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Audited financial results for year to 30 June 2015

16 Oct 2015 09:05

RNS Number : 5008C
Vietnam Infrastructure Limited
16 October 2015
 



Vietnam Infrastructure Limited

Audited financial results for the twelve months ended 30 June 2015

Vietnam Infrastructure Limited ("VNI" or "the Company"), the first publicly traded fund to focus on investment into infrastructure assets in Vietnam, today announces its full year results for the twelve months ended 30 June 2015 ('the period').

Financial highlights:

· Net Asset Value ("NAV") of USD202.5 million (30 June 2014: USD213.4 million)

· NAV per share of USD0.58 (30 June 2014: USD0.61)

Operational highlights:

· Immediately after the fiscal year ended, the Company successfully separated the listed and private equity components of its portfolio into two distinct pools, referred to as the Listed Portfolio and the Private Equity Portfolio, respectively.

· On 14 July 2015, the Company contributed the Listed Portfolio with a gross value of USD67.4 million and also made a cash subscription of USD35.0 million to Forum One-VCG Partners Vietnam Fund ("VVF") in consideration for an issue by VVF of 10,242,350.55 Class A VVF Shares to the Company.

· On 21 July 2015, the Company redesignated the Ordinary Shares as Private Equity Shares (AIM: VNI) and undertook a one-for-one bonus issue of a new class of Listed Portfolio Shares.

· On 27 July 2015, the Listed Portfolio Shares (AIM: VNIL) were officially issued and admitted to trading on the AIM market of the London Stock Exchange. As a result, the Private Equity Shares represent the Private Equity Portfolio and the Listed Portfolio Shares represent the Listed Portfolio of the Company.

· 17 August 2015, the Company held the first tender offer in which 175,110,547 Listed Portfolio Shares were validly repurchased and cancelled by the Company.

· The Board saw the appointment of Mr Paul Garnett in October 2014. Mr Garnett is a partner and fund manager of Ironsides Partners UK LLP.

· After eight years of service to the Company, Mr Ekkehard Goetting has informed the board that he will not stand for re-election. Mr Goetting has been on the Board since 2007 and his contribution to the Company has been very valuable.

Notes to Editors:

VinaCapital is a leading investment management and real estate development firm headquartered in Vietnam, with a diversified portfolio of USD1.3 billion in assets under management. Founded in 2003, VinaCapital boasts an unrivalled local network, providing the company with access to unique investment opportunities.

VinaCapital's mission is to continue to offer institutional solutions for a variety of clients that can best extract the dynamic development taking place in Vietnam and the ASEAN region as a whole. This mission is instilled in each of VinaCapital's industry-leading asset class teams covering capital markets, private equity, fixed income, venture capital, real estate and infrastructure. These teams are supported by one of Vietnam's leading in-house research units.

VinaCapital manages three closed-end funds trading on the AIM Market of the London Stock Exchange, VinaCapital Vietnam Opportunity Fund Limited, VinaLand Limited and Vietnam Infrastructure Limited. In addition, VinaCapital co-manages the DFJ VinaCapital L.P. technology venture capital fund with Draper Fisher Jurvetson and VinaWealth, a locally incorporated fund management company. VinaCapital recently established the open ended UCITS fund, the Forum One - VCG Partners Vietnam Fund, Vietnam's largest open-ended UCITS-compliant fund, focused on selecting Vietnam based stocks.

With offices in Ho Chi Minh City, Hanoi, Danang and Singapore, VinaCapital offers insight, expertise and an on the ground presence unrivaled in the ASEAN region. For more information about VinaCapital, please visit www.vinacapital.com or reach out directly to info@vinacapital.com.

The financial statements will be posted to shareholders and are available on the Company's website at www.vinacapital.com/vni

 Enquiries:

Jonathon Trewavas

VinaCapital Investment Management Limited

Investor Relations/Communications

+84 8 3821 9930

jonathon.trewavas@vinacapital.com

 

Philip Secrett

Grant Thornton UK LLP, Nominated Adviser

+44 (0)20 7383 5100

philip.j.secrett@uk.gt.com

 

Hiroshi Funaki / William Marle

Edmond de Rothschild Securities, Broker

+44 (0)20 7845 5960

funds@lcfr.co.uk

 

David Benda / Hugh Jonathan

Numis Securities Limited, Broker

+44 (0)20 7260 1000

funds@numis.com

 

Andrew Walton

FTI Consulting, Public Relations (London)

+44 (0)20 7269 7204

andrew.walton@fticonsulting.com

 

Dear Shareholders,

 

In my second annual letter to you as Chairman, I am happy to say we have made significant progress towards the Company's long-term goals as set out in my annual letter last year. Having brought forward our plans to restructure the Company along asset class lines and improve shareholder value I am pleased to see our share price discount to net asset value (NAV) has narrowed significantly from 33.9% to 17.0%, that the restructuring has been completed successfully, and that the Company is moving on to the second phase of its plan.

 

Vietnam has experienced improving conditions for business over the past 12 months. Manufacturing continues to grow underpinned by strong foreign direct investment, consumer confidence remains robust and this improvement is flowing through to the domestic equity markets which, until recent financial events in China, saw the VN-Index return to 2009 levels. Structurally, Vietnam agreed the terms of a bilateral Free Trade Agreement with the European Union which will see almost all tariffs removed. In addition, the terms of the Trans-Pacific Partnership Agreement covering 40% of the world's population was finally agreed although not yet ratified. Domestically, we saw revisions to foreign ownership restrictions in both the equity markets and real estate sector as the Vietnamese government takes steps towards further liberalisation of the economy. Vietnam moves slowly in these matters but continues to present investors with the attractive opportunities.

 

Fund Performance

 

The financial year to 30 June 2015 saw the audited NAV decrease from USD213.4 million or USD0.61 per share, to USD202.5 million, or USD0.58 per share, a 5.1% decrease over the year while the share price grew by 19.5% to USD0.49 per share. This also reduced the Company's share price discount to NAV from 33.9% to 17.0%. In addition, the Company undertook share buybacks which resulted in USD0.7 million being returned to shareholders. The increase in share price can be attributed to many factors including a more buoyant domestic equities market, but is also recognition of the value added that the Company's restructuring is generating for shareholders.

 

Fund Restructure

 

In July and August 2015, pursuant to the restructuring proposals approved by shareholders at two extraordinary general meetings of the Company held on 15 December 2014 and 19 June 2015, the Company successfully separated the listed and private equity components of its portfolio into two distinct pools, referred to as the Listed Portfolio and the Private Equity Portfolio, respectively. Each pool of assets is now represented by a separate share class, with each share class having certain class rights relating specifically to the Listed Portfolio or the Private Equity Portfolio, respectively.

 

The Company's restructuring milestones are summarized in greater detail below:

 

On 14 July 2015, the Company contributed the Listed Portfolio with a gross value of USD67.4 million (prior to the deduction of transaction fees), and also made a cash subscription of USD35.0 million to Forum One-VCG Partners Vietnam Fund ("VVF") in consideration for an issue by VVF of 10,242,350.55 Class A VVF Shares to the Company.

 

On 21 July 2015, the Company redesignated the Ordinary Shares as Private Equity Shares (AIM: VNI) and undertook a one-for-one bonus issue of a new class of Listed Portfolio Shares. On 27 July 2015, the Listed Portfolio Shares (AIM: VNIL) was officially issued and admitted to trading on the AIM Market of the London Stock Exchange.

On 17 August 2015, the Company held the first tender offer (being the "First Repurchase Day"), in which 175,110,547 Listed Portfolio Shares were validly repurchased and cancelled by the Company. The Company repurchased the Listed Portfolio Shares at a price of USD0.2747 per Listed Portfolio Share, being a discount of 4% to NAV per Share on 17 August 2015, and in exchange for the repurchase, the Company transferred 4,932,837.172 Class A VVF Shares to the tendering holders of Listed Portfolio Shares. Since the First Repurchase Day, tendering holders who have received Class A VVF Shares, have been able to redeem all or part of their shareholdings in VVF by simply applying to redeem their Class A VVF Shares in accordance with the requirements set out in the Forum One prospectus and VVF data sheet.

 

For those who have not redeemed their Class A VVF Shares and may decide to redeem their Class A VVF Shares in the future, a copy of the most recent Forum One prospectus, VVF data sheet and VVF investor pack containing the redemption procedure and redemption form are available on VinaWealth Fund Management JSC's website (the investment manager of VVF) at www.vinawealth.vn/en/vinacapital-fund/.

 

As a reminder to the holders of the Listed Portfolio Shares, a further tender offer will be held on 17 February 2016 (being the "Second Repurchase Day") at which time the Company will offer to repurchase 50% of the outstanding Listed Portfolio Shares at a discount of 2% to the then current NAV per Share of the Listed Portfolio Shares as at that date. On 17 August 2016 (being the "Final Date"), all remaining Listed Portfolio Shares in issue will be compulsorily repurchased by the Company at no discount to the then current NAV per Share of the Listed Portfolio Shares in consideration for the transfer of Class A VVF Shares. Prior to the Second Repurchase Day and the Final Date, the Company will distribute to the holders of Listed Portfolio Shares a circular containing the formal terms and details of these tender offers.

 

Committed to Shareholder Value

 

The Company, and your Board of Directors remains committed to providing shareholder value. For long-term investors VVF provides the holders of Listed Portfolio Shares the opportunity to retain their investment in Vietnam through Vietnam's largest open-ended UCITS-compliant fund and for those who wish to realize their investment VVF provides holders of Listed Portfolio Shares with an opportunity for a phased exit.

 

The board continues to oversee the realisation of VNI's private equity investments. The environment in Vietnam is improving with strong economic growth and there is increasing interest in the country as an investment destination. The Company's investment manager continues to field enquiries and negotiations are on-going regarding realisations within the private equity portfolio. Shareholders will appreciate that the realisation process is complex, but we are very hopeful that we will meet our goals by the target date of 30 June 2017.

 

The Board and Corporate Governance

 

The board saw the appointment of Mr Paul Garnett in October 2014. Mr Garnett is a partner and fund manager of Ironsides Partners UK LLP and has brought considerable experience to the Company during his time on the board.

After eight years of service to the Company, Mr Ekkehard Goetting has informed the board that he will not stand for re-election. Mr Goetting has been on the board of the Company since 2007 and his contribution to the Company has been very valuable. On behalf of the board I would like to thank Mr Goetting and wish him well for the future.

Finally, our Annual General Meeting is scheduled for 11.0 AM on Tuesday 24 November 2015 in London, UK and I invite all those shareholders who are able to join us for the meeting to attend. As we near the Annual General Meeting date, the details of the venue will be announced to shareholders.

 

I look forward to your continuing support over the current financial year.

 

Rupert Carington

 

ChairmanVietnam Infrastructure Limited15 October 2015

 

CONSOLIDATED BALANCE SHEET

 

 

30 June 2015

30 June 2014

Note

USD'000

USD'000

ASSETS

Non-current assets

Investment properties

6

73,435

75,002

Prepayment for acquisition of investment property

7

2,188

5,154

Property, plant and equipment

8

26,019

1,013

Construction in progress

452

-

Financial assets at fair value through profit or loss

11

8,902

10,642

Long-term deferred expenses

1,110

547

Other long-term receivables

333

286

 

Total non-current assets

 

───────

112,439 ───────

──────

92,644 ──────

Current assets

Inventories

1,784

55

Trade and other receivables

10

11,730

7,302

Financial assets at fair value through profit or loss

11

68,133

105,556

Prepayments to suppliers

550

376

Short-term investments

12

4,608

8,380

Cash and cash equivalents

13

46,106

9,761

 

Total current assets

 

───────

132,911 ───────

───────

131,430

───────

Total assets

 

245,350

═══════

224,074

═══════

 

 

 

 

 

 

 

 

 

30 June 2015

30 June 2014

Note

USD'000

USD'000

EQUITY AND LIABILITIES

EQUITY

Equity attributable to shareholders of the

Company:

Share capital

14

3,502

4,021

Additional paid-in capital

328,437

346,157

Treasury shares

15

-

(17,568)

Foreign currency translation reserve

(6,359)

(5,536)

Equity reserve

3,764

3,651

Other reserves

306

270

Accumulated losses

(127,135)

(117,584)

───────

202,515

───────

 ───────

213,411

───────

Non-controlling interests

10,763

563

───────

───────

Total equity

213,278

213,974

═══════

═══════

LIABILITIES

Non-current liabilities

Long-term borrowings

16

9,455

-

Long-term unearned revenue

10,778

4,661

Deferred tax liabilities

17

1,113

2,921

 

Total non-current liabilities

 

───────

21,346

───────

──────

7,582

──────

Current liabilities

Short-term borrowings

16

3,833

-

Corporate income tax payable

262

221

Trade and other payables

18

6,209

1,904

Payable to related parties

19

422

393

 

Total current liabilities

 

───────

10,726

───────

───────

2,518

───────

Total liabilities

 

32,072

───────

10,100

───────

Total equity and liabilities

 

245,350

═══════

224,074

═══════

Net asset value per share attributable to shareholders of the Company (USD per share)

26(b)

0.58

0.61

═══════

══════

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Note

Attributable to shareholders of the Company

 

 

Share

capital

Additional paid-in capital

 

Treasury shares

Foreign currency translation reserve

 

Equity reserve

 

Other reserves

 

Accumulated

losses

 

 

Total

 

Non-controlling interests

 

Totalequity

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Balance at 1 July 2013

4,021

346,157

(8,859)

(5,186)

3,651

15

(142,917)

196,882

578

197,460

Profit for the year

-

-

-

-

-

-

25,749

25,749

(15)

25,734

Transfers to other reserves

-

-

-

-

-

255

(309)

(54)

-

(54)

Other comprehensive loss

-

-

-

(350)

-

-

-

(350)

-

(350)

────

─────

────

─────

─────

────

──────

──────

─────

──────

Total comprehensive (loss)/income for the year

 

-

 

-

 

-

 

(350)

 

-

 

255

 

25,440

 

25,345

 

(15)

 

25,330

────

─────

────

─────

─────

────

──────

──────

─────

──────

Shares bought-back

15

-

-

(8,709)

-

-

-

-

(8,709)

-

(8,709)

Dividend paid to non-controlling interests

-

-

-

-

-

-

(107)

(107)

-

(107)

────

─────

────

─────

─────

────

──────

──────

─────

──────

Total transactions with shareholders of the Company, recognised directly in equity

 

-

-

 

(8,709)

 

-

 

-

 

-

 

(107)

 

(8,816)

 

-

 

(8,816)

 

Balance at 30 June 2014

────

4,021

 ════

──────

346,157

══════

─────

(17,568)

═════

─────

(5,536)

═════

────

3,651

════

────

270

════

──────

(117,584)

══════

──────

213,411

══════

────

563

════

──────

213,974

══════

Balance at 1 July 2014

4,021

346,157

(17,568)

(5,536)

3,651

270

(117,584)

213,411

563

213,974

Loss for the year

-

-

-

-

-

-

(9,488)

(9,488)

118

(9,370)

Transfers to other reserves

-

-

-

-

-

36

(63)

(27)

-

(27)

Other comprehensive income

-

-

-

(823)

-

-

-

(823)

(85)

(908)

────

─────

────

─────

─────

────

──────

──────

─────

──────

Total comprehensive (loss)/income for the year

-

-

-

(823)

-

36

(9,551)

(10,338)

33

(10,305)

────

─────

────

─────

─────

────

──────

──────

─────

──────

Shares bought-back

15

-

-

(671)

-

-

-

-

(671)

-

(671)

Dilution of non-controlling interests

-

-

-

-

113

-

-

113

(113)

-

Capital deduction

-

-

-

-

-

-

-

-

(500)

(500)

Cancellation of treasury shares

(519)

(17,720)

18,239

-

-

-

-

-

-

-

Acquisitions of non-controlling interests

-

-

-

-

-

-

-

-

10,780

10,780

────

─────

────

─────

─────

────

──────

──────

─────

──────

Total transactions with shareholders of the Company, recognised directly in equity

(519)

(17,720)

17,568

-

113

-

-

(558)

10,167

9,609

 

Balance at 30 June 2015

────

3,502

 ════

──────

328,437

══════

─────

-

═════

─────

(6,359)

═════

────

3,764

════

────

306

════

──────

(127,135)

══════

──────

202,515

══════

─────

10,763

═════

──────

213,278

══════

 

CONSOLIDATED INCOME STATEMENT

 

Year ended

 

30 June 2015

30 June 2014

 

Note

 

USD'000

USD'000

Revenue

20

14,243

13,032

Cost of sales

20

(5,929)

─────

(5,132)

─────

Gross profit

8,314

7,900

─────

─────

Dividend income

7,137

4,470

Interest income

21

808

1,390

Administration expenses

22

(9,345)

(7,290)

Fair value (loss)/gain of financial assets at fair value through profit or loss

 

23

(6,542)

28,452

Net loss from fair value adjustment on investment properties

 

6

(6,610)

(6,709)

Revaluation loss on property, plant and equipment

8

(1,257)

-

Impairment loss on prepayment on acquisition of investment property

 

7

(2,966)

(623)

Other income

1,131

320

Other expenses

(987)

(347)

 

Operating (loss)/profit

─────

(10,317)

─────

─────

27,563

─────

Finance income

24

126

108

Finance costs

24

(493)

─────

(380)

─────

Finance costs - net

(367)

(272)

─────

─────

(Loss)/profit before tax

(10,684)

27,291

Income tax expense

25

(477)

(645)

Deferred income/(expense) tax

17,25

1,791

(912)

 

(Loss)/profit for the year

 

─────

(9,370)

═════

─────

25,734

═════

(Loss)/profit attributable to:

Shareholders of the Company

(9,488)

 

25,749

Non-controlling interests

118

(15)

─────

(9,370)

─────

─────

25,734

─────

(Loss)/earnings per share (USD per share)

26(a)

(0.03)

═════

0.07

═════

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Year ended

 

30 June 2015

30 June 2014

 

USD'000

USD'000

(Loss)/profit for the year

(9,370)

25,734

Other comprehensive loss

Items that may be reclassified subsequently to profit or loss:

Currency translation differences

(908)

(350)

────

────

Items that will not be reclassified subsequently to profit or loss:

Others

(27)

(54)

 

Other comprehensive loss for the year

─────

(935)

─────

─────

(404)

─────

Total comprehensive (loss)/income for the year

(10,305)

═════

25,330

═════

Attributable to:

Shareholders of the Company

(10,338)

25,345

Non-controlling interests

33

(15)

─────

(10,305)

═════

─────

25,330

═════

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

Year ended

 

30 June 2015

30 June 2014

Note

USD'000

USD'000

Operating activities

(Loss)/profit before tax

(10,684)

27,291

Adjustments for:

Depreciation and amortisation

8

549

186

Fair value loss/(gain) of financial assets at fair value through profit or loss

4,993

(29,097)

Fair value loss of investment properties

6

6,610

6,709

Impairment loss on prepayment for acquisition of investment property

7

 2,966

623

Revaluation loss on property, plant and equipment

8

1,257

-

Written-off property, plant and equipment

293

-

Unrealised foreign exchange losses

1,656

542

Interest expense

293

-

Interest income

21

(808)

(1,390)

Dividend income

(7,137)

(4,470)

 

(Loss)/profit before changes in working capital

─────

(12)

─────

394

Changes in prepayments

(495)

279

Changes in trade receivables and other assets

1,060

(3,502)

Changes in inventories

(241)

433

Changes in trade payables and other liabilities

5,703

1,073

Taxes paid

(744)

(688)

Net cash inflow/(outflow) from operating activities

 

─────

5,271

─────

─────

(2,011)

─────

Investing activities

Interest received

903

1,371

Dividends received

5,373

4,537

Short-term investments

4,158

(8,380)

Purchases of financial assets

(26,434)

(26,879)

Acquisitions of subsidiaries

(17,219)

(4,155)

Purchases of investment properties

6

(5,332)

(1,665)

Cash deposited into an escrow account

-

3,800

Purchases of property, plant and equipment

(615)

(158)

Proceeds from disposals of financial assets

59,055

29,472

Net cash inflow/(outflow) from investing activities

 

─────

19,889

─────

─────

(2,057)

─────

Financing activities

Interest paid

(241)

-

Return of capital to non-controlling interest

(500)

-

Proceeds from borrowings

14,184

Repayments of borrowings

(1,520)

-

Dividends paid to minority interests

-

(107)

Treasury shares bought-back

(671)

(8,709)

─────

─────

Net cash inflow/(outflow) from financing activities

11,252

(8,816)

─────

─────

Net increase/(decrease) in cash and cash equivalents for the year

36,412

(12,884)

Cash and cash equivalents at beginning of the year

13

9,761

22,667

Exchange differences on cash and cash equivalents

(67)

(22)

Cash and cash equivalents at end of the year

 

13

 

─────

46,106

═════

─────

9,761

═════

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1. GENERAL INFORMATION

 

Vietnam Infrastructure 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 Group's principal activity is to invest in a diversified portfolio of entities owning infrastructure projects and assets primarily in Vietnam. The Group mainly invests and holds equity and debt instruments in unquoted companies that themselves hold, develop or operate infrastructure assets. The Group may also invest in entities whose shares or other instruments are listed on a stock exchange, or traded on over-the-counter ("OTC") markets and in other funds that invest in infrastructure projects or assets. The Company is listed on the AIM Market of the London Stock Exchange under the ticker symbol VNI.

 

The consolidated financial statements for the year ended 30 June 2015 were approved for issue by the Board of Directors on 15 October 2015.

 

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.

 

2.1 Basis of preparation

 

The consolidated financial statements of Vietnam Infrastructure Limited have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements have been prepared using the historical cost convention, as modified by the revaluation of investment properties, and in-building cellular enhancement systems ("IBS") under property, plant and equipment, and financial assets at fair value through profit or loss and financial liabilities, the measurement bases of which are described in the accounting policies below.

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

 

 

2.2 Changes in accounting policy and disclosures

 

(a) Amended standard adopted by the Group

 

The Group has applied the following amendment for the first time for their annual reporting period commencing 1 July 2014:

 

Amendments to IAS 36, 'Impairment of assets', on the recoverable amount disclosures for non-financial assets. This amendment removed certain disclosures of the recoverable amount of cash generating units which had been included in IAS 36 by the issuance of IFRS 13.

 

(b) New standards, amendments and interpretations issued but not yet effective and not yet adopted by the Group

 

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 changes will be adopted in the Group's accounting policies for the first period beginning after the effective dates of these changes. 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 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of

IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through OCI and fair value through P&L. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the 'hedged ratio' to be the same as the one management actually use for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under IAS 39. The standard is effective for accounting periods beginning on or after 1 January 2018. Early adoption is permitted. The group is yet to assess IFRS 9's full impact.

 

 

 

 

2.3 Consolidation

 

IFRS 15, "Revenue from contracts with customers", establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The core principle of this Standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Group is yet to assess IFRS 15's full impact and intends to adopt IFRS 15 no later than the accounting year ending 30 June 2017.

 

There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

 

(a) Subsidiaries

 

Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity, along with contractual arrangements, are taken into consolidation. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are excluded from consolidation from the date that the control ceases. All of the Group's subsidiaries have a reporting date of 31 December. For subsidiaries with a different reporting date, the management information up to 30 June are used for consolidation purposes and are adjusted for compliance with the Group's accounting policies.

 

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.

 

Inter-company transactions, balances, income and expenses on transactions between Group 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.

 

Changes in ownership interests in subsidiaries without change of control

 

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

 

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.

 

 

 

 

(b) 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. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group's interest in associates includes goodwill identified on acquisition and long-term loans to associates which in substance form part of the Group's interest in the associate. Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment.

 

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 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 interest in the associate 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 adjacent to '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 associate are recognised in the Group's financial statements only to the extent of unrelated investor's 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.

 

 

 

 

 

(c) Change in ownership interests

 

When the group ceases to have control, joint control or significant influence, any retained interest in the entity is re-measured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes 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.

 

If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

 

2.4 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 investments is Vietnam Dong ("VND"). The financial statements prepared using VND are then translated into the presentation currency. USD is used as the presentation currency because it is the primary basis for the measurement of the performance 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 at fair value are translated using the exchange rate at the date when the fair value are 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.

 

 

 

 

(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 Investment properties

 

Investment properties are properties owned or held to earn rentals or capital appreciation, or both, or land held for a currently undetermined use. Property held under operating leases (including leasehold land) that would otherwise meet the definition of investment property is classified as investment property on a property by property basis. Land held under operating leases is classified and accounted for by the Group as investment property when the rest of the definition of investment property is met.

 

Investment property is measured initially at its cost, including related transaction costs. After initial recognition, investment property is carried at fair value.

 

Investment property under construction is measured at fair value if the fair value is considered to be reliably determinable. Investment property under construction for which the fair value cannot be determined reliably, but for which the company expects that the fair value of the property will be reliably determinable when construction is completed, are measured at cost less impairment until the fair value becomes reliably determinable or construction is completed - whichever is earlier. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods, such as recent prices on less active markets or discounted cash flow projections. Valuations are performed as of the financial position date by the Company's internal investment officers who have relevant professional experience, and professional valuers who hold recognised relevant professional qualifications and have recent experience in the location and category of the investment property being valued. These valuations form the basis for the carrying amounts in the financial statements. Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value.

 

 

 

2.6 Leases

 

(a) A group company is the lessee in an operating lease

 

Leases which do not transfer substantially all the risks and rewards of ownership to the Group are classified as operating leases, unless they are treated as investment properties (Note 2.5). Where the Group has the use of an asset held under an operating lease, payments made under the lease are charged to the consolidated income statement on a straight line basis over the term of the lease. Prepayments for operating leases represent property held under operating leases where a portion, or all, of the lease payments have been paid in advance, and the properties cannot be classified as an investment property.

 

(b) A group company is the lessor in an operating lease

 

Properties leased out under operating leases are included in investment property in the consolidated statement of financial position.

 

2.7 Financial assets

 

2.7.1 Classification

 

The Group classifies its financial assets in the following categories: at fair value through profit or loss and loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. The Group does not have any financial assets classified as available for sale or held to maturity.

 

(a) Financial assets at fair value through profit or loss

 

Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or designated by the management 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 include listed and unlisted securities and bonds. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current.

 

(b) Loans and receivables

 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables comprise "Trade and other receivables" and "Cash and cash equivalents" in the consolidated balance sheet.

 

 

 

 

2.7.2 Recognition and measurement

 

Purchases or sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset.

 

Investments are initially recognised at fair value plus transaction costs for all financial assets which are not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

 

If the investments do not have a quoted market price in an active market and whose fair value cannot be reliably measured, such investments shall be measured at cost, less provision for impairment.

 

Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the consolidated income statement within "fair value gain/(loss) of financial assets at fair value through profit or loss" in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the consolidated income statement when the Group's right to receive payments is established.

 

2.8 Offsetting financial instruments

 

Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

 

2.9 Prepayments for acquisitions of investment property

 

Prepayments are made by the Group to vendors for land compensation and other related costs, and professional fees directly attributed to the projects, where the final transfer of the investment/property is pending the approval of the relevant authorities and/or is subject to either the Group or the vendor completing certain performance conditions set out in agreements. Such prepayments are measured initially at cost until such time as the approval is obtained or conditions are met, at which point they are transferred to appropriate investment accounts.

 

Pre-payments are carried at cost less any accumulated impairment losses.

 

 

2.10 Property, plant and equipment

 

SEATH In-Building Cellular Enhancement Systems ("IBS") under machinery are shown at fair value, based on valuation by the Company's internal investment officers, less subsequent depreciation. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset. All other property, plant and equipment are stated at cost less depreciation. The cost of self-constructed assets includes the cost of materials, direct labour, overheads and the initial estimate of the costs of dismantling and removing the items and restoring the site on which they are located.

 

The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. The carrying values of any parts replaced as a result of such replacements are expensed at the time of replacement. All other costs associated with the maintenance of property, plant and equipment are recognised in the consolidated income statement as incurred.

 

Depreciation is charged to the consolidated income statement on a straight-line basis over the estimated useful lives of property, plant and equipment, and major components that are accounted for separately. The estimated useful lives are as follows:

 

Buildings 6 to 10 years

Plant and machinery 3 to 7 years

Office equipment 2 to 5 years

Motor vehicles 6 to 10 years

 

Material residual value estimates and estimates of useful lives are reviewed at least annually, irrespective of whether assets are revalued.

 

2.11 Impairment of assets

 

a) Impairment of non-financial assets

 

Assets that have an indefinite useful life, for example, prepayments for acquisitions of investment properties, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

 

 

b) Impairment of financial assets

 

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is 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) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

 

Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

 

For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument's fair value using an observable market price.

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.

 

The Group's trade and other receivables, prepayments for acquisitions of investments and interests in associates are subject to impairment testing.

 

2.12 Trade receivables

 

Trade receivables are amounts due from customers for services performed in the ordinary course of business. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

 

2.13 Cash and cash equivalents

 

Cash and cash equivalents includes cash in bank and on hand, as well as short term highly liquid investments such as money market instruments and bank deposits with original terms of not more than three months.

 

 

 

2.14 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. Any transaction costs associated with the issuing of shares are deducted from additional paid-in capital, net of any related income tax benefits.

 

2.15 Treasury shares

 

Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's equity holders until the shares are cancelled or reissued.

 

Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to/from accumulated losses.

 

2.16 Trade and other payables

 

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 

2.17 Borrowings

 

Borrowings are recognised initially at fair value, net of transaction costs incurred.

Borrowings are subsequently carried at amortised cost; any difference between the

proceeds (net of transaction costs) and the redemption value is recognised in the consolidated income statement over the period of the borrowings using the effective interest method.

 

Fees paid on the establishment of loan facilities are recognised as transaction costs

of the loan to the extent that it is probable that some or all of the facility will be drawn

down. In this case, the fee is deferred until the draw-down occurs. To the extent there

is no evidence that it is probable that some or all of the facility will be drawn down,

the fee is capitalised as a pre-payment for liquidity services and amortised over the

period of the facility to which it relates.

 

2.18 Borrowing costs

 

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or lending, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

 

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

 

2.19 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 those obligations to, or claims from, tax authorities relating to the current or prior reporting periods that are unpaid 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.

 

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 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.

 

 

 

2.20 Provisions

 

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.

 

2.21 Revenue recognition

 

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for services rendered, stated net of discounts, returns and value added taxes. The Group recognises revenue when the amount of revenue can be reliably measured, when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Group's activities, as described below:

 

(a) Sale of services

 

The Group's revenue represents the rental income from SEATH Base Transceiver Station ("BTS") tower network and SEATH In-Building Cellular Enhancement Systems ("IBS") leasing services, information rescue services and from lease of infrastructure in Ba Thien industrial park.

 

Revenue from SEATH BTS tower network and SEATH IBS services is recognised in the accounting period in which the services are rendered and the rental income is due to be received.

 

Revenue from lease of infrastructure is recognised by the straight line basis over the entire lease term. Rental income received in advance over one year is recognised under long-term unearned revenue.

 

(b) Interest income

Interest income is recognised on the effective interest rate basis.

 

(c) Dividend income

 

Dividend income is recognised when the right to receive the dividend is established.

 

 

 

2.22 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 owning directly, or indirectly, an interest in the voting power of the Company that give them significant influence over the entity, key management personnel, including directors and officers of the Company and close members of their families. When considering possible related party relationships, attention is directed to the substances of the relationship, and not merely the legal form.

 

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

When preparing the consolidated financial statements, the Group undertakes a number of 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. Information about significant judgements, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below.

 

3.1 Critical accounting estimates and assumptions

 

(a) Fair value of investment properties

 

The investment properties of the Group are stated at fair value in accordance with Note 2.5. The fair values of investment properties have been determined by independent professional valuers and the Company's internal investment officers for Ba Thien Industrial Park and SEATH Base Transceiver Station ("BTS") tower network, respectively. These valuations are based on certain assumptions, which are subject to uncertainty and might materially differ from the actual results. The estimated fair values provided by the independent professional valuers and the Company's internal investment officers are used by the Audit and Valuation Committee as the primary basis for estimating each property's fair value. In making its judgement, the committee considers information from a variety of sources, including:

 

i. current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;

 

ii. recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices;

 

iii. any other adjustments relevant to the property held by the Group but which were not factored into the valuation by the independent professional valuers, such as land compensation, costs and any other discount factors; and

 

iv. discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of external evidence such as current market rents and sales prices for similar properties in the same location and condition and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of cash flows.

 

 

(b) Fair value of SEATH In-Building Cellular Enhancement Systems ("IBS") under property, plant and equipment

 

The IBS of the Group are stated at fair value in accordance with Note 2.10. The fair values of IBS have been determined by the Company's internal investment officers. These valuations are based on certain assumptions, which are subject to uncertainty and might materially differ from the actual results. The estimated fair values provided by the Company's internal investment officers are used by the Audit and Valuation Committee as the primary basis for estimating IBS's fair value. In making its judgement, the committee considers information from a variety of sources, including discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of external evidence such as current market rents, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of cash flows.

 

(c) Fair value of financial assets at fair value through profit or loss

 

Listed securities are quoted at the bid price at each reporting date. For unlisted securities which are traded over-the-counter, the fair value is the average brokers' price obtained from a minimum sample of three reputable securities companies at the reporting date.

 

The fair value of financial assets that are not traded in an active market (for example, unlisted securities where market prices are not readily available) is determined by using valuation techniques. The Group uses judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The valuations are also obtained from the Company's internal investment officers to evaluate and adjust valuations. The outcomes may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.

 

(d) Impairment of prepayment for acquisition of investment property

 

The prepayment for acquisition of an investment property reflects the Group's investment in the Long An Industrial Service project. The value of this asset was originally based on the sale and purchase agreement signed between the Group and the purchaser in June 2012; however, the buyer has defaulted on its obligations to settle the outstanding balance receivable, citing market conditions. The investment manager has commenced legal procedures to recover the outstanding balance. In light of these developments, the Group has estimated the recoverable amount at 30 June 2015 based on the expected amount to be received.

 

 

 

 

3.2 Critical judgements in applying the Group's accounting policies

 

(a) Equity investments

When the Group has an interest in the voting power of an investee of between 20% and 50%, significant influence over the investee is presumed. At the reporting date, the Group has interests in an investee with more than 20% voting power but which is not accounted for as an associate (Note 11). This is accounted for as financial asset at fair value through profit or loss based on management's judgement after considering that:

 

i) The Group has one representative on the board of directors of the investee;

 

ii) The Group does not participate in policy-making processes, including decisions about dividends or other distributions;

 

iii) There were no interchanges of managerial personnel; and

 

iv) The Group does not provide essential technical information.

 

(b) Classification of SEATH Base Transceiver Stations ("BTS") tower network as investment properties

 

Management has classified the BTS tower network as investment properties measured at fair value. Management determined that BTS tower network can be considered as similar to buildings and thus can be classified as investment properties. The tower network also displays similar characteristics to investment properties, in that space on the tower network is let to telecommunication tenants to earn rentals.

 

(c) Investments in Southern Star Telecommunication Equipment Joint Stock Company ("SST") and Vien Tin Joint Stock Company ("Vien Tin")

 

Management assessed that its acquisitions of Southern Star Telecommunication Equipment Joint Stock Company ("SST") and Vien Tin Joint Stock Company ("Vien Tin") during the period (Note 5) are acquisitions of businesses and not acquisitions of assets. The assessment is based on the criteria of whether at the date of acquisition, a business existed. The assessment criteria is whether there were inputs, significant processes and outputs on the date the subsidiary was required. In the context of SST and Vien Tin, management determined that at the date of acquisitions, the businesses of SST and Vien Tin consist of their in-building cellular enhancement systems, and that they have the ability to create economic benefits to provide a return to their owners. Consequently, the acquisitions of SST and Vien Tin have been accounted for as business combinations. Refer to Note 31 for further details.

 

4 SEGMENT ANALYSIS

 

In identifying its operating segments, management generally follows the Group's sectors of investments 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 energy, property and infrastructure development, telecommunications, transportation and logistics, general infrastructure, other capital markets and cash.

 

Each of the operating segments are managed and monitored individually by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses, as reported to the Board, segment profit or loss using a measure which is consistent with that in profit or loss. There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.

 

Segment information can be analysed as follows:

 

Assets

 

 

Energy

Property and infrastructure development

 

Telecom-munications

 

Transportation

and logistics

 

General

infrastructure

Other capital markets

 

Cash

 

 

Total

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

As at 30 June 2015

Investment properties

-

24,637

48,798

-

-

-

-

73,435

Prepayment for acquisition of investment property

-

2,188

-

-

-

-

-

2,188

Property, plant and equipment

-

140

25,879

-

-

-

-

26,019

Construction in progress

-

-

452

-

-

-

-

452

Long-term deferred expenses

-

-

1,110

-

-

-

-

1,110

Other long-term receivables

-

-

333

-

-

-

-

333

Inventories

-

-

1,784

-

-

-

-

1,784

Trade and other receivables

-

975

6,878

-

-

3,877

-

11,730

Financial assets at fair value through profit or loss

14,367

4,838

-

14,605

3,833

39,392

-

77,035

Prepayments to suppliers

-

70

480

-

-

-

-

550

Short-term investments

-

-

-

-

-

-

4,608

4,608

Cash and cash equivalents

-

-

-

-

-

-

46,106

46,106

──────

──────

──────

──────

─────

──────

─────

───────

Total assets

14,367

32,848

85,714

14,605

3,833

43,269

50,714

245,350

══════

══════

══════

══════

═════

══════

══════

═══════

Total assets include:

Additions to non-current assets

-

5,045

27,682

-

-

-

-

32,727

══════

═════

══════

═════

═════

═════

═════

══════

As at 30 June 2014

Investment properties

-

23,000

52,002

-

-

-

-

75,002

Prepayment for acquisition of investment property

-

5,154

-

-

-

-

-

5,154

Property, plant and equipment

-

236

777

-

-

-

-

1,013

Long-term deferred expenses

-

-

547

-

-

-

-

547

Other long-term receivables

-

-

286

-

-

-

-

286

Inventories

-

-

55

-

-

-

-

55

Trade and other receivables

-

206

6,618

-

-

478

-

7,302

Financial assets at fair value through profit or loss

51,171

7,324

-

16,063

10,440

31,200

-

116,198

Prepayments to suppliers

-

89

287

-

-

-

-

376

Short-term investments

-

-

-

-

-

-

8,380

8,380

Cash and cash equivalents

-

-

-

-

-

-

9,761

9,761

──────

──────

──────

──────

──────

──────

──────

───────

Total assets

51,171

36,009

60,572

16,063

10,440

31,678

18,141

224,074

══════

══════

══════

══════

══════

══════

══════

═══════

Total assets include:

Additions to non-current assets

-

 

1,887

3,016

-

-

-

-

 

4,903

═════

══════

══════

═════

═════

═════

═════

══════

 

Revenue and segment profit and loss

 

 

Energy

Property and infrastructure development

 

Telecom-munications

 

Transportation and logistics

 

General

infrastructure

Other capital markets

 

Cash

 

 

Total

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Year ended 30 June 2015

Revenue

-

233

14,010

-

-

-

-

14,243

Cost of sales

-

-

(5,929)

-

-

-

-

(5,929)

Dividend income

1,949

113

-

3,306

536

1,233

-

7,137

Interest income

-

-

-

-

-

-

808

808

Fair value (loss)/gain of financial assets at fair value through profit or loss

(6,146)

(135)

-

(1,115)

2,104

(1,250)

-

(6,542)

Changes in fair value of investment properties

-

(3,400)

(3,210)

-

-

-

-

(6,610)

Impairment loss on prepayment for acquisition of investment property

-

(2,966)

-

-

-

-

-

(2,966)

Revaluation loss on property, plant and equipment

-

(1,257)

-

-

-

-

-

(1,257)

─────

─────

─────

─────

─────

─────

─────

──────

Total

(4,197)

(7,412)

4,871

2,191

2,640

(17)

808

(1,116)

═════

═════

═════

═════

═════

═════

═════

══════

Unallocated expenses

(9,568)

──────

Loss before tax

(10,684)

══════

Year ended 30 June 2014

Revenue

-

87

12,945

-

-

-

-

13,032

Cost of sales

-

-

(5,132)

-

-

-

-

(5,132)

Dividend income

1,372

406

-

695

566

1,431

-

4,470

Interest income

-

-

-

-

-

-

1,390

1,390

Fair value gain of financial assets at fair value through profit or loss

15,492

2,130

-

2,232

2,132

6,466

-

28,452

Changes in fair value of investment properties

-

391

(7,100)

-

-

-

-

(6,709)

Impairment loss on prepayment for acquisition of investment property

-

(623)

-

-

-

-

-

(623)

──────

─────

─────

─────

─────

─────

─────

──────

Total

16,864

2,391

713

2,927

2,698

7,897

1,390

34,880

══════

═════

═════

═════

═════

═════

═════

══════

Unallocated expenses

(7,589)

──────

Profit before tax

27,291

══════

5 SUBSIDIARIES

 

The operating subsidiaries of the Group are incorporated in Vietnam and the details are as follows:

 

Equity interest held by the Group (%)

 

Name of entity

30 June 2015

30 June 2014

Principal activity

Ba Thien Industrial park

Vina-CPK Limited (*)

100.0

97.2

Industrial park

 

SEATH Base Transceiver Station ("BTS") tower network

VNC-55 Infrastructure Investment Joint Stock Company

100.0

100.0

Telecommunications

Mobile Information Service Joint Stock Company

100.0

100.0

Telecommunications

Zone II Mobile Information Service Joint Stock Company

99.9

99.9

Telecommunications

Global Infrastructure Investment Joint Stock Company

100.0

100.0

Telecommunications

Truong Loc Telecom Trading and Service Joint Stock Company

98.0

98.0

Telecommunications

Tan Phat Telecom Joint Stock Company

99.9

99.9

Telecommunications

T&A Company Limited

100.0

100.0

Telecommunications

SEATH In-Building Cellular Enhancement Systems ("IBS")

Southern Star Telecommunication Equipment Joint Stock Company ("SST") (**)

70.0

-

 

Telecommunications

Vien Tin Joint Stock Company ("Vien Tin") (**)

75.0

-

Telecommunications

(*) During the year, Vina-CPK Limited decreased its chartered capital by returning capital contribution to its local partner; hence, the Group became the sole shareholder.

 

(**) During the year, the Group acquired 70% and 75% equity interests in SST and Vien Tin for cash consideration of USD20.6 million. As at 30 June 2015, the Group had paid USD17.8 million for the acquisitions of SST and Vien Tin. Fair value of the acquirees' net assets was equal to the consideration at the acquisition dates which resulted in no goodwill from these acquisitions.

 

These acquisitions of SST and Vien Tin were determined by management to be business combinations (Note 3.2(c)).

 

6 INVESTMENT PROPERTIES

 

30 June 2015

30 June 2014

USD'000

USD'000

 

Opening balance

75,002

77,033

Acquisitions of subsidiaries

-

3,238

Additional investments made during the year

5,332

1,665

Fair value loss of investment properties in income statement

(6,610)

(6,709)

Translation difference in other comprehensive income

(289)

(225)

──────

──────

Closing balance

73,435

75,002

══════

══════

 

As at 30 June 2015, the BTS tower network was pledged with banks as security for

long-term borrowings granted to a subsidiary (Note 16).

 

Fair value hierarchy as at 30 June 2015:

 

Fair value measurements

at 30 June 2015 using

Quoted prices in active markets for identical assets

(Level 1)

Significant other observable inputs

(Level 2)

 

Significant unobservable inputs

(Level 3)

USD'000

USD'000

USD'000

Recurring fair value measurements

SEATH BTS tower network

-

-

48,798

Ba Thien industrial park

-

-

24,637

 

Total

─────

-

═════

─────

-

═════

─────

73,435

═════

Fair value hierarchy as at 30 June 2014:

 

Fair value measurements

at 30 June 2014 using

Quoted prices in active markets for identical assets

(Level 1)

Significant other observable inputs

(Level 2)

 

Significant unobservable inputs

(Level 3)

USD'000

USD'000

USD'000

Recurring fair value measurements

SEATH BTS tower network

-

-

52,002

Ba Thien industrial park

-

-

23,000

 

Total

─────

-

═════

─────

-

═════

──────

75,002

══════

 

There were no transfers between levels during the year and prior year.

 

 

Valuation process

 

The Group's investment properties included SEATH BTS tower network and Ba Thien industrial park which were valued as at 30 June 2015 by the Company's internal investment officers who have relevant professional experience, and independent professional qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the investment properties being valued, respectively. The estimated fair values provided by the independent professional valuer and the Company's internal investment officers are used by the Audit and Valuation Committee as the primary basis for estimating each property's fair value. Management reviews the valuations performed by the Company's internal investment officers and the independent valuers for financial reporting purposes, and the valuations, as adjusted if appropriate, are approved by the Board for adoption after deliberation in the Audit and Valuation Committee.

 

Valuation technique and significant unobservable inputs

 

The valuation technique primarily used to determine the fair value of investment properties is discounted cash flow ("DCF") methods. The significant unobservable inputs used in the DCF calculation for the respective investment properties are as follows:

 

a. SEATH BTS tower network

 

- Future tower and tenancy growth to generate incremental rental cash inflows - such growth is funded by recurring cash inflows from existing leases while rental for new towers and tenants is based on the same terms as those of existing leases;

 

- Discount rates - reflecting current market assessment of the uncertainty in the amount and timing of cash flows; and

 

- Terminal value - reflecting management's view of long-term growth in the sector.

 

b. Ba Thien industrial park

 

- Sale price per square metre - based on current market comparables;

 

- Costs to complete the development of the property - based on management's experience and knowledge of market conditions;

 

- Completion dates - expected completion dates based on management's experience and knowledge taking into account the need for approvals from oversight bodies at various times in the development process; and

 

- Discount rates - reflecting the current market assessment of the uncertainty in the amount and timing of cash flows.

 

 

 

Sensitivity of significant unobservable inputs to fair value

 

The following table analyses the range of the significant unobservable inputs and the impact of changes of these to the fair value of investment properties:

 

Sensitivity as at 30 June 2015:

 

 

Range of

Sensitivity on management's estimates

Unobservable inputs

Change of input

 (Loss)/gain to fair value due to change

SEATH BTS tower network

- Tower and tenancy growth

7% and 2%

-/+10%

(USD 1.0m) - USD 1.0m

- Discount rate

16%

+/-1%

(USD 3.5m) - USD 4.1m

- Terminal growth

2%

-/+1%

(USD 1.6m) - USD 1.4m

Ba Thien industrial park

- Sale price per square metre

USD44 - USD52

-/+10%

(USD4.1m) - USD4.1m

- Cost to complete

USD13 - USD15

+/-10%

(USD2.7m) - USD2.7m

- Expected completion date

5 periods - 7 periods

Delay 2 periods

(USD2.8m) - USD2.4m

- Discount rate

18% - 20%

+/-1%

(USD1.0m) - USD1.0m

 

Sensitivity as at 30 June 2014:

 

 

Range of

Sensitivity on management's estimates

Unobservable input

Change of input

 (Loss)/gain to fair value due to change

(a) SEATH BTS tower network

- Tower and tenancy growth

11% and 4%

-/+10%

(USD 1.1m) - USD 1.1m

- Discount rate

19%

+/-1%

(USD 3.7m) - USD 4.2m

- Terminal growth

2%

-/+1%

(USD 0.9m) - USD 1.0m

Ba Thien industrial park

- Sale price per square metre

USD44 - USD52

-/+10%

(USD6.1m) - USD6.1m

- Cost to complete

USD13 - USD15

+/-10%

(USD3.2m) - USD3.2m

- Expected completion date

5 periods - 7 periods

Delay 2 periods

(USD6.1m) - USD1.3m

- Discount rate

18% - 20%

+/-1%

(USD0.9m) - USD0.9m

 

 

7 PREPAYMENT FOR ACQUISITION OF INVESTMENT PROPERTY

 

30 June 2015

30 June 2014

USD'000

USD'000

Opening balance

5,154

5,777

Impairment loss of prepayment for acquisition of investment property

(2,966)

(623)

────

────

Closing balance

2,188

5,154

════

════

 

As at 30 June 2015, an impairment allowance of USD3.0 million has been made against the prepayment for the acquisition of the Long An Industrial Service project. Refer to Note 3.1(d) for further information.

 

8 PROPERTY, PLANT AND EQUIPMENT

 

Movement during the year ended 30 June 2015:

 

 

 

Buildings

Plant and machinery

Motor vehicles

Office equipment

Other assets

Total

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Historical cost

At 1 July 2014

120

822

543

8

31

1,524

New purchases

-

313

102

2

7

424

Transfer from construction in progress

 

-

 

158

 

-

 

-

 

-

 

158

Acquisitions of subsidiaries

105

26,706

-

2

-

26,813

Revaluation loss

-

(1,257)

-

-

-

(1,257)

Written-off

-

(76)

(335)

(6)

-

(417)

Translation differences

(3)

(298)

(8)

-

(1)

(310)

────

─────

────

────

────

─────

At 30 June 2015

222

26,368

302

6

37

26,935

────

─────

────

────

────

─────

Accumulated depreciation

At 1 July 2014

33

269

183

8

18

511

Charged for the year

26

479

36

1

7

549

Written-off

-

(40)

(79)

(5)

-

(124)

Translation differences

(1)

(16)

(3)

-

-

(20)

────

─────

────

────

────

────

At 30 June 2015

58

692

137

4

25

916

────

─────

────

────

────

────

Net book value

At 1 July 2014

87

553

360

-

13

1,013

════

═════

════

════

════

═════

At 30 June 2015

164

25,676

165

2

12

26,019

════

═════

════

════

════

═════

 

 

Movement during the year ended 30 June 2014:

 

 

 

Buildings

Plant and machinery

Motor vehicles

Office equipment

Other assets

Total

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Historical cost

At 1 July 2013

121

507

505

26

29

1,188

New purchases

-

112

43

1

2

158

Acquisition of a subsidiary

-

262

-

-

-

262

Translation differences

(1)

(59)

(5)

(19)

-

(84)

────

────

────

────

────

─────

At 30 June 2014

120

822

543

8

31

1,524

────

────

────

────

────

─────

Accumulated depreciation

At 1 July 2013

14

256

108

20

8

406

Charged for the year

19

78

77

2

10

186

Translation differences

-

(65)

(2)

(14)

-

(81)

────

────

────

────

────

─────

At 30 June 2014

33

269

183

8

18

511

────

────

────

────

────

─────

Net book value

At 1 July 2013

107

251

397

6

21

782

════

════

════

════

════

═════

At 30 June 2014

87

553

360

-

13

1,013

════

════

════

════

════

═════

 

Included in Plant and machinery are mainly SEATH in-building cellular enhancement systems ("IBS") which are measured at fair value less subsequent depreciation. As at 30 June 2015, the net book value of IBS is USD25.1 million (30 June 2014: nil). All other property, plant and equipment are stated at cost less depreciation.

 

Valuation process and techniques used to derive Level 3 fair values

 

The fair value of SEATH in-building cellular enhancement systems ("IBS") were classified as Level 3. The fair value loss of USD1.3 million (2014: Nil) was included in the consolidated income statement within revaluation loss on property, plant and equipment.

 

The fair value of level 3 IBS follows the valuation process described in Note 6.

 

The significant unobservable inputs used in the DCF calculation in respect to level 3 IBS are as follows:

 

- Future IBS growth to generate incremental rental cash inflows - such growth is funded by recurring cash inflows from existing leases while rental for new IBS and tenants is based on the same terms as those of existing leases;

 

- Discount rates - reflecting current market assessment of the uncertainty in the amount and timing of cash flows; and

 

- Terminal value - reflecting management's view of long-term growth in the sector.

 

 

 

The following table analyses the range of the significant unobservable inputs and the impact of changes of these to the fair value of IBS newly acquired during the year:

 

 

Range of

Sensitivity on management's estimates

Unobservable inputs

Change of input

 (Loss)/gain to fair value due to change

SEATH IBS

- IBS growth

6%

-/+1%

(USD0.7m) - USD0.6m

- Discount rate

16%

+/-1%

(USD0.7m) - USD0.8m

- Terminal growth

1%

-/+1%

(USD0.7m) - USD0.8m

 

9 FINANCIAL INSTRUMENTS BY CATEGORY

 

 

 

Loans and receivables

Financial

assets at fair value through profit or loss

 

 

 

Total

USD'000

USD'000

USD'000

 

As at 30 June 2015

 

 

Trade and other receivables

11,730

-

11,730

Financial assets at fair value through profit or loss

-

77,035

77,035

Short-term investments

4,608

-

4,608

Cash and cash equivalents

46,106

-

46,106

 

Total

─────

62,444 ═════

─────

77,035

═════

─────

139,479

═════

Financial assets denominated in:

- USD

33,075

-

33,075

- VND

29,369

77,035

106,404

─────

62,444

═════

─────

77,035

═════

─────

139,479

═════

 

 

 

 

Loans and receivables

Financial

assets at fair value through profit or loss

 

 

 

Total

USD'000

USD'000

USD'000

As at 30 June 2014

Trade and other receivables

7,302

-

7,302

Financial assets at fair value through profit or loss

 

-

 

116,198

 

116,198

Short-term investments

8,380

-

8,380

Cash and cash equivalents

9,761

-

9,761

 

Total

─────

25,443

═════

──────

116,198

══════

──────

141,641

══════

Financial assets denominated in:

- USD

1,213

-

1,213

- VND

24,230

116,198

140,428

─────

25,443

═════

──────

116,198

══════

──────

141,641 ══════

 

10 TRADE AND OTHER RECEIVABLES

 

30 June 2015

30 June 2014

USD'000

USD'000

Trade receivables

1,731

2,484

Due to brokers

1,872

-

Dividends receivable

1,919

155

Accrued trade receivables

2,416

3,224

Due to former owner of a subsidiary

900

-

Interest receivable

-

95

Other receivables

3,177

1,623

─────

─────

12,015

7,581

Less: allowance for impairment of receivables

(285)

(279)

Total

 

─────

11,730

═════

────

7,302

═════

 

 

 

The credit quality of the trade and other receivables as at the reporting date is as follows:

 

30 June 2015

30 June 2014

USD'000

USD'000

Trade receivables:

- Current within the credit period and not impaired

1,446

2,260

- Past due and impaired

285

279

Other receivables:

- Current and not impaired

10,284

5,042

─────

─────

12,015

7,581

═════

═════

 

As at 30 June 2015 there is a significant concentration of credit risk relating to a BTS customer that represents 40% (30 June 2014: 72%) of trade receivables.

 

Trade and other receivables are short-term in nature and their carrying values, after allowances for impairment approximate their fair values at the reporting date.

 

11 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

30 June 2015

30 June 2014

USD'000

USD'000

Designated at fair value through profit or loss:

Non-current:

Unlisted shares, fair value based on internal/ independent valuer's report

8,902

10,642

Current:

Listed shares

66,543

97,690

Unlisted shares, fair value based on sales agreements

1,590

-

Corporate bonds

-

4,791

Government bonds

-

3,075

─────

─────

77,035

116,198

═════

═════

 

The Group holds equity interests of more than 20% in the following unlisted entity but which it does not have significant influence over:

 

Equity interest (%) as at

30 June 2015

30 June 2014

Nam Viet Oil Refinery and Petrochemicals Joint Stock Company (*)

23.2%

23.2%

═════

═════

 

(*) As at 30 June 2015, the fair value of this investment is USD0.85 million which equals to an offer price from a buyer (30 June 2014: nil).

12 SHORT-TERM INVESTMENTS

 

Short-term investments of USD4.6 million (30 June 2014: USD8.4 million) are term deposits with maturity longer than three months to one year, which have a range of annual interest rates from 4.5% to 5.6% (30 June 2014: 6.5%) for VND accounts at local banks.

 

13 CASH AND CASH EQUIVALENTS

 

30 June 2015

30 June 2014

USD'000

USD'000

Cash and cash equivalents

46,106

9,761

═════

═════

 

Cash and cash equivalents denominated in:

 

USD

32,966

1,112

VND

13,140

8,649

─────

────

46,106

9,761

═════

════

 

Included in cash and cash equivalents are short-term deposits of USD3.8 million

(30 June 2014: USD5.1 million) with a range of annual interest rates from 3.7% to 4.7% (30 June 2014: 6.5%) for VND accounts.

 

Included in short-term deposits are cash held as security of USD0.6 million

(30 June 2014: nil) at a local bank for long-term borrowings granted to Vina-CPK Limited (Note 16).

 

14 SHARE CAPITAL

 

30 June 2015

30 June 2014

Number of shares

USD'000

Number of shares

USD'000

Authorised:

Ordinary shares of USD 0.01 each

10,000,000,000

100,000

 

10,000,000,000

100,000

════════════

══════

════════════

══════

Issued and fully paid:

Opening/closing balance

350,221,094

══════════

3,502

═════

402,100,000

══════════

4,021

═════

 

The Company deemed investors holding more than 10% beneficial interest in the ordinary shares of the Company as major shareholders. As at 30 June 2015, three shareholders held more than 10% in the ordinary shares of the Company (30 June 2014: three shareholders).

 

15 TREASURY SHARES

 

30 June 2015

30 June 2014

USD'000

USD'000

Opening balance

17,568

8,859

Shares bought-back during the year

671

8,709

Cancellation of treasury shares

(18,239)

-

Closing balance

──────

-

══════

──────

17,568

══════

 

Pursuant to the shares buy-back authority granted to the Company's Board of Directors on 27 July 2012, the Group purchased 1,477,243 ordinary shares of the Company for a total cash consideration of USD0.7 million during the year.

 

Accordingly, until 2015, the Group has spent an aggregated of USD18.2 million (30 June 2014: USD17.6 million) repurchasing 51,878,906 shares (30 June 2014: 50,401,663 shares) which are held as treasury shares. The total number of shares acquired represents 12.90% (30 June 2014: 12.53%) of the Company's 402,100,000 ordinary shares in issue and as a result, the total voting rights in the Company have been reduced to 350,221,094 shares (30 June 2014: 351,698,337 shares). On 31 January 2015, the Company has cancelled the 51,878,906 ordinary shares held as treasury shares. Following the cancellation, the Company no longer held any shares in treasury and the issued share capital of the Company reduced to 350,221,094 ordinary shares.

 

16 BORROWINGS

 

30 June 2015

30 June 2014

USD'000

USD'000

Long-term borrowings:

Bank borrowings

12,733

-

Others

338

-

Less:

Current portion of long-term borrowings

(3,616)

-

Total

─────

9,455

─────

─────

-

─────

Short-term borrowings:

Bank borrowings

217

-

Current portion of long-term borrowings

3,616

-

─────

─────

3,833

-

─────

─────

Total

13,288

═════

-

═════

 

 

 

Borrowings mature at a range of dates until October 2021 and bear a range of average annual interest rates from 3.6% to 11.5% for amounts in VND and 3.9% for amounts in USD. The Group's borrowings amounting to USD12.5 million bear floating interest rates and the remaining is subject to fixed interest rates. 

 

Borrowings are secured by the SEATH BTS tower network and a bank deposit of Vina-CPK Limited (Notes 6 and 13).

 

The maturity of the Group's borrowings at the end of the reporting year is as follows:

 

30 June 2015

30 June 2014

USD'000

USD'000

6 months or less

2,024

6 - 12 months

1,809

-

1 - 5 years

9,359

-

Over 5 years

96

-

─────

13,288

═════

─────

-

═════

 

The fair value of short-term borrowings approximates their carrying amounts, as the impact of discounting is not significant. The fair value of long-term borrowings is

USD8.6 million. These are Level 2 fair values which are estimated using the discounted cash flow method. The Group's borrowings are denominated in the following currencies:

 

30 June 2015

30 June 2014

USD'000

USD'000

VND

746

-

USD

12,542

-

─────

13,288

═════

─────

-

═════

 

17 DEFERRED TAX LIABILITIES

 

The analysis of deferred tax liabilities is as follows:

 

30 June 2015

30 June 2014

USD'000

USD'000

Deferred tax liabilities:

Deferred tax liabilities to be recovered after more than 12 months

1,113

2,921

═════

═════

 

The gross movement in the deferred income tax liabilities is as follows:

 

30 June 2015

30 June 2014

USD'000

USD'000

Beginning of year

2,921

2,019

Income statement (credited)/charged

(1,791)

912

Effect of translation to presentation currency

(17)

(10)

 

End of year

─────

1,113

═════

─────

2,921

═════

 

There are no other significant unrecognised deferred tax liabilities.

 

18 TRADE AND OTHER PAYABLES

 

30 June 2015

30 June 2014

USD'000

USD'000

Trade payables

1,380

410

Payables for acquisitions of subsidiaries

2,794

-

Unearned revenue

882

669

Accrued liabilities

568

364

Advance from customers

221

236

Other payables

364

225

Total

 

────

6,209

════

────

1,904

════

 

The trade and other payables primarily relate to the SEATH BTS tower network and the SEATH IBS operations of the Group. The payables are short-term in nature; hence, their carrying values are considered reasonable approximations of their fair values at the consolidated balance sheet date.

 

19 PAYABLE TO RELATED PARTIES

30 June 2015

30 June 2014

USD'000

USD'000

Payable to VinaCapital Investment Management Ltd:

- management fees (Note 28(a))

361

372

- other payables

55

15

Payable to shareholders

6

6

───

───

Total

 

422

═══

393

═══

 

Payables to related parties are short-term in nature; hence, their carrying values are considered a reasonable approximations of their values at the balance sheet date.

 

20 REVENUE AND COST OF SALES

 

The Group's revenue represents rental income from the SEATH BTS tower network and the SEATH IBS and associated leasing and information rescue services. All revenue is derived from external customers, although 77% of total sales during the year (year ended 30 June 2014: 71%) was sourced from one customer. 

 

The Group's cost of sales mainly relates to the operating costs of the BTS and IBS leasing business and provision of related services.

 

The analysis of cost of sales based on the nature of the more significant expenses is as follows:

 

Year ended

30 June 2015

30 June 2014

USD'000

USD'000

Land rentals

2,175

2,018

Tools and equipment expenses

1,431

11,432

Employee expenses

664

710

════

════

 

21 INTEREST INCOME

 

Year ended

30 June 2015

30 June 2014

USD'000

USD'000

Interest income was derived from:

- Cash and term deposits

597

1,252

- Corporate and government bonds

211

138

 

Total

 

───

808

═══

────

1,390

════

 

ADMINISTRATION EXPENSES AND ONGOING CHARGES

 

(a) Administration expenses

 

Year ended

30 June 2015

30 June 2014

USD'000

USD'000

Management fees (Note 28(a))

4,319

4,137

Professional fees (*)

2,174

900

Custodian fees

237

226

Directors' fees (Note 27)

225

170

Other expenses (**)

2,390

1,857

 

Total

 

────

9,345

════

────

7,290

════

 

(*) Professional fees for the year ended 30 June 2015 included restructuring fees of USD1.3 million.

 

(**) These expenses primarily relate to the operating activities of the Group's subsidiaries.

 

(b) Total expenses ratio

 

Year ended

30 June 2015

30 June 2014

Total expenses ratio

 

2.50%

═════

2.60%

═════

 

Total expenses ratio has been calculated in accordance with the Association of Investment Companies ("AIC") recommended methodology dated May 2012. It is the ratio of annualised total expenses over the average undiluted net asset value during the year.

 

Total expenses ratio includes: management fees, 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.

 

 

23 FAIR VALUE (LOSS)/GAIN OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

Year ended

30 June 2015

30 June 2014

USD'000

USD'000

Unrealised gains based on changes in fair values using

- market and brokers' quoted prices

46

27,687

- sales agreements

1,590

-

- internal valuer's report

(1,582)

-

(Losses)/gains from realisations of financial assets

(5,047)

1,410

Unrealised losses on foreign exchange translation

(1,549)

(645)

 

Total

 

─────

(6,542)

═════

─────

28,452

═════

 

24 FINANCE INCOME AND FINANCE COSTS

 

Year ended

30 June 2015

30 June 2014

USD'000

USD'000

Finance income comprised:

- Realised gains from foreign currency exchange

differences, representing finance income

54

38

- Unrealised gains from foreign currency differences

72

70

───

───

126

108

───

───

Finance costs comprised:

- Interest expenses

(293)

-

- Realised losses from foreign currency exchange differences

(199)

(106)

- Unrealised losses from foreign currency exchange differences

(1)

(274)

────

────

(493)

(380)

────

────

Finance costs, net

(367)

(272)

════

════

 

 

25 INCOME TAX EXPENSE

 

Vietnam Infrastructure Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there is no income, state, corporation, capital gains or other taxes payable by the Company.

 

The majority of the Group's subsidiaries are domiciled in the British Virgin Islands and so have tax exempt status.

 

The principal operating subsidiaries of the Group are established in Vietnam and are subject to corporate income tax in Vietnam. The income from these subsidiaries is taxable at the applicable tax rate in Vietnam. On 19 June 2013, the Vietnamese National Assembly approved a new corporate income tax law. Under the new law, the standard corporate income tax has been reduced from 25% to 22% effective 1 January 2014. A further reduction in tax rate to 20% will become effective on 1 January 2016. A provision of USD0.4 million has been made for corporate income tax payable by the Vietnamese subsidiaries for the year (30 June 2014: USD0.6 million).

 

The relationship between the expected income tax expense based on the applicable income tax rate (stated below) and the tax expense actually recognised in the consolidated income statement can be reconciled as follows:

 

Year ended

30 June 2015

30 June 2014

USD'000

USD'000

Group (loss)/profit before tax

(10,684)

─────

27,291

─────

Group (loss)/profit multiplied by applicable tax rate (0%) (2014: 0%)

-

-

Current income tax expense on Vietnamese subsidiaries

(477)

(645)

Deferred income/(expense) tax

1,791

(912)

 

Tax expense

────

1,314

════

────

(1,557)

════

 

26 (LOSS)/EARNINGS PER SHARE AND NET ASSET VALUE PER SHARE

 

(a) (Loss)/earnings per share

 

(Loss)/earnings per share is calculated by dividing the (loss)/profit attributable to the shareholders of the Company from operations by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Group and held as treasury shares (Note 15).

 

Year ended

30 June 2015

30 June 2014

USD'000

USD'000

(Loss)/profit for the year attributable to shareholders of the Company (USD'000)

(9,488)

25,749

Weighted average number of ordinary shares in issue ('000)

370,885

374,726

(Loss)/earnings per share (USD/share)

(0.03)

0.07

═══════

═══════

 

(b) Net asset value per share

 

Net asset value ("NAV") per share is calculated by dividing the net asset value attributable to shareholders of the Company by the number of outstanding ordinary shares in issue as at the reporting date. Net asset value is determined as total assets less total liabilities.

 

As at

30 June 2015

30 June 2014

Net asset value attributable to shareholders of the Company (USD'000)

202,515

 

213,411

Number of outstanding ordinary shares in issue ('000)

350,221

351,698

Net asset value per share (USD/share)

0.58

═══════

0.61

═══════

 

 

27 DIRECTORS' FEES AND MANAGEMENT'S REMUNERATION

 

The aggregated directors' fees amounted to USD225,000 (year ended 30 June 2014: USD170,000) (Note 22(a)), of which there was no outstanding amounts payable at the reporting date (30 June 2014: USD75,000). The details of the remuneration for each director are summarised below:

 

Year ended

30 June 2015

30 June 2014

USD'000

USD'000

Rupert Carington (*)

74

37

Robert Binyon (*)

57

29

Paul Garnett

24

-

Ekkehard Goetting

35

35

Luong Van Ly

35

35

Paul Cheng

-

34

Total

 

────

225

════

────

170

════

 

(*) During the year, additional fees of USD29,000 and USD22,000 were paid to Rupert Carington and Robert Binyon, respectively, in conjunction with the extra work which they had done to support the restructuring of the Company as mentioned in Note 33 to the consolidated financial statements.

 

28 RELATED PARTIES

 

(a) Management fees

 

The Group is managed by VinaCapital Investment Management Limited (the "Investment Manager"), incorporated and registered as a licensed fund manager in the Cayman Islands. The Investment Manager receives a fee based on the gross asset value of the Group, payable monthly in arrears, at an annual rate of 2% (30 June 2014: 2%).

 

Total management fees for the year amounted to USD4.3 million (30 June 2014: USD4.1 million) (Note 22(a)), with USD0.4 million (30 June 2014: USD0.4 million) (Note 19) in outstanding accrued fees due to the Investment Manager at the reporting date.

 

On 20 November 2014, the Company signed a new Investment Management Agreement with the Investment Manager, which became effective on 27 July 2015. The key terms of this new Investment Management Agreement are set out in Note 33.

 

(b) Performance fees

 

The Investment Manager is also entitled to a performance fee equal to 20% of the realised returns over an annualised compounding hurdle rate of 8%. There was no performance fees payable for the years ended 30 June 2014 and 30 June 2015.

 

 

29 OPERATING LEASE COMMITMENTS

 

The Group has commitments under non-cancellable operating lease agreements as follows:

 

30 June 2015

30 June 2014

USD'000

USD'000

Within one year

4,829

1,990

Within two to five years

3,623

6,307

Over five years

20,085

18,748

Total

 

──────

28,537

══════

──────

27,045

══════

 

30 FAIR VALUE HIERARCHY

 

The following table presents financial assets measured at fair value by valuation method. The different levels have been defined as below:

 

- Level 1: quoted prices (unadjusted) in active markets for identical assets;

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e as prices) or indirectly (i.e derived from prices); and

- Level 3: inputs for the assets that are not based on observable market data (unobservable inputs).

 

There are no financial liabilities of the Group which were measured using the fair valuation method as at 30 June 2015 and 30 June 2014.

 

The level within which the financial assets is classified is determined based on the lowest level of significant input to the fair value measurement.

 

The financial assets measured at fair value in the balance sheet are grouped into the fair value hierarchy as follows:

 

Level 1

Level 2

Level 3

Total

USD'000

USD'000

USD'000

USD'000

30 June 2015

Ordinary shares - listed

66,543

-

-

66,543

Ordinary shares - unlisted

1,590

-

8,902

10,492

─────

68,133

═════

────

-

════

─────

8,902

═════

─────

77,035 ═════

30 June 2014

Ordinary shares - listed

97,690

-

-

97,690

Ordinary shares - unlisted

-

-

10,642

10,642

Corporate bonds

-

4,791

-

4,791

Government bonds

-

3,075

-

3,075

─────

97,690

═════

────

7,866

════

─────

10,642

═════

─────

116,198

═════

 

During the year, there were no transfers between the fair value hierarchy levels (year ended 30 June 2014: Nil). There were also no other reclassifications of financial assets in the current year and prior year.

 

Valuation process and techniques used to derive Level 3 fair values

 

During the year, there was no change in valuation method used for the purpose of measuring the fair value of financial assets classified as Level 3. The fair value loss of USD1.2 million (2014: USD0.1 million) was included in the consolidated income statement within net changes in fair value of financial assets at fair value through profit and loss.

 

The fair value of level 3 unlisted shares follows the valuation process described in Note 6.

 

The significant unobservable inputs used in the DCF calculation in respect to level 3 unlisted shares are as follows:

 

- Interest rate on borrowings - based on the terms of existing commercial loans and financial lease contracts with Export Credit Agency;

- Discount rates - reflecting current market assessment of the uncertainty in the amount and timing of cash flows; and

- Salvage value of aircraft - based on forecasted income from selling the aircraft at the end of the leasing period

 

The following table analyses the significant unobservable inputs and the impact of possible changes to the fair value of the private equity instrument:

 

Sensitivity as at 30 June 2015:

 

Significant input

Sensitivity on management's estimates

 

Changes of input

 

Impact

 

 

Interest rate

Forecast of 3M and 6M LIBOR and 12M deposit rate

 

+/-1%

 

 

(USD0.6m) - USD0.6m

Discount rate

22.8%

+/-1%

(USD0.1m) - USD0.2m

Salvage value

43.3% - 50%

-/+10%

(USD0.5m) - USD0.6m

 

Sensitivity as at 30 June 2014:

 

Significant input

Sensitivity on management's estimates

 

Changes of input

 

Impact

 

 

Interest rate

Forecast of 3M and 6M LIBOR and 12M deposit rate

 

+/-0.1%

 

 

(USD0.19m) - USD0.18m

Discount rate

16% - 18%

+/-1%

(USD0.45m) - USD0.49m

Salvage value

43.3% - 50%

-/+10%

(USD1.42m) - USD1.42m

 

31 BUSINESS COMBINATIONS

 

During the year, the Group acquired 70% and 75% equity interests in SST and Vien Tin for cash considerations of USD20.3 million and obtained control of these entities. The Group's voting equity interests in these entities equal to its equity interests. The businesses of SST and Vien Tin consist of their in-building cellular enhancement systems, which have the ability to create economic benefits to provide a return to their owners. Consequently, these are acquisitions of business.

 

As a result of the acquisition, the Group is expected to increase its presence in telecommunications market. There is no goodwill arising from these acquisitions as the acquisition costs were equal to the fair value of the Group's share of the identifiable net assets of the acquired subsidiaries at the date of acquisitions.

 

The following table summarises the cash considerations paid for SST and Vien Tin, the fair value of assets acquired, liabilities assumed and the non-controlling interests at the acquisitions date.

 

Recognised amounts of identifiable assets acquired and liabilities assumed

 

Fair value

USD'000

Cash and cash equivalents

598

Property, plant and equipment

26,813

Construction in progress

419

Inventories

1,488

Trade and other receivables

4,105

Short-term investments

386

Trade and other payables

(2,214)

Borrowings

(238)

Net identifiable net assets (*)

─────

31,357

Less: non-controlling interests

(10,780)

Net assets acquired

 

─────

20,577

═════

 

Acquisition-related costs of USD20,719 have been charged to administrative expenses in the consolidated income statement for the year ended 30 June 2015.

 

The fair value of property, plant and equipment is decreased by USD1.3 million based on the Company's internal valuation report and recognized in the consolidated income statement for the year ended 30 June 2015.

 

The revenue and net profit included in the consolidated income statement since January 2015 for SST and March 2015 for Vien Tin was USD2.0 million and USD0.4 million.

 

Had these entities been consolidated from 1 July 2014, the consolidated statement

of income would show pro-forma revenue of USD4.6 million and net profit of USD1.1 million.

 

 

The fair value of the non-controlling interest of SST and Vien Tin was estimated by reference to the purchase prices which the Group paid for the acquisitions of 70% and 75% interests in SST and Vien Tin, respectively.

 

(*) Included in non-controlling interests were USD2.8 million of land, an office and receivables belonging solely to the non-controlling interests. The remaining net identifiable net assets were shared between the non-controlling interests and the Group based on the equity interest held by each party.

 

32 FINANCIAL RISK MANAGEMENT

 

The Group invests in listed and unlisted equity instruments, debt instruments, assets and other opportunities in Vietnam and other countries with the objective of achieving medium to long-term capital appreciation and providing investment income.

 

The Group is exposed to a variety of financial risks: market risk (including currency risk, interest rate risk, and price 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 the Investment Manager who manages the distribution of the assets to achieve the investment objectives.

 

The most significant financial risks the Group is exposed to are described below:

 

(a) Market risk analysis

 

Foreign exchange and foreign currency sensitivity risks

 

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 reporting currency.

 

The Group has not entered into any hedging mechanisms as the estimated benefits of available instruments outweigh their costs. 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.

 

As at 30 June 2015, the Group has foreign currency exposure mainly arising from holding assets which is not denominated in its functional currency. At the reporting date, had the VND weakened/strengthened by 5% in relation to USD, with all other variables held constant, there would be a net exchange loss/gain of USD5.5 million (2014: USD7.3 million).

 

 

 

Price risk

 

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 factors affecting all instruments traded in the market.

 

The Group invests in listed and unlisted equity securities and is exposed to market price risk of these securities due to the uncertainties about future values of the investment securities.

 

The majority of the Group's equity investments are publicly traded on the Vietnam stock exchanges. The Group has no concentration in individual equity positions exceeding 5% (2014: 8%) of the Group's net assets.

 

All securities investments present a risk of loss of capital. The Investment Manager manages this risk through the careful selection of securities and other financial instruments within specified limits and by holding a diversified portfolio of listed and unlisted instruments. In addition, the performance of investments held by the Group is monitored by the Investment Manager on a monthly basis and reviewed by the Board of Directors at each quarterly meeting.

 

If the prices of the securities were to fluctuate by 10%, the impact on the net asset value of the Group would be a gain or loss of USD6.3 million (2014: gain or loss of USD10.2 million).

 

Cash flow and fair value interest rate risk

 

The Group's exposure to interest rate risk is related to interest bearing financial assets and financial liabilities. Cash and cash equivalents and bonds are subject to interest at fixed rates. They are exposed to fair value changes due to interest rate changes. The Group currently has financial liabilities arising from long-term borrowings in USD with floating interest rates. The Group's forecast of the interest rates is favourable for the borrowings and it has limited exposure to cash flow and interest rate risk.

 

(b) 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 each month, it is updated to reflect developments in the market on a timely basis as new information becomes available.

 

 

 

Of the USD50.7 million (30 June 2014: USD18.1 million) cash and cash equivalents and short-term investments as at 30 June 2015, USD37.0 million (30 June 2014: USD4.4 million) was deposited with a bank that has a Standard and Poors ('S&P') rating of AA- at the reporting date. Another USD9.5 million (30 June 2014: USD6.5 million) was deposited with banks that have S&P ratings of between B+ and BB- at the reporting date. The remaining USD4.2 million (30 June 2014: USD7.2 million) was held with banks that have no credit rating by any rating agencies.

 

All transactions in listed securities are settled upon delivery using approved brokers. The risk of default is considered low, as delivery of securities sold is only made once the broker has received payment. Payment is made for purchases once the securities have been received by the broker. The trade will be unwound if either party fails to meet its obligations.

 

The carrying amount of trade and other receivables represent the Group's maximum exposure to credit risk in relation to its financial assets.

 

No credit limits were exceeded during the reporting period other than those impaired as disclosed in Notes 3.1(d) and 7 relating to the prepayment for acquisition of investment in the Long An Industrial Service project. Management does not expect any losses from non-performance by these counterparties.

 

In accordance with the Group's policy, the Investment Manager continuously monitors the Group's credit position, identified either individually or by group, and incorporates this information into its credit controls.

 

The Group's 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.

 

(c) Liquidity risk analysis

 

The Group invests in both listed securities that are traded in active markets and unlisted securities that are not actively traded.

 

The Group's listed securities are considered to be readily realisable, as they are mainly listed on the Vietnam Stock Exchanges. However, there have been times in the past when, due to restrictions imposed by the market daily trading bands, shares cannot be sold immediately. Under such circumstances it is likely that the Group's holdings in listed shares are not immediately realisable.

 

Unlisted securities, which are not traded in an organised public market, may be illiquid. As a result, the Group may not be able to quickly liquidate its investments in these instruments at an amount close to fair value in order to respond to its liquidity requirements or to other specific events such as deterioration in the creditworthiness of a particular issuer. However, the Group has the ability to borrow in the short-term to ensure sufficient cash is available for any settlements due.

 

 

At the reporting date, the Group's liabilities which have contractual maturities are summarised below:

 

Within 6 months

6 to 12 months

1 to 5 years

Over 5 years

 

Total

USD'000

USD'000

USD'000

USD'000

USD'000

30 June 2015

Borrowings

2,236

1,950

9,187

26

13,399

Trade and other payables (*)

-

5,106

-

-

5,106

Payable to related parties

422

-

-

-

422

 

 

────

2,658

════

────

7,056

════

────

9,187

════

───

26

═══

─────

18,927 ═════

30 June 2014

Trade and other payables (*)

-

1,235

-

-

1,235

Payable to related parties

393

-

-

-

393

 

 

───

393

═══

────

1,235

════

────

-

════

────

-

════

────

1,628

════

 

(*) These balances exclude unearned revenue and advance from customers

 

The above contractual maturities reflect the gross cash flows, which may differ to the carrying value of the liabilities at the reporting date. Balances due within 12 months equal their carrying value as the impact of discounting is not significant.

 

(d) Capital management

 

The Group's capital management objectives are to achieve capital growth and to ensure the Group's ability to continue as a going concern.

 

The Group considers the capital to be managed as equal to the net assets attributable to the holders of ordinary shares. The Group is not subject to externally imposed capital requirement. The Group has engaged the Investment Manager to allocate the net assets in such a way so as to generate investment returns that are commensurate with the investment objectives outlined in the Group's offering documents.

 

33 SUBSEQUENT EVENTS

 

Admission of Listed Portfolio Shares and re-designation of ordinary shares

 

VNI shareholders approved certain restructuring proposals (the "Proposals") at the end of 2014 and the Proposals were subsequently adopted by the Company.

 

Pursuant to the Proposals, the listed and private equity components of the Company's portfolio were separated into two distinct pools of asset, the Listed Portfolio and the Private Equity Portfolio, respectively. Each pool of assets is represented by a separate share class. The Listed Portfolio assets were contributed, together with a cash subscription, to Forum One-VCG Partners Vietnam Fund ("VVF"), a newly established sub-fund of Forum One, a Luxembourg open-ended investment company or SICAV ("Forum One") in consideration for an issue by VVF of 10,242,350.55 Class A VVF shares to the Company at the subscription price of USD10 per Class A VVF share.

 

On 21 July 2015, the Company's ordinary shares (AIM: VNI) were redesignated as Private Equity Shares and a bonus issue of the new class of Listed Portfolio Shares was undertaken. As a result, each VNI shareholder as at that date held an equal number of Private Equity Shares and Listed Portfolio Shares. On 22 July 2015, the Company published an admission document in relation to the admission of the Listed Portfolio Shares to trading on the AIM Market as part of the Proposals. On 27 July 2015, the Listed Portfolio Shares were admitted to trading on the AIM Market under the ticker symbol "VNIL".

 

First tender offer of Listed Portfolio Shares

 

On 27 July 2015, the Company also published a circular to its shareholders in relation to the first tender offer (the "Tender Offer") for the repurchase by VNI of up to 50 percent of the Company's Listed Portfolio Shares in issue as at the First Repurchase Day, which fell on 17 August 2015 (the "Repurchase Cap").

 

On 17 August 2015, the Company repurchased 50 percent of the outstanding Listed Portfolio Shares at a price of US$0.2747 per Listed Portfolio Share (being a discount of 4 percent to the Net Asset Value per Share on 17 August 2015). The Company satisfied the repurchase by transferring to the tendering Shareholders 4,932,837.172 Class A VVF Share for every Listed Portfolio Share accepted in the Tender Offer.

 

Following the repurchase, the repurchased Listed Portfolio Shares were cancelled and, as a result, the Company now has a total of 175,110,548 Listed Portfolio Shares in issue.

 

Additional tender offers

 

A further tender offer will be held on 17 February 2016 (being the "Second Repurchase Day") at which time the Company will offer to repurchase 50 per cent. of the outstanding Listed Portfolio Shares at a discount of 2 per cent. to the current Net Asset Value per Share of the Listed Portfolio Shares as at that date. On 17 August 2016 (being the "Final Date"), all remaining Listed Portfolio Shares in issue will be compulsorily repurchased by the Company at no discount to the then current Net Asset Value per Share of the Listed Portfolio Shares in consideration for the transfer of Class A VVF Shares. Following the compulsory repurchase of the Listed Portfolio Shares at the Final

 

 

 

Date no Listed Portfolio Shares will remain in issue and at this point the admission of the Listed Portfolio Shares to trading on AIM will be cancelled.

 

Prior to the Second Repurchase Day and the Final Date, the Company will distribute to the holders of Listed Portfolio Shares a circular containing the formal terms and details of the Second Repurchase Day and the Final Date.

 

New Investment Management Agreement

 

Under the new Investment Management Agreement which became effective on 27 July 2015, no management fee will be charged to the Company on either the Listed Portfolio Shares or the Private Equity Shares.

 

In relation to the private equity portfolio, instead of a management fee, the Company will pay an incentive fee based on sales proceeds:

 

1) Upon realisation of the Company's private equity assets, the Company will pay a fee of 3% of the total sale proceeds of each asset realised once the sale proceeds are received by the Company.

 

2) The Company will also pay an incentive fee of 10% of the amount by which the total return exceeds the incentive fee hurdle amount of USD80.9 million as stated on the new Investment Management Agreement. This incentive fee will be paid when all the private equity assets have been realised and the sale proceeds received by the Company.

The Investment Manager will receive an annual management fee of 1.25% of the net asset value of VVF in respect to those units distributed to the Company's shareholders as a result of the restructuring.

 

34 COMPARATIVE FIGURES

 

Financial assets at fair value through profit or loss of unlisted shares amounting to USD10.6 million in the comparative figures of the consolidated financial statements has been reclassified from current assets to non-current assets to conform to the current year's presentation.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR MFBRTMBABMAA
Date   Source Headline
9th Oct 20172:49 pmRNSResults of EGM and Cancellation
9th Oct 20177:30 amRNSSuspension - Vietnam Infrastructure Limited
6th Oct 20177:00 amRNSSuspension of Trading on AIM
25th Sep 20173:22 pmRNSAudited financial results for year to 30 June 2017
21st Sep 20178:23 amRNSChange to Cash Distribution
12th Sep 201712:56 pmRNSMonthly Report
11th Sep 201710:39 amRNSNet Asset Value
25th Aug 20177:00 amRNSNotice of Cancellation, Cash Distribution and EGM
15th Aug 20174:20 pmRNSMonthly Report
10th Aug 201710:06 amRNSNet asset value
31st Jul 20179:22 amRNSSuccessful Divestment of Last Remaining Asset
11th Jul 20171:49 pmRNSMonthly report
10th Jul 20171:11 pmRNSNet asset value
14th Jun 20172:05 pmRNSMonthly report
14th Jun 201712:16 pmRNSNet Asset Value
8th Jun 20175:15 pmRNSRetirement of Director
8th Jun 201711:08 amRNSWinding-up of the Company and Continuation Vote
11th May 201711:53 amRNSMonthly report
11th May 20179:58 amRNSNet Asset Value
13th Apr 20179:33 amRNSMonthly report
11th Apr 20179:39 amRNSNet Asset Value
15th Mar 201711:10 amRNSMonthly report
9th Mar 20179:29 amRNSNet Asset Value
8th Mar 201711:32 amRNSAudited financial results
1st Mar 20174:45 pmRNSResult of Distribution
14th Feb 201710:01 amRNSMonthly report
10th Feb 20172:14 pmRNSNet Asset Value
10th Feb 20172:01 pmRNSNet Asset Value
31st Jan 20177:00 amRNSDistribution to Holders of Private Equity Shares
18th Jan 201711:32 amRNSCompleted divestment from SEATH
13th Jan 201710:20 amRNSCompleted divestment from SEATH
12th Jan 20179:57 amRNSMonthly report
29th Dec 201610:34 amRNSCompleted divestment from SEATH
22nd Dec 20161:42 pmRNSPosting of Annual Report
19th Dec 20162:33 pmRNSAudited financial results for year to 30 June 2016
15th Dec 201610:05 amRNSMonthly report
8th Dec 20169:00 amRNSNet Asset Value(s)
22nd Nov 201612:22 pmRNSCompleted divestment of stake in the Vina-CPK
11th Nov 201611:05 amRNSMonthly report
10th Nov 20164:56 pmRNSLong An SEA Transaction Completion
10th Nov 201612:51 pmRNSNet asset value
7th Nov 20169:34 amRNSHolding(s) in Company
1st Nov 20167:31 amRNSUpdate on agreement to sell holding in SEATH
11th Oct 20161:45 pmRNSMonthly report
11th Oct 201610:40 amRNSNet Asset Value
13th Sep 20161:47 pmRNSMonthly report
12th Sep 201610:47 amRNSNet Asset Value
6th Sep 201610:20 amRNSHolding(s) in Company
18th Aug 20169:23 amRNSResult of Compulsory Repurchase
15th Aug 20167:30 amRNSSuspension - Vietnam Infrastructure Limited

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