Aseana Prop. Regulatory News (ASPL)

16 September 2021

Aseana Properties Limited("Aseana", the "Company" or, the "Group")

Half-Year Results for the Six Months Ended 30 June 2021

Aseana Properties Limited (LSE: ASPL), a property developer with investments in Malaysia and Vietnam, listed on the Main Market of the London Stock Exchange, announces its unaudited half-year results for the six-month period ended 30 June 2021.

Operational summary:

· The RuMa Residences have been approximately 71% sold to date based on sale and purchase agreements signed.

· The RuMa Hotel was temporarily closed for 60 days in two different periods due to MCO and achieved an average occupancy rate of approximately 11% in the first six months of 2021. Losses for the six months ending 30th June was approximately 4.6m MYR in line with the budget; second half results will decline resulting from closure of the hotel due to MCO. The hotel has now re-opened but uncertainty remains as the hotel may be subjected to further closure under any future MCO's as mandated by Malaysian government.

· In the first half year of 2021, The Harbour Mall Sandakan performance has exceeded expectations with occupancy rates at about 95%. The mall operator has continued to rebate rental lease payments to tenants during the prevailing MCO as a measure to support the tenants and to retain the occupancy levels. Financial performance through June 30th, 2021 reflects expectations however if MCO continues into the latter half of 2021 financial performance will suffer.

· City International Hospital has been negatively affected by Covid, similar to other hospitals in Vietnam and specifically Ho Chi Minh City ("HCM"). In the first 6 months, revenue decreased about 27% against budget, with overall EBITDA declining by approximately 57% against budget. Since December 2020, management have undertaken cost cutting measures across the board including instituting a hiring freeze, reviewing profit margins and productivity of staff. Performance is expected to improve in the second half as cost savings are realised, however, the Vietnam government mandated total lockdown of HCM in August, this mandate was expected to be gradually lifted starting 15th September, 2021 but has now been extended to month end.

· As reported in our Annual Report issued 2nd August, 2021, it is expected that the Group would be financed via the disposal of its investments in Vietnam, the sale of the remaining existing units of residential inventories at The RuMa Hotel & Residences in West Malaysia, and through the disposals of the Sandakan hotel asset (formerly Four Points Sheraton Sandakan Hotel), the Harbour Mall Sandakan and the RuMa Hotel. The Divestment Team has been actively seeking for potential purchasers.

Financial summary:

· Other Income of US$7.7 million (H1 2020: US$8.6 million)

· Loss before tax of US$3.2 million (H1 2020: loss of US$8.2 million)

· Loss after tax of US$3.3 million (H1 2020: loss of US$8.3 million)

· Total comprehensive loss of US$6.6 million (H1 2020: loss of US$11.1 million)

· Net asset value of US$96.7 million (31 December 2020 (audited): US$101.3 million) or US$0.49 per share (31 December 2020 (audited): US$0.51 per share)

Subsequent Events:

On 25th August, 2021 the Company announced that it had entered into a binding agreement to sell its entire interest in both the City International Hospital and the adjacent International Healthcare Park in HCM. The terms of the transaction are subject to approvals from regulatory authorities as well as conditions to completion. It is expected the completion will take several months. Once completed, the Company will have no assets in Vietnam.

On 9th September, 2021 the Company announced it had entered into a conditional agreement to sell the remaining 58 unsold residential units at The Ruma Hotel & Residences in Kuala Lumpur. Gross sale price is MYR 85.3m (approximately US $20.5m) and is subject to final due diligence by the Buyer as well as receipt of government approval for the sale to a foreign investor. Expected completion will take place within 8 months.

Commenting on the results, Nick Paris, Chairman of Aseana, said:

"The H1 2021 results show that Aseana has still had to deal with challenging market conditions in both Malaysia and Vietnam resulting from the negative impact of COVID 19 and the movement controls introduced by the respective governments to contain the spread of the virus. Nonetheless, the Company has continued to focus on improving the operational performance and narrowing the losses of its operating assets. Since the end of this period we have started to see the results of our divestment activities and we have signed two sale and purchase agreements covering our assets in Vietnam and our high end residences in Kuala Lumpur, Further asset sales are being actively worked on."

For further information:

Notes to Editors:

London-listed Aseana Properties Limited (LSE: ASPL) is a property developer with investments in Malaysia and Vietnam which is in the process of realising its assets.

CHAIRMAN'S STATEMENT

Introduction

I am pleased to report on the results of Aseana Properties Limited and its Group of companies for the six months ended 30 June 2021.

Interim Results for the Half Year ended 30 June 2021

Our interim results in this period continue to reflect the significant impact of the COVID virus on our various operating businesses. Our operating revenue on our assets continued to be reduced and despite significant ongoing cost cutting initiatives, operating losses and cash outflows were inevitable. However, the comprehensive loss for Aseana for the half year did decrease to US$6.6 million (1H 2020: US$11.1 million), our net cash used in operating activities was US$4 million (1H 2020: US$11.0 million) and our cash balance at the end of the period was US$9.7 million (1H 2020: US$2.7 million) after we drew down some further financing. The loss which we are reporting for the six months ended 30 June 2021 has reduced our Net Asset Value per Share from 51 US cents at 31 December 2020 to 49 US cents (30 June 2020: 50 US cents).

Our Business Focus and Recent Property Divestments

Our business focus for the Group continues to be on reducing our operating costs and on improving the operational performances of our remaining assets in order to preserve our cash balances.

In Vietnam, Hoa Lam Corporation, our long standing joint venture partner, has agreed to buy our interests in the City International Hospital and the International Healthcare Park. This transaction is now subject to completion conditions including local regulatory approvals.

In Kuala Lumpur, a foreign investor has contracted to buy our remaining residential units in The RuMa Hotel & Residences. Completion of this sale is subject to approval of various conditions and multiple regulatory authorities, and will take up to eight months.

These two sale transactions will eliminate the majority of debt owed by the Company. In addition, further sale discussions are underway on some of our other assets and we remain alert for any interest for any of our assets from prospective buyers. Our aim continues to be to seek asset sales in a controlled, orderly and timely manner, to pay off our project debts and then to return surplus sale proceeds to our shareholders.

Our listing on the London Stock Exchange

We had to temporarily suspend the listing of our shares on the London Stock Exchange in late June as the audit of our Annual Accounts for the year ended 31st December 2020 had been held up by the movement controls in Malaysia and Vietnam and the deadline for their publication was 30th June. Our Annual Report was subsequently published on 3rd August and we are in discussions with Financial Conduct Authority in the UK to get our listing restored and hope that this will happen shortly.

Acknowledgements

I would like to take this opportunity to thank my colleagues on the Board and throughout our Group and our external advisors, bankers and service providers for their tireless efforts on behalf of the Group and its Shareholders. 

This has been another very challenging period in the corporate life of Aseana but with our recently announced divestments I believe that we are now heading into the final stages of the life of the Company.

NICK PARIS

Chairman

16 September 2021

PROPERTY PORTFOLIO AS AT 30 JUNE 2021

*Shareholding as at 30 June 2021

n/a: Not available/ Not applicable

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE SIX MONTHS ENDED 30 JUNE 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the SIX MONTHS ended 30 June 2021 - Unaudited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the SIX MONTHS ended 30 JuNE 2020 - Unaudited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2020 - audited

# Represents 2 management shares at US$0.05 each

CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE SIX MONTHS ENDED 30 JUNE 2021

CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)FOR THE SIX MONTHS ENDED 30 JUNE 2021

(i) Cash and Cash Equivalents

Cash and cash equivalents included in the consolidated statement of cash flows comprise the following consolidated statement of financial position amounts:

(ii) Included in short term bank deposits and cash and bank balance is US$2,174,000 (31 December 2020:US$2,619,000; 30 June 2020: US$2,502,000) pledged for loans and borrowings and Medium Term Notes of the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2021

1 General Information

The principal activities of the Group are the development of upscale residential and hospitality projects, sale of development land and operation and sale of hotels, a shopping mall and a hospital in Malaysia and Vietnam.

2 Summary of Significant Accounting Policies

2.1 Basis of Preparation

The interim condensed consolidated financial statements for the six months ended 30 June 2021 have been prepared in accordance with IAS 34, Interim Financial Reporting.

The interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2020 which have been prepared in accordance with IFRS.

Taxes on income in the interim period are accrued using the tax rate that would be applicable to expected total annual earnings.

The interim results have not been audited nor reviewed and do not constitute statutory financial statements.

The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2020 as described in those annual financial statements.

The interim report and financial statements were approved by the Board of Directors on 16 September 2021.

3 SegmentAL Information

Segmental information represents the level at which financial information is reported to the Board of Directors, being the chief operating decision makers as defined in IFRS 8. The Directors determine the operating segments based on reports reviewed and used by their staff for strategic decision making and resource allocations. For management purposes, the Group is organised into project units.

The Group's reportable operating segments are as follows:

(i) Investment Holding Companies - investing activities;

(ii) Ireka Land Sdn. Bhd. - developed Tiffani ("Tiffani") by i-ZEN;

(iii) ICSD Ventures Sdn. Bhd. - owns and operates the Harbour Mall Sandakan ("HMS") and the Sandakan hotel asset ("SHA", formerly Four Points by Sheraton Sandakan Hotel);

(iv) Amatir Resources Sdn. Bhd. - developed the SENI Mont' Kiara ("SENI");

(v) The RuMa Hotel KL Sdn Bhd  - operates the RuMa Hotel

(vi) Urban DNA Sdn. Bhd.- developed and owns the RuMa Hotel and Residences ("The RuMa") and

(vii) Hoa Lam-Shangri-La Healthcare Group - master developer of the International Healthcare Park ("IHP"); owns and operates the City International Hospital ("CIH").

Other non-reportable segments comprise the Group's other development projects. None of these segments meets any of the quantitative thresholds for determining reportable segments in 2020 and 2019.

Information regarding the operations of each reportable segment is included below. The Board of Directors monitors the operating results of each segment for the purpose of performance assessments and making decisions on resource allocation. Performance is based on segment gross profit/(loss) and profit/(loss) before taxation, which the Directors believes are the most relevant in evaluating the results relative to other entities in the industry. Segment assets presented inclusive of inter-segment balances and inter-segment pricing is determined on an arm's length basis.

The Group's revenue generating development projects are located in Malaysia and Vietnam.

3 SegmentAL Information (continued)

Operating Segments ended 30 June 2021 - Unaudited

3 SegmentAL Information (continued)

Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items

3 SegmentAL Information (continued)

Operating Segments ended 30 June 2020 - Unaudited

3 SegmentAL Information (continued)

Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items

3 SegmentAL Information (continued)

Operating Segments - Year ended 31 December 2020 - Audited

3 SegmentAL Information (continued)

Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items

3 SegmentAL Information (continued)

Geographical Information - six months ended 30 June 2021 - Unaudited

Geographical Information - six months ended 30 June 2020 - Unaudited

Geographical Information - year ended 31 December 2021 - Audited

In the financial period/year ended 30 June 2021; 30 June 2020; 31 December 2020, no single customer exceeded 10% of the Group's total revenue.

4 Seasonality

The Group's business operations were not materially affected by seasonal factors for the period under review but was affected by the MCO resulting from the Covid 19 pandemic.

5 Cost of Sales

6 Foreign exchange (LOSS)/GAIN

7 Taxation

The numerical reconciliation between the income tax expense and the product of accounting results multiplied by the applicable tax rate is computed as follows:

7 Taxation (Continued)

The applicable corporate tax rate in Malaysia is 24%.

The applicable corporate tax rates in Singapore and Vietnam are 17% and 20% respectively.

A subsidiary of the Group, CIH is granted preferential corporate tax rate of 10% for the results of the hospital operations. The preferential income tax is given by the government of Vietnam due to the subsidiary's involvement in the healthcare industry.

The Company is treated as a tax resident of Jersey for the purpose of Jersey tax laws and is subject to a tax rate of 0%. The Company is also registered as an International Services Entity so it does not have to charge or pay local Goods and Services Tax. The cost for this registration is £200 per annum.

The Directors intend to conduct the Group's affairs such that the central management and control is not exercised in the United Kingdom and so that neither the Company nor any of its subsidiaries carries on any trade in the United Kingdom. The Company and its subsidiaries will thus not be residents in the United Kingdom for taxation purposes. On this basis, they will not be liable for United Kingdom taxation on their income and gains other than income derived from a United Kingdom source.

8 LOSS Per Share

Basic and diluted loss per ordinary share

The calculation of basic and diluted loss per ordinary share for the period/year ended was based on the loss attributable to equity holders of the parent and a weighted average number of ordinary shares outstanding, calculated as below:

9 Loans and Borrowings

The effective interest rates on the bank loans and finance lease arrangement for the period ranged from 5.79% to 11.30% (30 June 2020: 5.55% to 12.50%; 31 December 2020: 6.10% to 11.30%) per annum respectively.

Borrowings are denominated in Malaysian Ringgit, United States Dollars and Vietnamese Dong.

Bank loans are repayable by monthly, quarterly or semi-annual instalments.

Bank loans are secured by land held for property development, work-in-progress, operating assets of the Group, pledged deposits and some by the corporate guarantee of the Company.

Reconciliation of movement of loans and borrowings to cash flows arising from financing activities:

9 Loans and Borrowings (Continued)

10 Medium Term Notes

10 Medium Term Notes (continued)

* Includes net transaction costs in relation to medium term notes due within twelve months of US$0.67 million. (30 June 2020: US$0.18 million; 31 December 2020: US$0.37 million)

Reconciliation of movement of medium term notes to cash flows arising from financing activities:

The medium term notes ("MTNs") were issued pursuant to a programme with a tenor of ten (10) years from the first issue date of the notes. The MTNs were issued by a subsidiary, to fund two development projects known as Sandakan Harbour Square and Aloft Kuala Lumpur Sentral ("AKLS") in Malaysia.

In 2016, the Group completed the sale of the AKLS. The net adjusted price value for the sale of AKLS, which included the sale of the entire issued share capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd. (the "Aloft Companies") were used to redeem the MTN Series 2 and Series 3. Following the completion of the disposal of AKLS, US$96.25 million (RM394.0 million) of MTN associated with the AKLS (Series 3) and the Four Points Sheraton Sandakan (Series 2) were repaid on 19 August 2016. The charges in relation to AKLS was also discharged following the completion of the disposal.

In 2017, Silver Sparrow Berhad ("SSB") obtained consent from the lenders to utilise proceeds of US$4.64 million in the Sales Proceeds Account and Debt Service Reserve Account to partially redeem the MTNs in November 2017. SSB also secured "roll-over" for the remaining MTNs of US$24.43 million which is due on 10 December 2019 and 8 December 2020, it is now repayable on 8 December 2021. The MTNs are rated AAA.

No repayments were made in the current financial period.

10 Medium Term Notes (continued)

The weighted average interest rate of the MTN was 6.02% per annum at the statement of financial position date. The effective interest rates of the MTN and their outstanding amounts are as follows:

The medium term notes are secured by way of:

(i) bank guarantee from two financial institutions in respect of the BG Tranches;

(ii) financial guarantee insurance policy from Danajamin Nasional Berhad ("Danajamin") in respect to the FG Tranches;

(iii) a first fixed and floating charge over the present and future assets and properties of Silver Sparrow Berhad and ICSD Ventures Sdn. Bhd. by way of a debenture;

(iv) a third party first legal fixed charge over ICSD Ventures Sdn. Bhd.'s assets andland;

(v) a corporate guarantee by the Company;

(vi) letter of undertaking from the Company to provide financial and other forms of support to ICSD Ventures Sdn. Bhd. to finance any cost overruns associated with the development of the Sandakan Harbour Square;

(vii) assignment of all its present and future rights, interest and benefits under the ICSD Ventures Sdn. Bhd.'s Put Option Agreements in favour of Danajamin, Malayan Banking Berhad and OCBC Bank (Malaysia) Berhad (collectively as "the guarantors") where once exercised, the sale and purchase of HMS and SHA shall take place in accordance with the provision of the Put Option Agreement; and the proceeds from HMS and SHA will be utilised to repay the MTNs;

(viii) assignment over the disbursement account, revenue account, operating account, sale proceed account, debt service reserve account and sinking fund account of Silver Sparrow Berhad; revenue account of ICSD Venture Sdn. Bhd; 

(ix) assignment of all ICSD Ventures Sdn. Bhd's present and future rights, title, interest and benefits in and under the insurance policies; and

(x) a first legal charge over all the shares of Silver Sparrow Berhad, ICSD Ventures Sdn. Bhd. and any dividends, distributions and entitlements.

10 Medium Term Notes (continued)

Potensi Angkasa Sdn Bhd ("PASB"), a subsidiary incorporated on 25 February 2019, has secured a commercial paper and/or medium term notes programme of not exceeding US$21.02 mil (RM90.0 million) ("CP/MTN Programme") to fund a project known as The RuMa Hotel and Residences. PASB may, from time to time, issue commercial paper and/or medium term notes ("Notes") whereby the nominal value of outstanding Notes shall not exceed US$21.02 million (RM90.0 million) at any one time. The details of the drawdown schedule were as follows: