
Past due but not impaired, more than - -
6 months
Past due and impaired - -
---------- ----------
4,433 32,681
Less: Allowance for impairment - -
---------- ----------
Total 4,433 32,681
30 June 30 June 2018
2019
USD'000 USD'000
Neither past due nor impaired:
Cash and cash equivalents 4,433 29,079
Short-term investments - 34
Receivable from a related party - 100
Trade receivables - 3,406
Other receivables - 62
---------- ----------
4,433 32,681
Past due but not impaired:
Receivables from disposals of subsidiaries - -
-------- --------
- -
Less: Allowance for impairment - -
Total financial assets, net of provision ---------- ----------
for impairment 4,433 32,681
As at 30 June 2019, the Group has not set aside a provision for
receivables from the disposal of subsidiaries (30 June 2018: nil)
because there are no outstanding receivables from the disposals.
The credit quality of financial assets that are neither past due
nor impaired is assessed by management for each period end. This
assessment takes into account the financial health of the buyers,
or history of payments and defaults of existing buyers of the
Group. Debtors and amounts due from a related party that are
neither past due nor impaired are substantially companies with good
collection track records with the Group. Bank deposits are mainly
transacted with banks of high credit ratings assigned by
international credit-rating agencies.
Cash and cash equivalents and deposits are held at international
and local banks and financial institutions which do not have
histories of default.
The Group has no other significant concentrations of credit
risk.
In accordance with the Group's policy, the Investment Manager
continuously monitors the Group's credit position on a monthly
basis, identified either individually or by group, and incorporates
this information into its credit controls.
The Investment Manager reconsiders the valuations of financial
assets that are impaired or overdue at each reporting date based on
the payment status of the counterparties, recoverability of
receivables, and prevailing market conditions.
Liquidity risk analysis
Liquidity risk is the risk that the Group will experience
difficulty in either realising assets or otherwise raising
sufficient funds to satisfy commitments associated with investments
and financial instruments. The Company seeks to minimise liquidity
risk through preparing and monitoring cash flow forecasts.
At year end, the contractual undiscounted cash flows of the
Group's financial liabilities have contractual maturities
summarised as follows:
Current Non-current
--------------------- -----------------------
Within 6 to 12 From 1 Over
30 June 2019 6 months months to 5 years 5 years
USD'000 USD'000 USD'000 USD'000
Trade and other payables 319 - - -
Payables to related parties 3,239 - - -
-------- -------- -------- --------
3,558 - - -
Within 6 to 12 From 1 Over
30 June 2018 6 months months to 5 years 5 years
USD'000 USD'000 USD'000 USD'000
Trade and other payables 3,166 - - -
Payables to related parties 12,591 - - -
-------- -------- -------- --------
15,757 - - -
The above contractual maturities reflect the gross cash flows,
which may differ from the carrying value of the liabilities at year
end.
Capital management
The Group's capital management objectives are to preserve cash
and maximise the return of capital to shareholders.
Capital as at year end is summarised as follows:
30 June 30 June 2018
2019
USD'000 USD'000
Net assets attributable to the equity
shareholders of the parent 875 46,688
Fair value estimation
The table below analyses financial instruments carried at fair
value, by valuation method. The difference levels have been defined
as follows:
-- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
-- Level 2: Inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from
prices); and
-- Level 3: Inputs for the asset or liability that are not based on observable market data
(that is, unobservable inputs).
The level within which the financial asset is classified is
determined based on the lowest level of significant input to the
fair value measurement.
The financial assets and financial liabilities measured at fair
value in the consolidated balance sheet are grouped into the fair
value hierarchy as follows:
Level Level 2 Level 3 Total
1
As at 30 June 2019 USD'000 USD'000 USD'000 USD'000
Financial liabilities
* Disposal and alignment fees - - (3,239) (3,239)
Level Level 2 Level 3 Total
1
As at 30 June 2018 USD'000 USD'000 USD'000 USD'000
Financial liabilities
* Disposal and alignment fees - - (12,026) (12,026)
There were no transfers between levels during the year.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR PJMBTMBBTBTL
(END) Dow Jones Newswires
August 23, 2019 07:19 ET (11:19 GMT)
Vinaland (LSE:VNL)
Historical Stock Chart
From Oct 2024 to Nov 2024
Vinaland (LSE:VNL)
Historical Stock Chart
From Nov 2023 to Nov 2024
