Last checked at 29 Aug 2012 07:00
29 August 2012
Aseana Properties Limited("Aseana" or the "Company")
Half Year Results for the Six Months Ended 30 June 2012
Aseana Properties Limited (LSE: ASPL), a property developer investing in Malaysia and Vietnam, listed on the Main Market of the London Stock Exchange, announces its half-year results for the six-month period ended 30 June 2012.
Financial highlights:
• | Revenue of US$18.52 million (H1 2011: US$189.67 million), mainly attributable to sales at SENI Mont' Kiara |
• | Gross profit of US$1.78 million (H1 2011: Gross profit of US$25.62 million), mainly attributable to sales at SENI Mont' Kiara |
• | Net loss for the half year of US$3.11 million (H1 2011: Net profit of US$6.89 million) |
• | Group net asset value of US$199.10 million (31 December 2011: US$203.37 million) or US$0.94 per share (31 December 2011: US$0.96 per share) |
Operational highlights:
• | Successfully completed construction of Harbour Mall Sandakan (Phase 3) in March 2012 and Four Points by Sheraton Sandakan hotel (Phase 4) in May 2012 |
• | Long term financing in place for Harbour Mall Sandakan and Four Points by Sheraton Sandakan hotel |
• | Both the retail mall and hotel opened in July 2012 and May 2012 respectively. |
Commenting on the results, Mohammed Azlan Hashim, Chairman of Aseana, said:
"The H1 2012 results are reflective of the challenging property markets in both Malaysia and Vietnam, in particular the high-end property market in Kuala Lumpur. The recently completed investment properties will need to go through a period of stabilization before contributing meaningfully to the Group's earnings. However, we are pleased to note that from a liquidity and balance sheet perspective, the Company is well positioned to weather these near term challenges. Our development portfolio is also well poised to take advantage of the turnaround of the property markets in the medium term."
The Company has also published its Quarterly Investment Update for the period to 30 June 2012, which can be obtained on its website at www.aseanaproperties.com/quarterly.htm.
For further information:
Aseana Properties Limited | Tel: +603 6411 6388 |
Chan Chee Kian | Email: cheekian.chan@ireka.com.my |
Murphy Richards Capital LLP | Tel: 020 3214 9934 |
Paul Richards / Rachel Rees | Email: paul@murphy-richards.com |
Singer Capital Markets Limited | Tel: 020 3205 7500 |
James Maxwell (Corporate Finance) / Sam Greatrex (Sales) | |
Tavistock Communications | Tel: |
Jeremy Carey / James Verstringhe | Email: jcarey@tavistock.co.uk |
Notes to Editors:
London-listed Aseana Properties Limited (LSE: ASPL) is a property developer investing in Malaysia and Vietnam.
Aseana typically invests in development projects at pre-construction stage. Investment is made in projects where it is believed there will be a minimum 30% annualised return on equity ("ROE") on investments in Vietnam and a minimum 20% ROE on investments in Malaysia.
Ireka Development Management Sdn Bhd ("IDM") is the exclusive Development Manager for Aseana. It is a wholly-owned subsidiary of Ireka Corporation Berhad, a company listed on the Bursa Malaysia since 1993, which has over 40 years' experience in construction and property development. IDM is responsible for the day-to-day management of Aseana's property portfolio and the introduction and facilitation of new investment opportunities.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to report on the half-year results for Aseana Properties Limited ("Aseana") and its group of companies ("the Group") for the six months ended 30 June 2012.
In the year to date, the property markets in Malaysia and Vietnam continue to show signs of weaknesses amidst an uncertain global economy. In Malaysia, the general business environment has remained robust, supported in large part by government economic stimulus. The efforts by the government bolstered an inevitable slowdown in exports to the United States, Europe and China, as well as a decline in commodity prices globally. Unfortunately, these measures to date have not translated into real growth in the property market compounded by weaker foreign demand. for properties. The new lending guidelines have been introduced by the Central Bank of Malaysia in January 2012 to manage speculative buying of properties, especially in the higher end segment of the market. The guidelines place the onus on financial institutions to exercise extra restraint in approving loans to consumers.
The economy in Vietnam continues to be sluggish, hampered by slowing demand in exports and deferments in capital investments by local and foreign companies due to high borrowing costs and the financial crisis. On the positive side, the government's credit tightening efforts have managed to lower the inflation rate in July 2012 to 5.35%, the lowest recorded since November 2009, and down from a peak of 23.02% in August 2011.
The Board believes that the Company is well placed to face these near-term challenges for the following key reasons:
• | On-going residential properties for sale in Malaysia (SENI Mont' Kiara and Tiffani by i-ZEN) are completed and majority are sold |
• | Investment properties in Malaysia (Harbour Mall Sandakan, Four Points by Sheraton Sandakan hotel and Aloft Kuala Lumpur Sentral hotel) have secured long-term financing and are either completed or near completion |
• | The on-going key project in Vietnam (International Hi-tech Healthcare Park) is in the much-in-demand healthcare sector and has secured long-term financing |
• | Impending launches will be positioned and timed cautiously in the affordable luxury segment (KLCC Kia Peng Project, Kuala Lumpur), and landed villas segment (Waterside Estate (formerly known as 'Phuoc Long B project'), Ho Chi Minh City), both segments which have shown relative resilience in recent times. |
In July 2012, the Board took steps to address the concerns raised by shareholders by announcing a number of proposals which include a return in aggregate of US$100 million in capital to shareholders by 2015 and the reorganisation of the Company's management and operational structure. The Company continues to make progress in putting in place the necessary prerequisites to implement the proposals and will announce the full details of these proposals to shareholders as soon as practicable.
Results
For the six months ended 30 June 2012, the Group recorded revenue of US$18.52 million (H1 2011: US$189.67 million) and a net loss for the period of US$3.11 million (H1 2011: profit of US$6.89 million). The revenue and profit were mainly derived from the continuing sale of apartment units at SENI Mont' Kiara. The results include a charge to the cost of acquisition of US$3.20 million (H1 2011: US$24.90 million).
Net asset value for the Group for the period under review is slightly lower at US$199.10 million (31 December 2011: US$203.37 million) or US$0.94 per share (31 December 2011: US$0.96).
In December 2011, Aseana announced its intention to commence a limited share buy-back programme of up to 500,000 Ordinary Shares. The share buy-back programme was conducted between 4 to 24 January 2012, and resulted in 500,000 Ordinary Shares being bought at an average price of 34.93 cents. These shares are currently held as treasury shares.
Review of Activities and Property Portfolio
Sales status (based on Sales and Purchase agreements signed):
Projects | % sales as at July 2012 | % sales as at December 2011 |
Tiffani by i-ZEN | 96% | 96% |
SENI Mont' Kiara | 83% | 71% |
Sandakan Harbour Square - Phase 2 retail lots | 100% | 99% |
KL Sentral Office Towers & Hotel - Office tower 1 - Office tower 2 - Hotel |
100% 100% 100% |
100% 100% 100% |
Malaysia
The sales at SENI Mont' Kiara continue to be an important focus of the Group. The introduction of stricter borrowing guidelines by the Central Bank as described earlier has slowed the progress of sales transactions at SENI. Despite the challenging economy, sales at SENI have reached 83%, and we continue to be optimistic of achieving the targeted 90% by the end of year 2012.
In March 2012, the Group successfully completed the construction of Harbour Mall Sandakan consisting of approximately 200,000 square feet of net lettable space. The retail mall was soft-opened for business on 16 July 2012. To date, occupancy at the mall stands at 41%, with notable tenants such as Parkwell, McDonalds, Levi's, The Body Shop, Watsons, GNC, Tomei Gold & Jewellery and Guardian. The Group is targeting 55% occupancy by the end of the year.
The Group has also partially completed the construction of the Four Points Sheraton Sandakan hotel during the period under review and the hotel was soft-opened for business on 30 May 2012. To date, 180 rooms are ready for occupancy, with the remaining 119 rooms due to progressively come on stream by end September 2012.
The second half of the year will be a busy period for Aseana as we continue to work on the sale of apartments at SENI Mont' Kiara and Tiffani by i-ZEN. Aseana is also on track to complete the construction of KL Sentral Office Towers and Hotel project in December 2012. The construction start date for KLCC Kia Peng Residential and Boutique Hotel project is expected in October 2012 with planned sales launch to follow shortly thereafter.
Vietnam
Aseana continues to make good progress on the development of City International Hospital, the maiden project at the International Hi-Tech Healthcare Park, Ho Chi Minh City. Construction is expected to complete by end of the year, with the hospital slated for opening in Q1 2013.
Having obtained the Investment License for the Waterside Estate project in December 2011, the Group has made steady progress with the project planning. Phase 1 of the project consisting of 37 units of riverside villas is being prepared for launch in Q4 2012, subject to market conditions.
MOHAMMED AZLAN HASHIM
Chairman
28 August 2012
DEVELOPMENT MANAGER'S REVIEW
Malaysia Economic Update
The pace of the global recovery has moderated in the recent months. The latest data points to slower economic activity and more challenging growth prospects in several regions around the world. In Asia, economic activity was affected by weaker external demand. In spite of this challenging environment, the Malaysian economy recorded higher growth of 5.4% in the second quarter (Q1 2012: 4.9%), driven by stronger domestic demand, which rose by 13.8% (Q1 2012: 9.7%). This was supported by robust growth in expenditure in both the private and public sectors, while net exports moderated further due to weaker exports and higher imports. On the supply side, most major economic sectors continued to expand, led by the services, manufacturing and construction sectors.
The Malaysian Government is forecasting growth for 2012 of 4.0 to 5.0%. Strong domestic activity is expected to be the main driver, with the Economic Transformation Programme ("ETP") and Government Transformation Programme ("GTP") continuing to be the main catalyst. To date, the Government has unveiled 134 projects under the ETP with investments totaling RM197.49 billion (US$64.44 billion).
Monetary conditions also remained supportive of economic growth. The Central Bank of Malaysia held the overnight policy rate at 3.0% and statutory reserve requirement at 4.0% June 2011 and July 2011 respectively.
The Consumer Sentiment Index by the Malaysian Institute of Economic Research ("MIER") is stable at 114.9 points in second quarter of 2012 (Q1 2012: 114.3 points), the highest level since the fourth quarter of 2010. This is supported by a buoyant employment situation, rising levels of disposable income and a growing population base. On the other hand, MIER's Business Conditions Index decreased slightly to 111.5 points in the second quarter of 2012 (Q1 2012: 116.5 points) due to unfavorable outlook for sales and production impacted by global events like the Eurozone debt crisis, the Japan and Thailand natural disasters.
Overview of Property Market in Klang Valley, Malaysia
Offices
| |
▪ | Total supply of office space in the Klang Valley increased to from 96.73 million sq ft to 97.26 million sq ft in Q2 2012 due to the completion of five new office buildings
|
▪ | In Q2 2012, the average occupancy rate of office space in the Klang Valley remained stable at 81%.
|
▪ | Market prices and rental rates remained stable. Net yields for office buildings ranged between 6% and 8%.
|
▪ | Three en-bloc office transactions were recorded during Q2 2012: (i) Menara Tun Razak 2 (Grade: Prime) were sold at a price of US$165.6 million (US$376 psf); (ii) Tower 8 (Grade: Prime) were sold for US$30.5 million (US$305 psf). (iii) Wisma UEP (Grade: Secondary A) were sold at a price of US$12.9 million (US$144 psf).
|
Retail
| |
▪ | Two retail centres were completed in Q2 2012 increasing the total supply of retail centres in the Klang Valley from 52.81 million sq ft to 54.73 million sq ft.
|
▪ | Market prices and rental rates of retail centres in the Klang Valley remained stable in Q2 2012.
|
▪ | Overall occupancy rate of Klang Valley retail centres increased slightly from 87.1% in Q1 2012 to 87.6% in Q2 2012.
|
▪ | IGB Corp Bhd has proposed to set up and list a real estate investment trust (REIT) on the Main Market, comprising of two malls in Klang Valley namely Mid Valley Megamall and The Gardens Mall for a total consideration of US$1.50 billion.
|
Residential
| |
▪ | Four projects comprising a total of 723 units were completed in Q2 2012. Hence, the total cumulative supply of existing condominium units increased to 228,424 units.
|
▪ | Market prices and rentals were generally stable during the quarter.
|
▪ | Average occupancy rate for condominiums was at 88% in Q2 2012.
|
▪ | Selected new launches: (i) Damai 88 (150 units) located on Jalan Damai, Ampang launched in April 2012 with an average price of US$422 psf, achieved 40% take-up rate during the quarter. (ii) D'Majestic (135 units) located on Jalan Pudu, KL City Centre launched in April 2012 with an average price of US$390 psf, achieved 50% take-up rate during the quarter.
|
Hospitality
| |
▪ | Malaysia recorded a total of 24.7 million tourist arrivals in 2011, an increase of 0.4% from 2010.
|
▪ | Average occupancy rate for Q2 2012 is recorded at 68.7% (Q1 2012:65.4%).
|
▪ | Average daily room rates for International and Business class hotels in the Klang Valley decreased by 3.2% and 24.1% respectively
|
▪ | Dijaya Corp. Bhd purchased a 171-room boutique hotel for a cash consideration of US$17.5 million (US$102,536 per room) from Multi-Purpose Holdings Bhd. The 9-storey hotel located along Jalan Pudu has a 3-star rating offers a gross floor area of 9,988.84 sq m including 77 car parking bays.
|
Source: Bank Negara Malaysia website, Jones Lang Wootton Q2 report, MIER, various publications
Exchange rate - 30 June 2012: US$1:RM3.1776
Vietnam Economic Update
The Vietnamese economy rose 4.38% in the first half of the year of 2012, which was below the government's target of 6.0% for 2012. Exports showed strong growth of 22.2% year-on-year (US$53.1 billion) with a lower import growth rate of 6.9% year-on-year (US$53.8 billion), helping to improve Vietnam's trade deficit for the first half of 2012. Total committed foreign direct investment for the past seven months totaled US$8.0 billion, with realised foreign direct investment estimated at US$6.3 billion.
In July 2012, inflation declined further to 5.35%, the lowest recorded since November 2009, and down from a peak of 23.02% in August 2011. The slowdown is largely due to government measures to help ease inflation over the past few months.
During the period under review, the base interest rate remained unchanged at 9%. However, the State Bank of Vietnam ("SBV") slashed the refinancing rate, discount rate and deposit rate cap to 10% (January: 15%), 8% (January: 13%) and 9% (January: 14%) respectively with the aim of easing the burden on the weary real estate market and decreasing inflation. SBV also maintains strict monitoring on the US Dollar and gold trading, helping to stablise the local currency at VND20,828/US$ since December 2011.
Overview of Property Market in Vietnam
Offices
| |
▪ | Four Grade C office buildings entered the market in Q2 2012 adding over 11,000 sqm GFA to the stock, an increase of 1% q-o-q and 7% y-o-y.
|
▪ | Average occupancy rate of overall office market in Q2 2012 is at 87% (Q1 2012: 86%).
|
▪ | Average rental rates for offices continued to decline in Q2 2012 by 2.7% q-o-q to US$ 20.89 psm per month. Grade A office rents decreased by 1.9% to US$30.79 psm per month and Grade B office rents down by 3.3% to US$17.06 psm per month.
|
Retail
| |
▪ | Total retail area in Ho Chi Minh City in Q2 2012 stands approximately 683,000 sqm with 94 retail centres.
|
▪ | Shopping centres led the list of the City's retail stock with 43% market share, followed by supermarkets and department stores.
|
▪ | Both average market rents and occupancy rate decreased compared with the previous quarter, by 3% and 1% respectively
|
Residential
| |
▪ | Four new apartment projects were launched this quarter with 722 units, increasing the total primary supply by 2% q-o-q and 3% y-o-y.
|
▪ | Launch of new phases of the Chateau and Hoja villa projects increased the primary stock of villas by 20% q-o-q.
|
▪ | The average primary price of high-end, mid-end, and affordable apartment for sale in Q2 2012 was recorded at approx. US$2,043 psm (Q1 2012: US$2,414 psm), US$1,822 psm (Q1 2012: US$1,120 psm) and US$817 psm (Q1 2012: US$772 psm) respectively.
|
Hospitality
| |
▪ | International visitors to Vietnam in H1 2012 reached up to 3.4 million arrivals, an increase of 13.9% from the same period last year.
|
▪ | One new 4-star hotel (Novotel Saigon Centre with 247 rooms) was completed in Q2 2012, increasing the total supply of hotel rooms to 11,106 rooms.
|
▪ | Average occupancy rate of hotels in HCMC decreased from 77% in Q1 2012 to 66% in Q2 2012, due to low tourism numbers.
|
▪ | Average room rates for Q2 2012 achieved US$95 per room per night, declining by 2% q-o-q.
|
Source: General Statistics Office of Vietnam, Savills, CBRE, various publications
Exchange rate - 30 June 2012: US$1:VND20,890
LAI VOON HON
President / Chief Executive Officer
Ireka Development Management Sdn. Bhd.
Development Manager
28 August 2012
PROPERTY PORTFOLIO AS AT 30 JUNE 2012
Project | Type | Effective Ownership | Approx. Gross Floor Area (sq m) | Approx. Land Area (sq m) | Scheduled completion |
Completed projects | |||||
Tiffani by i-ZEN Kuala Lumpur, Malaysia | Luxury condominiums | 100% | 81,000 | 15,000 | Completed August 2009 |
1 Mont' Kiara by i-ZEN Kuala Lumpur, Malaysia | Office suites, office tower and retail mall | 100% | 96,000 | 14,000 | Completed November 2010 |
SENI Mont' Kiara Kuala Lumpur, Malaysia | Luxury condominiums | 100% | 225,000 | 36,000 | Phase 1: Completed April 2011 Phase 2: Completed October 2011 |
Sandakan Harbour Square Sandakan, Sabah, Malaysia | Retail lots, hotel and retail mall | 100% | 126,000 | 48,000 | Retail lots Completed 2009 Retail mall: Completed March 2012 Hotel: Completed May 2012 |
Projects under development | |||||
Kuala Lumpur Sentral Office Towers & Hotel Kuala Lumpur, Malaysia | Office towers and a business hotel | 40% | 107,000 | 8,000 | Fourth quarter of 2012 |
Aloft Kuala Lumpur Sentral hotel Kuala Lumpur, Malaysia | Business-class hotel | 100% | 28,000 | 5,000 | First quarter of 2013 |
Phase 1: City International Hospital, International Hi-tech Healthcare Park, Ho Chi Minh City, Vietnam | Private general hospital | 66.4% | 48,000 | 25,000 | Fourth quarter of 2012 |
Private equity investment | |||||
Equity investment in Nam Long Investment Corporation, an established developer in Ho Chi Minh City, Vietnam | Private equity investment | 16.4% | n/a | n/a | n/a |
Pipeline projects | |||||
KLCC Kia Peng Residential Project Kuala Lumpur, Malaysia | Luxury residential tower | 70% | 40,000 | 4,000 | n/a |
Kota Kinabalu seafront resort & residences Kota Kinabalu, Sabah, Malaysia | (i) Boutique resort hotel resort villas (ii) Resort homes | 100% 80% | n/a | 327,000 | n/a |
Waterside Estate, Ho Chi Minh City, Vietnam | Villas and high-rise apartments | 55% | 93,000 | 56,000 | n/a |
Other developments in International Hi-tech Healthcare Park, Ho Chi Minh City, Vietnam | Commercial and residential development with healthcare theme | 66.4% | 972,000 | 351,000 | n/a |
Tan Thuan Dong Residential Project Ho Chi Minh City, Vietnam | Apartments and commercial development | 80% | 83,000 | 20,000 | n/a |
Queen's Place Ho Chi Minh City, Vietnam | Residential, offices and retail mall | 65% | n/a | 8,000 | n/a |
n/a: Not available / not applicable
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
SIX MONTHS ENDED 30 JUNE 2012
Unaudited | Unaudited | Audited | |||
Six months | Six months | Year | |||
ended 30 June | ended 30 June | ended 31 December | |||
2012 | 2011 | 2011 | |||
Continuing activities | Notes | US$'000 | US$'000 | US$'000 | |
Revenue | 18,521 | 189,671 | 281,142 | ||
Cost of sales | 5 | (16,743) | (164,055) | (236,645) | |
Gross profit | 1,778 | 25,616 | 44,497 | ||
Other income | 3,694 | 413 | 2,146 | ||
Administrative expenses | (1,164) | (664) | (2,053) | ||
Foreign exchange (loss)/gain | 6 | (24) | 403 | (1,014) | |
Management fees | (2,007) | (1,724) | (3,972) | ||
Marketing expenses | (1,394) | (4,787) | (2,720) | ||
Other operating expenses | (2,601) | (1,257) | (3,210) | ||
Operating (loss)/profit | (1,718) | 18,000 | 33,674 | ||
Finance income | 178 | 365 | 602 | ||
Finance costs | (798) | (183) | (1,144) | ||
Net finance (costs)/income | (620) | 182 | (542) | ||
Net (loss)/profit before taxation | (2,338) | 18,182 | 33,132 | ||
Taxation | 7 | (776) | (11,289) | (18,992) | |
(Loss)/ profit for the period/year | (3,114) | 6,893 | 14,140 | ||
Other comprehensive (expense)/ income, net of tax Foreign currency translation differences for foreign operations | (177) | 49 | (3,364) | ||
Total other comprehensive (expense)/ income for the period/year | (177) | 49 | (3,364) | ||
Total comprehensive (expense)/income for the period/year | (3,291) | 6,942 | 10,776 | ||
(Loss)/profit attributable to: Equity holders of the parent | (2,626) |
7,198 |
16,058 | ||
Non-controlling interests | (488) | (305) | (1,918) | ||
Total | (3,114) | 6,893 | 14,140 | ||
Total comprehensive (expense)/income attributable to: Equity holders of the parent | (2,933) |
7,650 |
12,625 | ||
Non-controlling interests | (358) | (708) | (1,849) | ||
Total | (3,291) | 6,942 | 10,776 | ||
(Loss)/earnings per share | |||||
Basic and diluted (US cents) | 8 | (1.24) | 3.39 | 7.56 | |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2012
Unaudited | Unaudited | Audited | ||
| As at 30 June | As at 30 June | As at 31 December | |
2012 | 2011 | 2011 | ||
Notes | US$'000 | US$'000 | US$'000 | |
Non-current assets | ||||
Property, plant and equipment | 4,613 | 4,619 | 4,629 | |
Investment in an associate | - | - | - | |
Available-for-sale investments | 22,052 | 22,052 | 22,052 | |
Intangible assets | 14,840 | 15,937 | 15,003 | |
Deferred tax assets | 689 | 10,187 | 691 | |
Total non-current assets | 42,194 | 52,795 | 42,375 | |
Current assets | ||||
Inventories | 303,792 | 347,023 | 285,006 | |
Held-for-trading financial instrument | 6,670 | - | 21,384 | |
Trade and other receivables | 56,706 | 37,143 | 33,485 | |
Amount due from an associate | 191 | 207 | 122 | |
Current tax asset | 194 | - | 142 | |
Cash and cash equivalents | 19,588 | 43,426 | 32,610 | |
Total current assets | 387,141 | 427,799 | 372,749 | |
TOTAL ASSETS | 429,335 | 480,594 | 415,124 | |
Equity | ||||
Share capital | 10,626 | 10,626 | 10,626 | |
Share premium | 218,925 | 221,226 | 219,101 | |
Capital redemption reserve | 1,874 | 1,874 | 1,874 | |
Translation reserve | (569) | 3,623 | (262) | |
Fair value reserve | 4,828 | 4,828 | 4,828 | |
Accumulated losses | (36,587) | (41,660) | (32,797) | |
Shareholders' equity | 199,097 | 200,517 | 203,370 | |
Non-controlling interests | 13,513 | 3,638 | 4,276 | |
Total equity | 212,610 | 204,155 | 207,646 | |
Current liabilities | ||||
Amount due to non-controlling interests | 1,510 | - | - | |
Deferred revenue | 38,089 | 63,310 | - | |
Trade and other payables | 46,669 | 96,111 | 74,338 | |
Bank loans and borrowings | 9 | 20,898 | 80,346 | 37,393 |
Current tax liabilities | 3,501 | 11,956 | 4,118 | |
Total current liabilities | 110,667 | 251,723 | 115,849 | |
Non-current liabilities | ||||
Amount due to non-controlling interests | 3,000 | 3,082 | 3,006 | |
Bank loans | 10 | 26,896 | 21,634 | 12,889 |
Medium term notes | 11 | 76,162 | - | 75,734 |
Total non-current liabilities | 106,058 | 24,716 | 91,629 | |
Total liabilities | 216,725 | 276,439 | 207,478 | |
TOTAL EQUITY AND LIABILITIES | 429,335 | 480,594 | 415,124 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2012 - UNAUDITED
|
Share Capital US$'000 |
Share Premium US$'000 |
Capital Redemption Reserve US$'000 | Translation Reserve US$'000 |
Fair Value Reserve US$'000 | Accumulated Losses US$'000 | Total Equity Attributable to Equity Holders of the Parent US$'000 |
Non- Controlling Interests US$'000 |
Total Equity US$'000 |
At 1 January 2012 | 10,626 | 219,101 | 1,874 | (262) | 4,828 | (32,797) | 203,370 | 4,276 | 207,646 |
Purchase of own shares | - | (176) | - | - | - | - | (176) | - | (176) |
Non-controlling interests contribution | - | - | - | - | - | - | - | 8,431 | 8,431 |
Change in ownership interest in subsidiaries | - | - | - | - | - |
(1,164) | (1,164) | 1,164 | - |
Loss for the period | - | - | - | - | - | (2,626) | (2,626) | (488) | (3,114) |
Total other comprehensive expense | - | - | - | (307) | - | - | (307) | 130 | (177) |
Total comprehensive expense | - | - | - | (307) | - | (2,626) | (2,933) | (358) | (3,291) |
Shareholders' equity at 30 June 2012 | 10,626 | 218,925 | 1,874 | (569) | 4,828 | (36,587) | 199,097 | 13,513 | 212,610 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2011 - UNAUDITED
|
Share Capital US$'000 |
Share Premium US$'000 |
Capital Redemption Reserve US$'000 | Translation Reserve US$'000 |
Fair Value Reserve US$'000 | Accumulated Losses US$'000 | Total Equity Attributable to Equity Holders of the Parent US$'000 |
Non- Controlling Interests US$'000 |
Total Equity US$'000 |
At 1 January 2011 | 10,626 | 221,226 | 1,874 | 3,171 | 4,828 | (48,858) | 192,867 | 4,346 | 197,213 |
Profit for the period | - | - | - | - | - | 7,198 | 7,198 | (305) | 6,893 |
Total other comprehensive income | - | - | - | 452 | - | - | 452 | (403) | 49 |
Total comprehensive income | - | - | - | 452 | - | 7,198 | 7,650 | (708) | 6,942 |
Shareholders' equity at 30 June 2011 | 10,626 | 221,226 | 1,874 | 3,623 | 4,828 | (41,660) | 200,517 | 3,638 | 204,155 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011 - AUDITED
|
Share Capital US$'000 |
Share Premium US$'000 |
Capital Redemption Reserve US$'000 |
Translation Reserve US$'000 | Fair Value Reserve US$'000 |
Accumulated Losses US$'000 | Total Equity Attributable to Equity Holders of the Parent US$'000 |
Non- Controlling Interests US$'000 |
Total Equity US$'000 |
At 1 January 2011 | 10,626 | 221,226 | 1,874 | 3,171 | 4,828 | (48,858) | 192,867 | 4,346 | 197,213 |
Acquisition from non-controlling interests | - | - | - | - | - | 3 | 3 | (14) | (11) |
Non-controlling interests contribution |
- |
- |
- |
- | - |
- |
- |
1,793 |
1,793 |
Profit for the year | - | - | - | - | - | 16,058 | 16,058 | (1,918) | 14,140 |
Total other comprehensive expense | - | - | - | (3,433) | - | - | (3,433) | 69 | (3,364) |
Total comprehensive income | - | - | - | (3,433) | - | 16,058 | 12,625 | (1,849) | 10,776 |
Dividends to equity holders of the parent | - | (2,125) | - | - | - | - | (2,125) | - | (2,125) |
Shareholders' equity at 31 December 2011 | 10,626 | 219,101 | 1,874 | (262) | 4,828 | (32,797) | 203,370 | 4,276 | 207,646 |
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED 30 JUNE 2012
Unaudited | Unaudited | Audited | |
Six months | Six months | Year | |
ended 30 June | ended 30 June | ended 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
Cash Flows from Operating Activities | |||
Net (loss)/ profit before taxation | (2,338) | 18,182 | 33,132 |
Finance income | (178) | (365) | (602) |
Finance costs | 798 | 183 | 1,144 |
Unrealised foreign exchange loss | 123 | 540 | 20 |
(Reversal of impairment)/impairment of trade receivables | (356) | - | 419 |
Impairment of goodwill | 163 | 1,237 | 2,171 |
Depreciation of property, plant and equipment | 346 | 65 | 142 |
Property, plant and equipment written off | - | 1 | 156 |
Fair value loss/(gain) on held-for-trading financial instrument | 60 | - | (26) |
Operating (loss)/ profit before working capital changes | (1,382) | 19,843 | 36,556 |
Changes in working capital: | |||
(Increase)/decrease in inventories | (15,769) | 86,642 | 150,591 |
Increase in receivables | (22,865) | (5,644) | (2,390) |
Increase/(decrease) in deferred revenue | 38,089 | (125,152) | (188,462) |
Decrease in payables | (17,908) | (19,382) | (37,543) |
Cash used in operations | (19,835) | (43,693) | (41,248) |
Interest paid | (3,815) | (2,375) | (5,268) |
Tax paid | (1,410) | (2,614) | (8,453) |
Net cash used in operating activities | (25,060) | (48,682) | (54,969) |
Cash Flows From Investing Activities | |||
Acquisition of non-controlling interests | - | - | (11) |
(Advances to)/ repayment from associate | (69) | 175 | 260 |
Purchase of held-for-trading financial instrument | - | - | (24,145) |
Disposal of held-for-trading financial instrument | 14,654 | - | 2,787 |
Purchase of property, plant and equipment | (323) | (173) | (591) |
Finance income received | 178 | 365 | 602 |
Net cash from/(used in) investing activities | 14,440 | 367 | (21,098) |
| |||
Cash Flows From Financing Activities | |||
Purchase of own shares | (176) | - | - |
Repayment of borrowings, bank loans and medium term notes | (10,070) | (82,613) | (131,822) |
Drawdown of borrowings, bank loans and medium term notes | 8,010 | 31,487 | 104,732 |
Dividend paid to equity holders of the parent | - | - | (2,125) |
Net cash used in financing activities | (2,236) | (51,126) | (29,215) |
Net changes in cash and cash equivalents during the period/year | (12,856) | (99,441) | (105,282) |
Effect of changes in exchange rates | (166) | 1,938 | (3,037) |
Cash and cash equivalents at the beginning of the period/year | 32,610 | 140,929 | 140,929 |
Cash and cash equivalents at the end of the period/year | 19,588 | 43,426 | 32,610 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2012
1. General Information
The principal activities of the Group are acquisition, development and redevelopment of upscale residential, commercial, hospitality and healthcare projects in the major cities of Malaysia and Vietnam. The Group typically invests in development projects at the pre-construction stage and may also selectively invests in projects in construction and newly completed projects with potential capital appreciation.
2. Summary of Significant Accounting Policies
2.1. Basis of Preparation
The interim condensed consolidated financial statements for the six months ended 30 June 2012 has 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 2011 which has 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 2011 as described in those annual financial statements.
The interim report and financial statements were approved by the Board of Directors on 28 August 2012.
3. SegmentAL Information
The Group's assets and business activities are managed by Ireka Development Management Sdn. Bhd. ("IDM") as the Development Manager under a management agreement dated 27 March 2007.
Segmental information represents the level at which financial information is reported to the Executive Management of IDM, being the chief operating decision maker as defined in IFRS 8. The Executive Management consists of the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer of IDM. The management determines the operating segments based on reports reviewed and used by the Executive Management for strategic decision-making and resource allocation. For management purposes, the Group is organised into project units.
The Group's reportable operating segments are as follows:
(i) Ireka Land Sdn. Bhd. - Tiffani by i-ZEN and 1 Mont' Kiara by i-ZEN;
(ii) ICSD Ventures Sdn. Bhd. - develops Sandakan Harbour Square; and
(iii) Amatir Resources Sdn. Bhd. - develops SENI Mont' Kiara.
Other non-reportable segments comprise the Group's Vietnam subsidiaries which are developing the Hi-Tech Healthcare Park and other new development projects. None of these segments meets any of the quantitative thresholds for determining reportable segments in 2012 and 2011.
Information regarding the operations of each reportable segment is included below. The Executive Management 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 and profit before taxation, which the Executive Management believes are the most relevant in evaluating the results relative to other entities in the industry. Segment assets and liabilities are 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 currently only in Malaysia since development activities in Vietnam are still at approval and construction stages.
Operating Segments - ended 30 June 2012
Ireka Land Sdn. Bhd. | ICSD Ventures Sdn. Bhd. | Amatir Resources Sdn. Bhd. |
Total | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Segment profit/(loss) before taxation | 1,229 | (1,606) | 591 | 214 |
Included in the measure of segment profit/(loss) are: | ||||
Revenue | - | 612 | 17,764 | 18,376 |
Cost of acquisition written down | - | (36) | (3,003) | (3,039) |
Goodwill impairment | - | - | (163) | (163) |
Marketing expenses | - | (2) | (1,386) | (1,388) |
Depreciation of property, plant and equipment | (3) | (294) | (1) | (298) |
Finance costs | - | (195) | (447) | (642) |
Finance income | 15 | 4 | 31 | 50 |
Segment assets | ||||
Included in the measure of segment assets are: | 14,153 | 106,347 | 149,139 | 269,639 |
Addition to non-current assets other than financial instruments and deferred tax assets | - | 225 | - | 225 |
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items
|
Profit or loss | US$'000 |
Total profit or loss for reportable segments | 214 |
Other non-reportable segments | (2,476) |
Depreciation | (48) |
Finance cost | (156) |
Finance income | 128 |
Consolidated loss before taxation | (2,338) |
Operating Segments - ended 30 June 2011
Ireka Land Sdn. Bhd. | ICSD Ventures Sdn. Bhd. | Amatir Resources Sdn. Bhd. |
Total | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Segment (loss)/profit before taxation | (215) | (161) | 20,262 | 19,886 |
Included in the measure of segment (loss)/profit are: | ||||
Revenue | 1,060 | 3,545 | 184,870 | 189,475 |
Cost of acquisition written down | (84) | (754) | (22,825) | (23,663) |
Goodwill impairment | - | - | (1,237) | (1,237) |
Marketing expenses | - | (54) | (4,733) | (4,787) |
Depreciation of property, plant and equipment | (13) | (10) | (1) | (24) |
Finance costs | - | (65) | - | (65) |
Finance income | 175 | 39 | 78 | 292 |
Ireka Land Sdn. Bhd. | ICSD Ventures Sdn. Bhd. | Amatir Resources Sdn. Bhd. |
Total | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Segment assets | 37,993 | 83,191 | 216,558 | 337,742 |
Included in the measure of segment assets are: | ||||
Addition to non-current assets other than financial instruments and deferred tax assets | - | 37 | - | 37 |
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items
Profit or loss | US$'000 |
Total profit or loss for reportable segments | 19,886 |
Other non-reportable segments | (1,618) |
Depreciation | (41) |
Finance cost | (118) |
Finance income | 73 |
Consolidated profit before taxation | 18,182 |
Operating Segments - ended 31 December 2011
Ireka Land Sdn. Bhd. | ICSD Ventures Sdn. Bhd. | Amatir Resources Sdn. Bhd. |
Total | ||||
US$'000 | US$'000 | US$'000 | US$'000 | ||||
Segment profit/ (loss) before taxation | 2,204 | (1,488) | 38,725 | 39,441 | |||
Included in the measure of segment profit/ (loss) are: | |||||||
Revenue | 1,885 | 3,932 | 274,971 | 280,788 | |||
Cost of acquisition written down | (1,216) | (1,030) | (40,053) | (42,299) | |||
Goodwill impairment | - | - | (2,171) | (2,171) | |||
Marketing expenses | - | (80) | (2,640) | (2,720) | |||
Depreciation of property, plant and equipment |
(19) |
(23) |
(1) |
(43) | |||
Finance costs | - | (65) | (203) | (268) | |||
Finance income | 238 | 95 | 163 | 496 | |||
Segment assets | 23,913 | 94,286 | 128,669 | 246,868 | |||
Included in the measure of segment assets are: | |||||||
Addition to non-current assets other than financial instruments and deferred tax assets | - | 63 | - | 63 | |||
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items | |||||||
Profit or loss | US$'000 |
Total profit or loss for reportable segments | 39,441 |
Other non-reportable segments | (5,440) |
Depreciation | (99) |
Finance cost | (876) |
Finance income | 106 |
Consolidated profit before taxation | 33,132 |
30 June 2012 US$'000 | Revenue | Depreciation | Finance costs | Finance income | Segment assets | Addition to non-current assets |
Total reportable segment | 18,376 | (298) | (642) | 50 | 269,639 | 225 |
Other non-reportable segments | 145 | (48) | (156) | 128 | 159,696 | 98 |
Consolidated total | 18,521 | (346) | (798) | 178 | 429,335 | 323 |
30 June 2011 US$'000 | Revenue | Depreciation | Finance costs | Finance income | Segment assets | Addition to non-current assets |
Total reportable segment | 189,475 | (24) | (65) | 292 | 337,742 | 37 |
Other non-reportable segments | 196 | (41) | (118) | 73 | 142,852 | 136 |
Consolidated total | 189,671 | (65) | (183) | 365 | 480,594 | 173 |
31 December 2011 US$'000 | Revenue | Depreciation | Finance costs | Finance income | Segment assets | Addition to non-current assets |
Total reportable segment | 280,788 | (43) | (268) | 496 | 246,868 | 63 |
Other non-reportable segments | 354 | (99) | (876) | 106 | 168,256 | 528 |
Consolidated total | 281,142 | (142) | (1,144) | 602 | 415,124 | 591 |
Geographical Information - ended 30 June 2012
Malaysia | Vietnam | Others | Consolidated | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Revenue | 18,521 | - | - | 18,521 |
Non-current assets | 8,347 | 33,847 | - | 42,194 |
Others include Jersey, British Virgin Islands and Singapore.
For the financial period ended 30 June 2012, no single customer exceeded 10% of the Group's total revenue.
Geographical Information - ended 30 June 2011
Malaysia | Vietnam | Others | Consolidated | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Revenue | 189,671 | - |
- - | 189,671 |
Non-current assets | 19,028 | 33,767 | - | 52,795 |
Others include Jersey, British Virgin Islands and Singapore.
For the financial period ended 30 June 2011, no single customer exceeded 10% of the Group's total revenue.
Geographical Information - ended 31 December 2011
Malaysia | Vietnam | Others | Consolidated | |
US$'000 | US$'000 | US$'000 | US$'000 | |
Revenue | 281,142 | - |
- - | 281,142 |
Non-current assets | 8,504 | 33,871 | - | 42,375 |
Others include Jersey, British Virgin Islands and Singapore.
For the financial year ended 31 December 2011, no single customer exceeded 10% of the Group's total revenue.
4. Seasonality
The Group's business operations are not materially affected by seasonal factors for the period under review.
5. Cost of Sales
Unaudited | Unaudited | Audited | |
Six months | Six months | Year | |
ended 30 June | ended 30 June | ended 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
Direct costs attributable to property development | 16,419 | 164,055 | 236,645 |
Hotel operations | 324 | - | - |
16,743 | 164,055 | 236,645 |
6. Foreign exchange (loss)/GAIN
Unaudited | Unaudited | Audited | |
Six months | Six months | Year | |
ended 30 June | ended 30 June | ended 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
Foreign exchange (loss)/gain comprises: | |||
Unrealised foreign exchange loss | (123) | (540) | (20) |
Realised foreign exchange gain/(loss) | 99 | 943 | (994) |
(24) | 403 | (1,014) |
7. Taxation
Unaudited | Unaudited | Audited | |
Six months | Six months | Year | |
ended 30 June | ended 30 June | ended 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
Current tax expense | 776 | 1,660 | 128 |
Deferred tax expense | - | 9,629 | 18,864 |
Total tax expense for the period/year | 776 | 11,289 | 18,992 |
The numerical reconciliation between the income tax expenses and the product of accounting results multiplied by the applicable tax rate is computed as follows:
Unaudited | Unaudited | Audited | |
Six months | Six months | Year | |
ended 30 June | ended 30 June | Ended 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
Accounting (loss)/profit | (2,338) |
18,182 |
33,132 |
Income tax at a rate of 25%* | (585) | 4,546 | 8,283 |
Add : | |||
Tax effect of expenses not deductible in determining taxable profit | 2,277 |
6,955 |
9,179 |
Movement of unrecognised deferred tax benefits | 7 | 96 | 1,190 |
Tax effect of different tax rates in subsidiaries** | 139 | 95 | 477 |
Less : | |||
Tax effect of income not taxable in determining taxable profit | (1,062) | (403) |
(186) |
Under provision | - | - | 49 |
Total tax expense for the period/year | 776 | 11,289 | 18,992 |
* | The applicable corporate tax rate in Malaysia and Vietnam is 25%. |
** | The applicable corporate tax rate in Singapore is 17%. A subsidiary of the Group, Hoa Lam-Shangri-La Healthcare Ltd Liability Co is granted preferential corporate tax rate of 10% for its profit arising from hospital income. The preferential income tax was given by the government due to the subsidiary's involvement in the healthcare and education industries. |
The Company is treated as a tax resident for the purpose of Jersey tax laws and is subject to a tax rate of 0%.
A Goods and Services Tax was introduced in Jersey in May 2008. The Company has been registered as an International Services Entity so that it does not have to charge or pay local GST. The cost for this application is £200.
The Directors intend to conduct the Group's affairs such that the central management and control is not exercised in the United Kingdom and so that neither the Company nor any of its subsidiaries carries on any trade in the United Kingdom. The Company and its subsidiaries will thus not be residents in the United Kingdom for taxation purposes. On this basis, they will not be liable for United Kingdom taxation on their income and gains other than income derived from a United Kingdom source.
8. (LOSS)/EARNINGS Per Share
Basic and diluted (loss)/earnings per ordinary share
The calculation of basic and diluted (loss)/earnings per ordinary share for the period/year ended was based on the (loss)/profit attributable to equity holders of the parent and a weighted average number of ordinary shares outstanding, calculated as below:
Unaudited | Unaudited | Audited | |
Six months | Six months | Year | |
ended 30 June | ended 30 June | ended 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
(Loss)/profit attributable to equity holders of the parent | (2,626) | 7,198 | 16,058 |
Weighted average number of shares | 212,025 | 212,525 | 212,525 |
(Loss)/earnings per share (US cents): | |||
Basic and diluted | (1.24) | 3.39 | 7.56 |
9. Bank Loans and Borrowings
Unaudited | Unaudited | Audited | |
As at | As at | As at | |
30 June | 30 June | 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
Bank loans (Note 10) | 20,898 | 80,346 | 37,393 |
The effective interest rates of the bank loans for the period ranged from 5.80% to 23% (30 June 2011: 4.95% to 7.75%; 31 December 2011: 5.84% to 23%) per annum.
Borrowings are denominated in Malaysian Ringgit and United States Dollars
Bank loans are repayable by monthly or quarterly instalments.
Bank loans are secured by land held under property development cost and corporate guarantee of the Company.
The carrying amount of borrowings approximates its fair value at the statement of financial position date.
10. Bank Loans
Unaudited | Unaudited | Audited | |
As at | As at | As at | |
30 June | 30 June | 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
Outstanding loans | 47,794 | 101,980 | 50,282 |
Less: | |||
Repayment due within twelve months (Note 9) | (20,898) | (80,346) | (37,393) |
Repayment due after twelve months | 26,896 | 21,634 | 12,889 |
The effective interest rates of the bank loans for the period ranged from 5.80% to 23% (30 June 2011: 4.95% to 7.75%; 31 December 2011: 5.84% to 23%) per annum.
Bank loans of the Group are secured by land held under property development costs and corporate guarantee of the Company.
Bank loans are denominated in Malaysian Ringgit and United State Dollars.
Bank loans are repayable by monthly or quarterly instalments.
11. Medium Term Notes
Unaudited | Unaudited | Audited | |
As at | As at | As at | |
30 June | 30 June | 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
Outstanding medium term notes | 77,102 | - | 77,322 |
Finance costs | 780 | - | 285 |
Transaction costs | (1,720) | - | (1,873) |
Less: | |||
Repayment due within twelve months | - | - | - |
Repayment due after twelve months | 76,162 | - | 75,734 |
The medium term notes were issued by a subsidiary, incorporated on 5 May 2011, to fund two development projects known as Sandakan Harbour Square and Aloft Kuala Lumpur Sentral hotel in Malaysia. US$77.3 million had been drawn down in 2011 for Sandakan Harbour Square and the remaining US$85.2 million will be drawn down by the first quarter of 2013 for Aloft Kuala Lumpur Sentral hotel. The weighted interest rate of the loan was 5.42% per annum at the statement of financial position date. The effective interest rates of the medium term notes and their outstanding amounts are as follows:
Maturity Dates | Interest rate % per annum |
US$'000 | |
Series 1 Tranche FG 001 | 8 December 2014 | 5.38 | 7,867 |
Series 1 Tranche BG 001 | 8 December 2014 | 5.33 | 6,294 |
Series 1 Tranche FG 002 | 8 December 2015 | 5.46 | 14,162 |
Series 1 Tranche BG 002 | 8 December 2015 | 5.41 | 9,441 |
Series 2 Tranche FG 001 | 8 December 2015 | 5.46 | 22,029 |
Series 2 Tranche BG 001 | 8 December 2015 | 5.41 | 17,309 |
77,102 |
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 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, ICSD Ventures Sdn. Bhd. and Iringan Flora Sdn. Bhd. by way of a debenture; |
(iv) | a third party first legal fixed charge over ICSD Ventures Sdn. Bhd.'s assets and land; |
(v) | assignment of all Iringan Flora Sdn. Bhd.'s present and future rights, title, interest and benefits in and under the Sales and Purchase Agreement to purchase the Aloft Kuala Lumpur Sentral hotel from Excellent Bonanza Sdn. Bhd.; |
(vi) | first fixed land charge over the Aloft Kuala Lumpur Sentral hotel and the Aloft Kuala Lumpur Sentral hotel's land (to be executed upon construction completion); |
(vii) | a corporate guarantee by Aseana Properties Limited; |
(viii) | letter of undertaking from Aseana Properties Limited to provide financial and other forms of support to ICSD Ventures Sdn. Bhd. to finance any cost overruns associated with the development of the Sandakan Harbour Square; |
(ix) | assignment of all its present and future rights, interest and benefits under the ICSD Ventures Sdn. Bhd.'s and Iringan Flora Sdn. Bhd.'s Put Option Agreements and the proceeds from the Harbour Mall Sandakan, Four Points by Sheraton Sandakan hotel and Aloft Kuala Lumpur Sentral hotel; |
(x) | assignment over the disbursement account, revenue account, Harbour Mall Sandakan operating account, sales proceed account, debt service reserve account and sinking fund account; |
(xi) | assignment of all ICSD Ventures Sdn. Bhd.'s and Iringan Flora Sdn. Bhd.'s present and future rights, title, interest and benefits in and under the insurance policies; and |
(xii) | a first legal charge over all the shares of the Silver Sparrow Berhad, ICSD Ventures Sdn. Bhd. and Iringan Flora Sdn. Bhd. and any dividends, distributions and entitlements.
|
12. Related Party Transactions
Transactions between the Group and the Company with Ireka Corporation Berhad ("ICB") and its group of companies are classified as related party transactions based on ICB's 23.07% shareholding in the Company.
Unaudited | Unaudited | Audited | |
Six months | Six months | Year | |
ended 30 June | ended 30 June | ended 31 December | |
2012 | 2011 | 2011 | |
US$'000 | US$'000 | US$'000 | |
Project management fee charged to an associate | 145 | 196 | 354 |
Accounting and financial reporting services fee charged by an ICB subsidiary |
27 |
25 |
53 |
Cleaning services fee charged by an ICB subsidiary |
- |
- |
16 |
Construction progress claims charged by an ICB subsidiary |
19,868 |
39,545 |
75,767 |
Management fees charged by an ICB subsidiary | 2,156 | 1,801 | 4,196 |
Office rental and deposit charged by ICB | 5 | - | 10 |
Project management fee for interior fit out works charged by an ICB subsidiary | 62 | - | 52 |
Sales and administration fee and marketing commissions charged by an ICB subsidiary | 310 | 105 | 324 |
Secretarial and administrative services fee by an ICB subsidiary |
27 |
25 |
53 |
Project staff costs reimbursed to an ICB subsidiary | 362 | 236 | 947 |
Remuneration of key management personnel - Salaries | 19 | 42 | 76 |
| Unaudited As at 30 June 2012 US$'000 | Unaudited As at 30 June 2011 US$'000 | Audited As at 31 December 2011 US$'000 |
Amount due by an associate for project management fee |
191 |
207 |
122 |
Amount due to an ICB subsidiary for accounting and financial reporting services fee |
27 |
25 |
- |
Amount due to an ICB subsidiary for cleaning services fee |
- |
- |
10 |
Amount due to an ICB subsidiary for contract works performed net of liquidated ascertained damages's recoverable of US$NIL (30 June 2011:US$NIL; 31 December 2011: US$7,273,633) |
10,529 |
16,779 |
10,264 |
Amount due to an ICB subsidiary for management fees |
1,379 |
1,801 |
2,097 |
Amount due to ICB for office rental | 3 | - | - |
Amount due to an ICB subsidiary for project management fee for interior fit out works |
30 |
- |
- |
Amount due to an ICB subsidiary for marketing commissions |
71 |
472 |
486 |
Amount due to an ICB subsidiary for secretarial and administrative services fee |
27 |
25 |
- |
Amount due to an ICB subsidiary for project staff costs |
270 |
418 |
748 |
13. Dividends
The Company has not paid or declared any dividends during the financial period ended 30 June 2012.
14. Events after the Statement of Financial Position Date
There were no material adjusting events after the statement of financial position date ended 30 June 2012 that have not been reflected in the interim consolidated financial statements.
15. Interim Statement
Copies of this interim statement are available on the Company's website www.aseanaproperties.com or from the Company's registered office at 12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands
Principal Risks and Uncertainties
The Board has overall responsibility for risk management and internal control. The following have been identified previously as the areas of principal risk and uncertainty facing the Company, and they remain relevant in the second half of the year.
• | Economic |
• | Strategic |
• | Regulatory |
• | Law and regulations |
• | Tax regimes |
• | Management and control |
• | Operational |
• | Financial |
• | Going concern |
For greater detail, please refer to page 18 of the Company's Annual Report for 2011, a copy of which is available on the Company's website www.aseanaproperties.com.
RESPONSIBILITY STATEMENT
The Directors of the Company confirm that to the best of their knowledge that:
a) | The condensed consolidated financial statements have been prepared in accordance with IAS 34 (Interim Financial Reporting); |
b) | The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and |
c) | The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein). |
On behalf of the Board
Mohammed Azlan Hashim | Christopher Henry Lovell |
Director | Director |
28 August 2012