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Audited financial results for year to 30 June 2016

19 Dec 2016 14:33

RNS Number : 2657S
Vietnam Infrastructure Limited
19 December 2016
 



Vietnam Infrastructure Limited

Audited financial results for the twelve months ended 30 June 2016

 

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 2016 ('the period').

Financial highlights:

Listed Portfolio Share Net Asset Value ("LPS NAV") of USD38.3 million

Private Equity Share Net Asset Value ("PES NAV") of USD77.2 million (30 June 2015: USD202.5 million)

LPS NAV per share of USD0.357

PES NAV per share of USD0.220 (30 June 2015: USD0.578)

Operational highlights:

· The Company undertook and completed the restructuring of the fund, with the segregation of the Listed and PE portfolios.

Ø In July 2015, the Listed Portfolio was admitted to the London Stock Exchange AIM, trading under the ticker "VNIL", while the PE Portfolio continued to trade under the ticker "VNI". Also in July 2015, the Forum One - VCG Partners Vietnam Fund (VVF) was successfully launched.

Ø Two Listed Portfolio Share repurchase events occurred during the financial year: a tender offer in August 2015, followed by a tender offer in February 2016 and culminating in a compulsory repurchase in August 2016, after the close of the financial year.

Ø The Listed Portfolio Shares were then cancelled and delisted on 17 August 2016.

Ø In June 2016, USD11 million was distributed to PES holders.

 

· The investment manager made substantial progress in divesting assets, including:

Ø Vietnam Aircraft Leasing Corporation (VALC): VNI sold its 11.65% stake in the aircraft lessor for USD8.4 million in February 2016.

Ø Vina-CPK: Located in Vinh Phuc, Vietnam, Vina-CPK operates industrial park and infrastructure projects with an investment license of up to 49 years. VNI sold its stake in June 2016 for USD22.1 million.

 

· After the close of the financial year, the Company reported two other important developments:

Ø SEATH: In August 2016, VNI reached an agreement to sell the BTS portion of the portfolio to OCK Vietnam Towers Ltd. for USD50 million. This transaction is expected to close by the end of December 2016.

Ø Long An: On 2 November 2016, the Company received an out-of-court cash settlement of USD2.37 million, and the asset was transferred to the buyer.

 

About VinaCapital

Founded in 2003, VinaCapital is a leading investment and asset management firm headquartered in Vietnam, with a diversified portfolio of USD1.4 billion in assets under management. The firm has three closed-ended funds that trade on the London Stock Exchange: VinaCapital Vietnam Opportunity Fund Limited, which trades on the Main Market, as well as VinaLand Limited and Vietnam Infrastructure Limited, which trade on the AIM. VinaCapital also manages the Forum One - VCG Partners Vietnam Fund, Vietnam's largest open-ended UCITS-compliant fund. VinaCapital's expertise spans a full range of asset classes including capital markets, private equity, real estate, venture capital, and fixed income.

 

 

 

 

 

 

More information on Vietnam Infrastructure Limited is available at www.vni-fund.com

Contacts:

 

Jonathan Viet Luu

VinaCapital Investment Management Limited

Investor Relations

+84 8 3821 9930

jonathan.luu@vinacapital.com

 

Joel Weiden

VinaCapital Investment Management Limited

Communications

+84 8 3821 9930

joel.weiden@vinacapital.com

 

Philip Secrett

Grant Thornton UK LLP, Nominated Adviser

+44 (0)20 7383 5100

philip.j.secrett@uk.gt.com

 

David Benda / Hugh Jonathan

Numis Securities Limited, Broker

+44 (0)20 7260 1000

funds@numis.com

 

 

Dear Shareholders,

 

During the financial year ended 30 June 2016, the Management and the Board of the Company

have been working to execute the restructuring of the Company and meet the plans that were

approved by shareholders in late 2014. I am pleased to report that we have made significant

headway during the year, and are well on track to meet the 2017 target deadline.

 

Fund Restructuring Completed

 

During the financial year, we undertook and completed the restructuring of the Company, with the

segregation of the Listed and Private Equity ("PE") portfolios. In July 2015, the Listed Portfolio was admitted to the London Stock Exchange AIM, trading under the ticker "VNIL", while the PE Portfolio continuing to trade under the ticker "VNI". Also in July 2015, the Forum One - VCG Partners Vietnam Fund (VVF) was successfully launched.

 

Two Listed Portfolio Share repurchase events occurred during the financial year: a tender offer in

August 2015, followed by a tender offer in February 2016 and culminating in a compulsory

repurchase in August 2016, after the close of the financial year. The Listed Portfolio Shares were

then cancelled and delisted on 17 August 2016.

 

Fund Performance

 

For the financial year ended 30 June 2016, the audited Net Asset Value (NAV) of the PE portfolio decreased from USD202.5 million, or USD0.58 per share, to USD77.2 million or

USD0.22 per share. The decline was primarily due to the segregation of the Listed and PE

portfolios, and a distribution to PE shareholders, as well as a downward valuation of the in-building

systems (IBS) assets of SEATH.

 

The audited NAV per share of the Listed Portfolio on 30 June 2016 increased USD0.29 per share, to USD0.36 per share. The rise was primarily due to the strong performance of VVF.

 

Performance Against Objectives

 

Our key objective is to realise the value of the Company's assets, and the investment manager

made substantial progress to that end during the financial year, including:

· Vietnam Aircraft Leasing Corporation (VALC): VNI sold its 11.65% stake in the aircraft lessor for USD8.4 million in February 2016.

· Vina-CPK: Located in Vinh Phuc, Vietnam, Vina-CPK operates industrial park and infrastructure projects with an investment license of up to 49 years. VNI sold its stake in June 2016 for USD22.1 million.

Subsequent to the close of the financial year, the Company reported two other important

developments:

· SEATH: In August 2016, VNI reached an agreement to sell the BTS portion of the portfolio to OCK Vietnam Towers Ltd. for USD50 million. This transaction is expected to close by the end of December 2016.

· Long An: On 2 November 2016, the Company received an out-of-court cash settlement of USD2.37 million, and the asset has been transferred to the buyer.

 

The IBS portion of the SEATH portfolio is the final asset to be divested, and the Board continues to

explore options to do so by June 2017.

 

Looking Ahead

 

Our top priority is to maximise shareholder value. In June 2016, we distributed USD11 million to

holders of the PE shares. We currently anticipate making another distribution during the first quarter of 2017 following the receipt of proceeds from the SEATH BTS sale. Subject to the sale of IBS, we would then anticipate making a further distribution either before, or in conjunction with, the commencement of the voluntary liquidation process towards the end of the 2017 financial year.

Furthermore, investors still holding VVF shares have benefitted from the fund's strong

performance. VVF continues to be Vietnam's largest open-ended UCITS-compliant fund, and it

continues to outperform the VN Index.

 

Vietnam's buoyant economy has received a great deal of international media attention this past

year, and with it, a growing flow of foreign investors interested in participating in this resilient

market. These and other factors have contributed to the solid progress we have made toward

completing the realisation process in an orderly and timely manner.

 

Given these positive developments, as well as consideration toward minimising administrative

expenses, the Board has decided to not hold an Annual General Meeting this year. Of course, I

invite shareholders with any issues or concerns to directly contact me or any of the other Directors.

On behalf of the entire Board, I thank you for your continued support.

 

 

 

 

 

 

Rupert Carington

Chairman

Vietnam Infrastructure Limited

19 December 2016

CONSOLIDATED BALANCE SHEET

 

As at

30 June 2016

30 June 2015

Note

USD'000

USD'000

ASSETS

Non-current assets

Investment properties

6

-

73,435

Prepayment for acquisition of Long An Industrial Service project

7

-

2,188

Property, plant and equipment

8

-

26,471

Financial assets at fair value through profit or loss

11

-

8,902

Long-term deferred expenses

-

1,110

Other long-term receivables

-

333

 

Total non-current assets

 

───────

-

───────

───────

112,439 ───────

Current assets

Prepayment for acquisition of Long An Industrial Service project

7

2,371

-

Inventories

-

1,784

Trade and other receivables

10

4,455

11,730

Financial assets at fair value through profit or loss

11

38,245

68,133

Prepayments to suppliers

-

550

Short-term investments

12

-

4,608

Cash and cash equivalents

13

20,408

46,106

───────

───────

65,479

132,911

Assets classified as held for sale

14(c)

70,252

-

 

Total current assets

 

───────

135,731 ───────

───────

132,911 ───────

Total assets

 

135,731

═══════

245,350

═══════

 

 

 

 

 

 

 

 

As at

 

30 June 2016

30 June 2015

 

Note/

page

USD'000

USD'000

EQUITY AND LIABILITIES

EQUITY

Equity attributable to shareholders of the Company

Share capital

Note 15

-

3,502

Additional paid-in capital

-

328,437

Foreign currency translation reserve

(6,566)

(6,359)

Equity reserve

-

3,764

Other reserves

-

306

Accumulated gains/(losses)

6,566

(127,135)

───────

-

───────

───────

202,515

───────

Non-controlling interests

-

10,763

───────

───────

Total equity

-

213,278

═══════

═══════

LIABILITIES

Non-current liabilities

Long-term borrowings

Note 16

-

9,455

Long-term unearned revenue

-

10,778

Deferred tax liabilities

Note 17

-

1,113

 

Total non-current liabilities

 

───────

-

───────

───────

21,346

───────

Current liabilities

Short-term borrowings

Note 16

9,042

3,833

Corporate income tax payable

-

262

Trade and other payables

Note 18

1,868

6,209

Payable to related parties

Note 19

531

422

───────

───────

11,441

10,726

Liabilities directly associated with assets classified as held for sale

Note 14(c)

2,727

-

───────

───────

Total current liabilities (excluding net assets attributable to holders of redeemable shares of the group and holders of non-controlling interests)

14,168

10,726

Net assets attributable to holders of the Company

Page 9

115,480

-

Net assets attributable to holders of non-controlling interests in subsidiaries

Page 9

6,083

-

───────

───────

Total liabilities

 

135,731

───────

32,072

───────

Total equity and liabilities

 

135,731

═══════

245,350

═══════

Net asset value per Listed Portfolio Share attributable to holders of the Company (USD per share)

Note 24(b)

0.357

-

Net asset value per Private Equity Share attributable to holders of the Company (USD per share)

Note 24(b)

0.220

-

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

Note 24(b)

-

0.578

═══════

═══════

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Attributable to shareholders of the Company

 

Share

Capital

Additional paid-in capital

Treasury shares

Foreign currency translation

reserve

Equity reserve

Other reserves

Accumulated

gain/(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 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

-

-

(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

══════

 

 

Balance at 1 July 2015

3,502

328,437

-

(6,359)

3,764

306

(127,135)

202,515

10,763

213,278

 

 

Transfers to net assets attributable to holders of Private Equity Shares

(3,502)

(226,013)

-

-

(3,764)

(306)

133,844

(99,741)

-

(99,741)

 

Transfers to net assets attributable to holders of Listed Portfolio Shares

-

(102,424)

-

-

-

-

(350)

(102,774)

-

(102,774)

 

Transfers to net assets attributable to holders of non-controlling interests in subsidiaries

-

-

-

-

-

-

-

-

(10,763)

(10,763)

 

Other comprehensive income arising from disposal of a subsidiary

-

-

-

1,518

-

-

(1,518)

-

-

-

 

Other comprehensive loss arising from exchange differences on translation of foreign operations

-

-

-

(1,725)

-

-

1,725

-

-

-

 

────

──────

─────

─────

────

────

──────

──────

─────

──────

 

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

(3,502)

(328,437)

-

(207)

(3,764)

(306)

133,701

(202,515)

(10,763)

(213,278)

 

 

Balance at 30 June 2016

───

-

 ════

─────

-

══════

─────

-

═════

─────

(6,566)

═════

────

-

════

────

-

════

──────

6,566

══════

──────

-

══════

─────

-

═════

──────

-

══════

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO HOLDERS OF REDEEMABLE SHARES

 

Note

Listed Portfolio Shares

Private

Equity

Shares

Sub total

Non-controlling interests

Total

USD'000

USD'000

USD'000

USD'000

USD'000

Balance at 1 July 2015

-

-

-

-

-

Transfers from equity

 102,774

 99,741

202,515

 10,763

213,278

Repurchase of Listed Portfolio Shares

15

(67,983)

-

(67,983)

-

(67,983)

─────

─────

─────

─────

─────

Net increase from share transactions

34,791

99,741

134,532

10,763

145,295

─────

─────

─────

─────

─────

Increase/(decrease) in net assets attributable to holders of the Company and holders of non-controlling interests

 

 

 

15

 

3,520

(22,572)

(19,052)

(4,680)

 

 

(23,732)

─────

─────

─────

─────

─────

Net assets attributable to holders of the Company and holders of non-controlling interests as at 30 June 2016

 

 

 

15

38,311

77,169

115,480

6,083

121,563

═════

═════

═════

═════

═════

 

 

 

 

 

CONSOLIDATED INCOME STATEMENT

 

Year ended 30 June

 

2016

2015

 

Note

USD'000

USD'000

 

Restated (*)

 

 

Continuing operation

 

Revenue

20

-

-

 

Cost of sales

20

-

─────

-

─────

 

Gross profit

-

-

 

─────

─────

 

Dividend income

7

7,137

 

Interest income

12

264

 

Administrative expenses

21

(4,701)

(7,344)

 

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

 

22

5,544

(6,542)

 

Net loss from fair value adjustment on investment properties

6

-

-

 

Revaluation loss on property, plant and equipment

8

-

-

 

Impairment loss on prepayment on acquisition of Long An Industrial Service project

 

7

-

(2,966)

 

Gain on remeasurement of prepayment on acquisition of Long An Industrial Service project

7

183

-

 

Other income

6

886

 

Other expenses

-

(465)

 

 

Operating profit/(loss)

─────

1,051

─────

─────

(9,030)

─────

 

Finance income

1

54

 

Finance costs

(304)

─────

(190)

─────

 

Finance costs - net

(303)

(136)

 

─────

─────

 

Profit/(loss) before tax

748

(9,166)

 

 

Income tax expense

23

-

-

 

Deferred income tax

17, 23

-

-

 

─────

─────

 

Profit/(loss) from continuing operations

748

(9,166)

 

 

Loss from discontinued operations

14(a)

(12,948)

(204)

 

─────

─────

 

Loss for the year

(12,200)

(9,370)

 

 

Distribution to shareholders

(11,000)

-

 

 

Decrease in net assets attributable to

 

Shareholders of the Company

18,687

10,456

 

Non-controlling interests

4,680

(151)

 

 

Gain for the year

 

─────

167

═════

─────

935

═════

 

 

Earning per Listed Portfolio Share (USD per share)

24(a)

0.023

-

Loss per Private Equity Share (USD per share)

24(a)

(0.032)

-

Loss per ordinary share (USD per share)

24(a)

-

═════

(0.026)

═════

 

(*) See Note 14 for details regarding the restatement as a result of operation being classified as discontinued.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Year ended 30 June

2016

2015

Note

USD'000

USD'000

Restated (*)

Gain for the year

167

935

Other comprehensive loss

Items that may be reclassified subsequently to profit or loss:

Exchange differences on translation of foreign operations from discontinued operation:

Other comprehensive income arising from disposal of a subsidiary

14(b)

1,518

-

Other comprehensive loss arising from exchange differences on translation of foreign operations

14(a)

(1,725)

(908)

────

────

(207)

(908)

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

Others (**)

14(a)

40

(27)

 

Other comprehensive loss for the year, net of tax

─────

(167)

─────

─────

(935)

─────

Total comprehensive income for the year

-

═════

-

═════

 

(*) See Note 14 for details regarding the restatement as a result of operation being classified as discontinued.

 

(**) These represent reserves provided on profit after tax of the Group's subsidiaries as required by local regulations.

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

Year ended 30 June

2016

2015

Note

USD'000

USD'000

Operating activities

Profit/(loss) from continuing operation before tax

748

(9,166)

Loss from discontinued operation before tax

(12,090)

(1,518)

─────

─────

Loss before tax

(11,342)

(10,684)

Adjustments for:

Depreciation and amortisation

8

5,184

549

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

22

(5,544)

6,542

Fair value loss of investment properties

6

5,836

6,610

Fair value (gain)/loss on prepayment for acquisition of Long An Industrial Service project

7

(183)

2,966

Revaluation loss on property, plant and equipment

8

9,072

1,257

Gain from sale of subsidiary

14(a)

(1,719)

-

Written-off property, plant and equipment

-

293

Unrealised foreign exchange (gains)/losses

(119)

107

Interest expense

623

293

Interest income

(12)

(808)

Dividend income

(7)

(7,137)

 

Profit/(loss) before changes in working capital

─────

1,789

─────

(12)

Changes in prepayments

(203)

(495)

Changes in trade receivables and other assets

5

1,060

Change in assets classified as held for sales

(2,018)

-

Changes in inventories

836

(241)

Changes in trade payables and other liabilities

(402)

5,703

Change in liabilities classified as held for sales

1,192

-

Taxes paid

(887)

(744)

Net cash inflow from operating activities

 

─────

312

─────

─────

5,271

─────

Investing activities

Interest received

12

903

Dividends received

1,802

5,373

Purchase of short-term investment

(2,149)

4,158

Proceeds from disposal of short-term investment

5,975

-

Purchases of financial assets

-

(26,434)

Acquisitions of subsidiaries

-

(16,800)

Purchases of investment properties

6

(2,323)

(5,332)

Cash transferred to VVF

11

(35,036)

-

Purchases of property, plant and equipment

8

(1,186)

(1,034)

Proceeds from disposals of financial assets at fair value through profit and loss

11

11,387

59,055

Net proceeds from disposals of a subsidiary held for sale

14(b)

15,310

-

Net cash (outflow)/inflow from investing activities

 

─────

(6,208)

─────

─────

19,889

─────

 

 

 

Year ended 30 June

2016

2015

Note

USD'000

USD'000

Financing activities

Interest paid

(623)

(241)

Return of capital to non-controlling interest

-

(500)

Proceeds from borrowings

419

14,184

Repayments of borrowings

(4,191)

(1,520)

Distributions paid to holders of Private Equity Shares

(8,200)

-

Purchase VVF shares to distribute to holders of Private Equity Shares

(2,800)

-

Treasury shares bought-back

-

(671)

─────

─────

Net cash (outflow)/inflow from financing activities

(15,395)

11,252

─────

─────

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

(21,291)

36,412

Cash and cash equivalents at beginning of the year

13

46,106

9,761

Exchange differences on cash and cash equivalents

(27)

(67)

Cash and cash equivalents at end of the year

 

─────

24,788

═════

─────

46,106

═════

Made up of:

Cash and equivalents per the consolidated balance sheet

13

20,408

46,106

Included in the assets of the disposal groups

14(c)

4,380

-

═════

═════

 

Major non-cash transactions

 

Year ended 30 June

2016

2015

Note

USD'000

USD'000

Contribution of investment in listed shares to VVF units

11

67,388

-

Repurchase of Listed Portfolio Shares in exchange for VVF units

11

67,983

-

Distribution to holders of Private Equity Shares in exchange for VVF units

11

2,800

-

═════

═════

 

 

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 original principal activity of the Group was to invest in a diversified portfolio of entities owning infrastructure projects and assets primarily in Vietnam. The Group could invest and hold equity and debt instruments in unquoted companies that themselves held, developed or operated infrastructure assets. The Group could also invest in entities whose shares or other instruments were listed on a stock exchange, or traded on over-the-counter ("OTC") markets and in other funds that invested in infrastructure projects or assets.

 

On 22 July 2015, following shareholder approval of a proposal to restructure the Company, the listed and private equity components of VNI's portfolio were separated into two distinct pools, the Listed Portfolio and the Private Equity Portfolio, through a bonus issue of new Listed Portfolio Shares on a one-for-one basis to existing ordinary shareholders. As a result the Listed Portfolio and the Private Equity Portfolio were represented by separate classes of shares which were listed on the London Stock Exchange's Alternative Investment Market ("AIM") under the tickers VNIL and VNI, respectively. The Listed Portfolio assets and any surplus cash in the Company were contributed 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") for consideration of 10,242,351 Class A VVF shares at the subscription price of USD10 per Class A VVF share. VVF's particular focus is to invest in listed equities on the Ho Chi Minh Stock Exchange and the Hanoi Stock Exchange; or other issuers that carry out a substantial part of their economic activity in Vietnam and are listed, traded or dealt on stock exchanges worldwide.

 

(i) Listed Portfolio Shares ("LPS")

 

LPS shareholders were given an opportunity to tender their shares in return for VVF units in August 2015 and February 2016. In August 2016 all the remaining outstanding LPS were compulsorily repurchased by the Company in return for VVF units. All shares repurchased by the Company were cancelled on the respective repurchase date so that after the date of the final repurchase no LPS remain in issue. The admission of the shares for trading on AIM was also cancelled that day.

 

(ii) Private Equity Shares ("PES")

 

The disposal proceeds from the sale of investments in the Private Equity Portfolio and surplus net cash-flows are distributed to the holders of the PES on a periodic basis. At such times holders of PES are given the option to either receive distributions in cash or have the funds invested by the Company in VVF Units (at the then current net asset value of a VVF Unit) and then to have the VVF Units distributed to them. Holders of PES who do not make an election are deemed to have elected to receive VVF Units.

 

The Company is seeking to fully realise the Private Equity Portfolio before 30 June 2017.

 

The consolidated financial statements for the financial year ended 30 June 2016 were approved for issue by the Board of Directors on 19 December 2016.

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 financial years presented.

 

2.1 Basis of preparation

 

(a) Compliance with International Financial Reporting Standards ("IFRS")

 

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").

 

Going concern

 

The Company is progressively realising its Private Equity Portfolio which it expected to complete by 30 June 2017. Following the realisation of the portfolio and return of proceeds to shareholders the Company will be wound up in accordance with the Amended and Restated Memorandum of Association dated 15 December 2014. As a consequence, these financial statements have been prepared using the liquidation basis, as the going concern basis is no longer considered appropriate. The Company continues to apply the same IFRS accounting policies as has been used in prior years as management do not believe there is a difference in the accounting measurement basis that would be applied using a going concern basis of accounting versus what would apply under a liquidation basis of accounting.

 

(b) Historical cost convention

 

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(i).

 

(c) New standards and interpretation effective 1 July 2015 adopted by the Group

 

There are no standards, interpretations and amendments to existing standards that are effective for the financial year beginning 1 July 2015 that have had a material impact on the Group.

 

2.2 New significant accounting policies

 

LPS and PES are classified as financial liabilities

 

Under IAS 32, both the LPS and PES are classified as financial liabilities as they both meet the definition of puttable instruments. That is, they are financial instruments that give the holders the right to put the instruments back to the issuer for cash or another financial asset or are automatically put back to the issuer on the occurrence of an uncertain future event.

 

 

2.3 Principles of consolidation and equity accounting

 

(a) Subsidiaries

 

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

 

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidences of an impairment of the transferred asset. 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 consistency with the Group's accounting policies.

 

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated financial statements of profit or loss, statement of comprehensive income, statement of changes in equity, statement of changes in net assets attributable to holder of redeemable shares and balance sheet respectively.

 

Business combination

 

The Group applies the acquisition method to account for all business combinations, regardless of whether equity instruments or other assets are acquired. 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 for the acquisition of a subsidiary comprises the:

 

· fair value of the assets transferred

· liabilities incurred to the former owners of the acquired business

· equity interests issued by the group

· fair value of any asset or liability resulting from a contingent arrangement, and

· fair value of any pre-existing equity interest in the subsidiary.

 

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the acquired entity's identifiable net assets.

 

Acquisition-related costs are expensed as incurred.

 

The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.

 

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

 

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or loss.

 

(b) Change in ownership interests

 

When the group ceases to consolidate for an investment because of a loss of control, any retained interest in the entity is remeasured 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 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.

 

2.4 Segment reporting

 

Operating segments are reported in a manner consistent with the internal management reporting information for the Investment Manager's management, monitoring of investments, and decision making. The Investment Manager assesses the financial performance and position of the Group, and makes strategic decisions.

 

The operating segments by investment portfolio include energy, property and infrastructure development, telecommunications, transportation and logistics, general infrastructure, other capital markets and cash.

 

2.5 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 Vietnamese 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. 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. They are deferred in equity if they are attributable to part of the net investment in a foreign operation.

 

Foreign exchange gains and losses that relate to borrowings are presented in the consolidated income statement, within finance costs. All other foreign exchange gains and losses are presented in the consolidated income statement on a net basis within other income or other expenses.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary 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 consolidated income statement and consolidated statement of comprehensive income 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.

 

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

 

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.

 

2.6 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.

 

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 independent professional valuer and/or 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.

 

 

2.7 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 2.6). 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 balance sheet.

 

2.8 Financial assets

 

2.8.1 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 designated by the management to be carried at fair value through profit or loss at inception. They are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Company's documented investment strategy. Financial assets at fair value through profit or loss held by the Group include listed and unlisted securities. 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.

 

Trade and other receivables are amounts due from customers for services performed in the ordinary course of business.

 

2.8.2 Recognition and derecognition

 

Purchases or sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

 

 

2.8.3 Measurement

 

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 consolidated income statement. 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.

 

2.9 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.

 

2.10 Prepayments for acquisitions of Long An Industrial Service project

 

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.

 

2.11 Property, plant and equipment

 

SEATH In-Building Cellular Enhancement Systems ("IBS") under machinery are shown at fair value, based on valuation by independent professional valuer and/or 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. A revaluation surplus is credited to other comprehensive income and accumulated in shareholders' equity under the heading of revaluation surplus and is transferred to retained earning when the asset is sold. A revaluation decrease is charged against any related revaluation surplus to the extent that the decrease does not exceed the amount held in the revaluation surplus in respect of that same asset. Any remaining balance of the decrease then be recognised as an expense in profit and loss. 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.

 

2.12 Non-current assets (or disposal groups) held for sale and discontinued operations

 

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this requirement.

 

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of derecognition.

 

Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.

 

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the consolidated balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the consolidated balance sheet.

 

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the consolidated income statement.

 

2.13 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, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested 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 of disposal 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 which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting period.

 

(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.

 

Assets carried at amortised cost

 

(i) For loans and receivables, 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 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.

 

(ii) For trade receivables, individual receivables which are known to be uncollectible are written off by reducing the carrying amount directly. The other receivables are assessed collectively to determine whether there is objective evidence that an impairment has been incurred but not yet been identified. For these receivables the estimated impairment losses are recognised in a separate provision for impairment. The group considers that there is evidence of impairment if any of the following indicators are present:

 

· significant financial difficulties of the debtor,

· probability that the debtor will enter bankruptcy or financial reorganisation, and

· default or delinquency in payments.

 

Receivables for which an impairment provision was recognised are written off against the provision when there is no expectation of recovering additional cash.

 

Impairment losses are recognised in profit or loss within other expenses. Subsequent recoveries of amounts previously written off are credited against other expenses.

 

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

 

2.14 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.

 

2.15 Share capital

 

Ordinary shares were 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.

 

On 22 July 2015, the ordinary shares were redesignated as PES and subsequently classified as financial liabilities. Refer to Note 15 for details.

 

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 measured at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption amount 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.

 

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

 

 

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

 

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

 

2.18 Borrowing costs

 

All 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 Southeast Asia Telecomunication Holdings ("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 on 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 2.6. The fair values of investment properties of Ba Thien Industrial Park and SEATH Base Transceiver Station ("BTS") tower network have been determined by independent professional valuers and the Company's internal investment officers 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/or 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.

 

Refer to sensitive analysis for key valuation inputs in Note 28(b)(v).

 

 

(b) Fair value of SEATH IBS under property, plant and equipment

 

The IBS of the Group are stated at fair value in accordance with Note 2.11. The fair values of IBS have been determined by independent professional valuers and/or 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 independent professional valuers and/or 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. Refer to sensitive analysis for key valuation inputs in Note 28(b)(v).

 

(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, or the published daily net asset value.

 

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 orderly transaction between market participants at the reporting date. Refer to sensitive analysis for key valuation inputs in Note 28(a)(iv).

 

(d) Fair value of prepayment for acquisition of Long An Industrial Service project

 

The prepayment for acquisition 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 commenced legal procedures on 15 April 2015 to recover the outstanding balance. On 16 June 2016, the court ruling result is favourable to the Group which was appealed by the buyer to a higher court. A final settlement was agreed with the purchaser on 4 October 2016 and the defendant paid the finally agreed amount in October 2016. In light of these developments, the Group has estimated the recoverable amount at 30 June 2016 based on the amount actually received.

 

3.2 Critical judgements in applying the Group's accounting policies

 

(a) Classification of SEATH 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.

 

 

(b) 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") in pervious year were acquisitions of businesses and not acquisitions of assets. The assessment was 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.

4 SEGMENT INFORMATION

 

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 2016

 

Prepayment for acquisition of Long An Industrial Service project

 

-

2,371

-

-

-

-

-

2,371

 

Trade and other receivables

-

4,455

-

-

-

-

-

4,455

 

Financial assets at fair value through profit or loss

-

-

-

-

-

38,245

-

38,245

 

Cash and cash equivalents

-

-

-

-

-

-

20,408

20,408

 

Assets classified as held for sale

-

-

70,252

-

-

-

-

70,252

 

 

Total assets

─────

-

─────

6,826

─────

70,252

─────

-

─────

-

─────

38,245

─────

20,408

──────

135,731

 

 

Total assets include: Additions to non-current assets

═════

-

═════

═════

-

═════

═════

3,509

═════

═════

-

═════

═════

-

═════

═════

-

═════

═════

-

═════

══════

3,509

══════

 

 

As at 30 June 2015

 

Investment properties

-

24,637

48,798

-

-

-

-

73,435

 

Prepayment for acquisition of Long An Industrial Service project

-

2,188

-

-

-

-

-

2,188

 

Property, plant and equipment

-

140

26,331

-

-

-

-

26,471

 

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

═════

-

═════

═════

5,497

═════

═════

27,682

═════

═════

-

═════

═════

-

═════

═════

-

═════

═════

-

═════

══════

33,179

══════

 

 

 

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 2016

 

 

Dividend income

-

-

-

-

-

7

-

7

 

Interest income

-

-

-

-

-

12

-

12

 

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

-

-

-

-

-

5,544

-

5,544

 

Fair value gain on prepayment for acquisition of Long An Industrial Service project

-

183

-

-

-

-

-

183

 

─────

─────

─────

─────

─────

─────

─────

──────

 

Total

-

183

-

-

-

5,563

-

5,746

 

═════

═════

═════

═════

═════

═════

═════

══════

 

Unallocated expenses

(4,998)

──────

 

Profit before tax from continuing operations

748

 

══════

 

 

Year ended 30 June 2015

 

Dividend income

1,949

113

-

3,306

536

1,233

-

7,137

 

Interest income

-

-

-

-

-

-

264

264

 

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)

 

Impairment loss on prepayment for acquisition of Long An Industrial Service project

-

(2,966)

-

-

-

-

-

(2,966)

 

─────

─────

─────

─────

─────

─────

─────

──────

 

Total

(4,197)

(2,988)

-

2,191

2,640

(17)

264

(2,107)

 

═════

═════

═════

═════

═════

═════

═════

══════

 

Unallocated expenses

(7,059)

──────

 

Loss before tax from continuing operations

(9,166)

 

══════

 

5 SUBSIDIARIES

 

The operating subsidiaries of the Group are incorporated in Vietnam which are held through special purpose vehicles established outside of Vietnam and the details are as follows:

 

Equity interest held by the Group (%)

 

Name of entity

30 June 2016

30 June 2015

Principal activity

Ba Thien Industrial park

Vina-CPK Limited (*)

0.0

100.0

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

70.0

 

Telecommunications

Vien Tin Joint Stock Company ("Vien Tin")

75.0

75.0

Telecommunications

 

(*) Disposal of Vina-CPK Limited

 

On 1 February 2016, the Group entered into a capital assignment agreement with a Vietnamese buyer to dispose of its 100% equity interest in Vina-CPK Limited for total consideration of USD22.1 million. The Group subsequently lost control of Vina-CPK Limited on 31 March 2016 and so the subsidiary's financial performance and cash flow information are reported as discontinued operations in these consolidated financial statements. The book value of the net assets at the disposal date was USD20.4 million, resulting a gain of USD1.5 million (net of tax) for the Group which was recognised in the consolidated income statement (Note 14).

 

(**) Agreement to sell equity interest in SEATH

 

On 27 April 2016, the Company signed a term sheet, which was later replaced by a share sale and purchase agreement dated 4 August 2016 to transfer 100% of its holding of BTS tower network in SEATH to OCK Vietnam Towers Pte. Ltd. The transaction will result in a net cash proceeds of USD50.0 million to the Company. The completion of the transaction is subject to the receipt of sale proceeds and other conditions precedent. The sale proceeds are expected to be fully received in January 2017 (Note 30(a)).

6 INVESTMENT PROPERTIES

 

30 June 2016

30 June 2015

USD'000

USD'000

Opening balance

73,435

75,002

Additional investments made during the year

2,323

5,332

Transfer to property, plant and equipment (Note 8)

(684)

-

Net loss from fair value adjustment (Note 14(a))

(5,836)

(6,610)

Currency translation difference in other comprehensive income

(1,003)

(289)

Transfer to disposal groups classified as held for sale

(Note 14(e))

(68,235)

-

──────

──────

Closing balance

-

73,435

══════

══════

 

As at 30 June 2016 and 30 June 2015, the BTS tower network was pledged with banks as security for long-term borrowings granted to a subsidiary (Note 16).

 

Measuring investment property at fair value

 

Investment properties, principally lands and BTS tower network, which were held for long-term rental yields in 2015, are now held for sale. They are not occupied by the Group and are carried at fair value. Changes in fair values are presented in profit or loss as part of loss from discontinued operations.

 

Significant estimate - fair value of investment property

 

Information about the valuation of investment properties is provided in Note 28(b).

 

Amounts recognised in profit or loss for investment properties

 

30 June 2016

30 June 2015

USD'000

USD'000

Rental income

12,197

12,029

Direct operating expenses from property that generated rental income

(5,427)

(4,716)

Direct operating expenses from property that did not generate rental income

(233)

(1,061)

Fair value losses recognised (*) (Note 14(a))

(5,836)

(6,610)

════

════

 

(*) Fair value losses recognised in the profit or loss from discontinued operations during the year included the fair value loss of the BTS tower network which was presented as assets classified as held for sale as at reporting date amounting to USD5.5 million.

 

Contractual obligations and leasing arrangements

 

As at 30 June 2016, there were no significant contractual obligations to purchase, construct or develop investment properties or conduct repairs, maintenance or other enhancements.

 

Information about leasing arrangements of investment properties is provided in Note 27.

 

 

 

7 PREPAYMENT FOR ACQUISITION OF LONG AN INDUSTRIAL SERVICE PROJECT

 

30 June 2016

30 June 2015

USD'000

USD'000

Opening balance

2,188

5,154

Impairment loss of prepayment for acquisition of Long An Industrial Service project

-

(2,966)

Gain on remeasurement of prepayment for acquisition of Long An Industrial Service project

183

-

────

────

Closing balance

2,371

2,188

════

════

 

On 4 October 2016, the purchaser of Long An Industrial Service project agreed to pay the Company VND53.3 billion, equivalent to USD2.4 million, as a final settlement of this outstanding balance. A gain of USD0.2 million was recorded to reflect the final amount recovered by the Company in October 2016. Refer to Note 3.1(d) for further information. As at 30 June 2015,an impairment loss of USD3.0 million was recognised based on expected recoverable amount at the reporting date.

 

8 PROPERTY, PLANT AND EQUIPMENT

 

Movement during the financial year ended 30 June 2016:

 

 

 

Buildings

Plant and machinery

Motor vehicles

Office equipment

Other assets

Assets under construction

Total

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Historical cost

At 1 July 2015

222

26,368

302

6

37

452

27,387

New purchases

-

130

67

27

2

960

1,186

Transfer from assets under construction

-

764

-

-

-

(764)

-

Transfers from investment properties (Note 6)

684

-

-

-

-

-

684

Revaluation loss

(Note 14(a))

 

-

 

(9,072)

 

-

 

-

 

-

 

-

 

(9,072)

Written-off

-

(92)

-

-

-

-

(92)

Transfers to assets classified as held for sale (Note 14(e))

(902)

(17,508)

(362)

(33)

(39)

(648)

(19,492)

Translation differences

(4)

(590)

(7)

-

-

-

(601)

────

─────

────

────

────

────

─────

At 30 June 2016

-

-

-

-

-

-

-

────

─────

────

────

────

────

─────

Accumulated depreciation

At 1 July 2015

58

692

137

4

25

-

916

Charged for the year

25

5,101

43

9

6

-

5,184

Written-off

-

(92)

-

-

-

-

(92)

Transfers to assets classified as held for sale (Note 14(e))

(81)

(5,691)

(176)

(11)

(28)

-

(5,987)

Translation differences

(2)

(10)

(4)

(2)

(3)

-

(21)

────

─────

────

────

────

────

─────

At 30 June 2016

-

-

-

-

-

-

-

────

─────

────

────

────

────

─────

Net book value

At 1 July 2015

164

25,676

165

2

12

452

26,471

════

═════

════

════

════

════

═════

At 30 June 2016

-

-

-

-

-

-

-

════

═════

════

════

════

════

═════

 

 

 

Movement during the financial year ended 30 June 2015:

 

 

 

Buildings

Plant and machinery

Motor vehicles

Office equipment

Other assets

Assets under construction

Total

USD'000

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

610

1,034

Transfer from assets under construction

 

-

 

158

 

-

 

-

 

-

(158)

 

-

Acquisitions of subsidiaries

105

26,706

-

2

-

-

26,813

Revaluation loss

(Note 14(a))

-

(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

452

27,387

────

─────

────

────

────

────

─────

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

452

26,471

════

═════

════

════

════

════

═════

 

Plant and machinery primarily comprises of SEATH IBS which are measured at fair value less accumulated depreciation.

 

As at 30 June 2016, the net book value of the plant and machinery of IBS is USD11.4 million (2015: USD25.09 million) which has been classified as assets held for sale together with other property, plant and equipment disclosed in Note 14. All other property, plant and equipment are stated at cost less depreciation.

 

Significant estimates - valuations of plant and machinery of IBS

 

Information about the valuation of plant and machinery of IBS is provided in Note 28(b).

 

 

9 FINANCIAL INSTRUMENTS BY CATEGORY

 

 

 

Loans and receivables

Financial

assets at fair value through profit or loss

 

 

 

Total

USD'000

USD'000

USD'000

Financial assets

As at 30 June 2016

Trade and other receivables (Note 10)

4,455

-

4,455

Financial assets at fair value through profit or loss (Note 11)

-

38,245

38,245

Cash and cash equivalents (Note 13)

20,408

-

20,408

Assets classified as held for sale (Note 14(c)), include:

- Trade and other receivables

5,347

-

5,347

- Short-term investments (Note 12)

781

-

781

- Cash and cash equivalents

4,380

-

4,380

 

Total financial assets

─────

35,371 ═════

─────

38,245

═════

─────

73,616 ═════

Financial assets denominated in:

- USD

2,405

-

2,405

- VND

32,966

38,245

71,211

─────

35,371 ═════

─────

38,245

═════

─────

73,616 ═════

 

As at 30 June 2015

Trade and other receivables (Note 10)

11,730

-

11,730

Financial assets at fair value through profit or loss (Note 11)

-

77,035

77,035

Short-term investments (Note 12)

4,608

-

4,608

Cash and cash equivalents (Note 13)

46,106

-

46,106

 

Total financial assets

─────

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

═════

 

 

 

Liabilities at amortised cost

USD'000

Financial liabilities

As at 30 June 2016

Trade and other payables (Note 18, Note 19)

2,399

Borrowings (Note 16)

9,042

Liabilities directly associated with assets classified as held for sale (Note 14(c)), include:

- Borrowings

71

- Trade and other payables

1,670

 

Total financial liabilities

─────

13,182

═════

Financial liabilities denominated in:

- USD

11,440

- VND

1,742

─────

13,182

═════

As at 30 June 2015

Trade and other payables (Note 18, Note 19)

6,631

Borrowings (Note 16)

13,288

 

Total financial liabilities

─────

19,919

═════

Financial liabilities denominated in:

- USD

12,542

- VND

7,377

─────

19,919

═════

 

10 TRADE AND OTHER RECEIVABLES

 

30 June 2016

30 June 2015

USD'000

USD'000

Trade receivables

4,455

1,731

Due to brokers

-

1,872

Dividends receivable

-

1,919

Accrued trade receivables

-

2,416

Due to former owner of a subsidiary

-

900

Other receivables

-

3,177

─────

─────

4,455

12,015

Less: allowance for impairment of receivables

-

(285)

Total

 

─────

4,455

═════

─────

11,730

═════

 

 

 

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

 

30 June 2016

30 June 2015

USD'000

USD'000

Trade receivables:

- Not past due and not impaired

4,455

1,446

- Past due and impaired

-

285

Other receivables:

- Current and not impaired

-

10,284

─────

─────

4,455

12,015

═════

═════

 

As at 30 June 2016, there is a significant concentration of credit risk relating to a buyer who acquired Vina-CPK Limited (Note 5), that represents 96.8% of trade receivables. As at 30 June 2015, there was a significant concentration of credit risk relating to a BTS customer that represents 40% of trade receivables, which is secured by a bank guarantee.

 

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 2016

30 June 2015

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

─────

─────

Current:

Listed shares

-

66,543

Unlisted shares, fair value based on net asset value

38,245

-

Unlisted shares, fair value based on sales agreements

-

1,590

─────

─────

38,245

68,133

─────

─────

38,245

77,035

═════

═════

 

Risk exposure and fair value measurements

 

Information about the Group's exposure to price risk is provided in Note 29. Refer to Note 28(a) for information about the methods and assumptions used in determining fair value.

 

 

 

Movement of financial assets at fair value through profit or loss:

 

Current unlisted shares

Current listed shares

Fair value based on net asset value

Fair value based on sales agreements

Non-current unlisted shares

Total

USD'000

USD'000

USD'000

USD'000

USD'000

As at 30 June 2015

66,543

-

1,590

8,902

77,035

Proceeds from disposals of financial assets at fair value through profit and loss

(1,411)

-

(1,566)

(8,410)

(11,387)

Contribution to VVF units

(67,388)

102,424

-

-

35,036

Repurchase of LPS in exchange for VVF units

-

(67,983)

-

-

(67,983)

Purchase VVF unit to distribute to holders of PES

-

2,800

-

-

2,800

Distribute VVF unit to holders of PES

-

(2,800)

-

-

(2,800)

Change in fair value of financial assets at fair value through profit or loss

2,256

3,804

(24)

(492)

5,544

─────

─────

─────

─────

─────

As at 30 June 2016

-

38,245

-

-

38,245

═════

═════

═════

═════

═════

 

12 SHORT-TERM INVESTMENTS

 

Short-term investments of USD0.8 million (2015: USD4.6 million) which were classified to assets held for sale as at 30 June 2016 (Note 14(e)) are term deposits with original maturity longer than three months but less than one year, which have a range of annual interest rates from 6.0% to 6.8% (2015: 4.5% to 5.6%) for VND accounts at local banks.

 

13 CASH AND CASH EQUIVALENTS

 

30 June 2016

30 June 2015

USD'000

USD'000

Cash and cash equivalents

20,408

46,106

═════

═════

 

Cash and cash equivalents denominated in:

 

USD

2,381

32,966

VND

18,027

13,140

─────

─────

20,408

46,106

═════

═════

 

Included in cash and cash equivalents are short-term deposits of USD nil (2015: USD5.1 million which have an annual interest rates approximately 6.5%) for VND accounts.

 

14 DISCONTINUED OPERATION AND ASSETS AND LIABILITIES OF DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE

 

Disposal of Vina-CPK Limited

 

On 31 December 2015 the Group announced its intention to exit the industrial park business and initiated an active program to locate buyer for Vina-CPK Limited. Consequently, the assets and liabilities of Vina-CPK Limited were classified as held for sale. 

 

Vina-CPK Limited was sold on 1 February 2016 (Note 5) and is reported in the current year as a discontinued operation.

 

Classify SEATH BTS tower network and SEATH IBS as asset held for sales

 

The associated assets and liabilities of the BTS tower network and IBS systems have been presented as held for sale in these consolidated financial statements on the basis that Company is actively seeking buyers for both assets and expects to dispose of them within 12 months. The disposal groups are reported in the current year as discontinued operations.

 

Financial information relating to the above discontinued operations is set out below.

 

 

 

(a) Financial performance and cash flow information

 

The financial performance and cash flow information presented include the nine-month period ended 31 March 2016 of Vina-CPK Limited and for the financial year ended 30 June 2016 of BTS and of IBS. The comparative figures presented for these disposal groups are for the financial year ended 30 June 2015.

 

30 June 2016

30 June 2015

USD'000

USD'000

Revenue

 19,646

 14,243

Cost of sales

 (14,699)

 (5,929)

Net loss from fair value adjustment on investment properties (Note 6) (*)

 

(5,836)

 

 (6,610)

Revaluation loss on fixed assets (Note 8) (**)

(9,072)

 (1,257)

Administration expenses

(2,315)

(2,002)

Other income

498

860

Other expenses

(2,031)

(823)

─────

─────

Loss before income tax

(13,809)

(1,518)

Income tax expense

(702)

(477)

Deferred income tax income

34

1,791

─────

─────

Loss after income tax of discontinued operation

(14,477)

(204)

Gain on sale of a subsidiary before capital gain tax

1,719

-

Capital gain tax on disposal of a subsidiary

(190)

-

─────

─────

Loss from discontinued operation

(12,948)

(204)

═════

═════

Exchange differences on translation of discontinued operations

(207)

(908)

In which:

- Reclassification of foreign currency translation reserve

1,518

-

- Exchange differences on translation of foreign operations

(1,725)

(908)

Other comprehensive income/(loss)

40

(27)

─────

─────

Other comprehensive income from discontinued operations

(167)

(935)

═════

═════

Net cash outflow from operating activities

2,005

27,905

Net cash inflow/(outflow) from investing activities (includes an inflow of USD 17,712,614 from the sale of Vina-CPK Limited)

15,674

(23,166)

Net cash inflow/(outflow) from financing activities

15

(500)

─────

─────

Net increase in cash generated by the disposal groups

17,694

4,239

═════

═════

 

(*) Investment properties comprise of SEATH BTS tower network

 

(**) Fixed assets comprise of SEATH IBS

 

 

 

(b) Details of the disposal of Vina-CPK Limited

 

30 June 2016

USD'000

Consideration received or receivable:

Cash (*)

17,713

Receivable (Note 30)

4,431

─────

Total disposal consideration

22,144

Carrying amount of net assets sold

(18,907)

─────

Gain on sale before income tax and reclassification of foreign currency translation reserve

3,237

Reclassification of foreign currency translation reserve

(1,518)

Capital gain tax on disposal

(190)

─────

Gain on sale of the subsidiary after income tax

1,529

═════

 

The carrying amounts of assets and liabilities as at the date of sale were:

 

31 March 2016

USD'000

Investment properties

26,048

Property, plant and equipment

784

Trade and other receivables

881

Prepayment for suppliers

 68

Short-term investments

4,567

Cash and cash equivalents (*)

2,403

─────

Total assets

34,751

─────

Long-term and short-term unearned revenue

13,346

Long-term and short-term borrowings and debts

388

Deferred tax liabilities

1,110

Advance from customers

516

Trade and other payables

371

Other reserves

113

─────

Total liabilities

15,844

─────

Net assets

18,907

═════

 

(*) For the purpose of presentation in the consolidated statement of cash flows, net proceeds from disposal of Vina-CPK Limited was USD15.3 million.

 

 

(c) The following assets and liabilities were reclassified as held for sale in relation to the discontinued operations:

 

As at 30 June 2016

USD'000

Assets classified as held for sale

Investment properties

42,798

Property, plant and equipment

12,705

Long-term deferred expenses

1,313

Other long term receivables

406

Deferred tax assets

9

Inventories

948

Trade and other receivables

5,347

Prepayments to suppliers

1,565

Short-term investments

781

Cash and cash equivalents

4,380

─────

Total assets of disposal group held for sale

70,252

─────

Liabilities directly associated with assets classified as held for sale

Long-term and short-term borrowings and debts

71

Corporate income tax payable

209

Advance from customers

62

Trade and other payables

1,670

Short-term unearned revenue

463

Other reserves

252

─────

Total liabilities of disposal group held for sale

2,727

─────

Net assets of disposal groups classified as held for sale

67,525

═════

 

(d) Restating prior periods

 

Under IFRS 5 - Non-current assets held for sale and discontinued operations, the Company must disclose prior period information for discontinued operations in the consolidated financial statements so that the disclosure cover all operations that have been discontinued at the end of the reporting period of the latest period presented. The discontinued operations presented in the consolidated statement of comprehensive income and the consolidated statement of cash flows in the comparative period therefore include all operations that have been discontinued by the current year end. This means that the consolidated statements of comprehensive income and cash flows for the comparative period show as discontinued operations both reported as discontinued in the previous year together with those classified as discontinued in the current year. As a consequence the restated prior year statements of comprehensive income and cash flows will not be entirely comparable to the current year's figures.

 

In contrast, the balance sheet information for the prior year is neither restated nor remeasured.

 

 

 

 

 

 

(e) Movement of assets and liabilities of disposal groups classified as held for sale:

 

As at

1 July 2015

Transferred

to assets and liabilities of disposal groups classified as held for sale (*)

Change in carrying amount of a subsidiary after classification as held for sale

Sale of subsidiary

As at

30 June 2016

USD'000

USD'000

USD'000

USD'000

USD'000

Assets of disposal groups classified as held for sale

Investment properties

-

68,235

611

(26,048)

42,798

Property, plant and equipment

-

13,505

(16)

(784)

12,705

Long-term deferred expenses

-

1,313

-

-

1,313

Other long term receivables

-

406

-

-

406

Deferred tax assets

-

9

-

-

9

Inventories

-

948

-

-

948

Trade and other receivables

-

6,655

(427)

(881)

5,347

Prepayment for suppliers

-

1,633

-

(68)

1,565

Short-term investments

-

3,498

1,850

(4,567)

781

Cash and cash equivalents

-

7,880

(1,097)

(2,403)

4,380

─────

─────

────

─────

─────

-

104,082

921

(34,751)

70,252

─────

─────

────

─────

─────

Liabilities directly associated with assets classified as held for sale

Long-term and short-term borrowings and debts

-

473

(14)

(388)

71

Deferred tax liabilities

-

1,110

-

(1,110)

-

Corporate income tax payable

-

209

-

-

209

Advance from customers

-

778

(200)

(516)

62

Trade and other payables

-

2,150

(109)

(371)

1,670

Long-term and short-term unearned revenue

-

12,407

1,402

(13,346)

463

Other reserves

-

252

113

(113)

252

─────

─────

────

─────

─────

-

17,379

1,192

(15,844)

2,727

─────

─────

────

─────

─────

Net assets and liabilities of disposal groups classified as held for sale

-

86,703

(271)

(18,907)

67,525

═════

═════

════

═════

═════

 

(*) As at 31 December 2015, the associated assets and liabilities of Vina-CPK Limited were classified as held for sale. And as at 30 June 2016, the associated assets and liabilities of SEATH IBS and BTS were classified as held for sale.

15 SHARE CAPITAL

 

At 1 July 2015 the Company had 10 billion authorised ordinary shares of USD 0.01 each and 350,221,094 outstanding ordinary shares (equating to share capital of USD3,502,211). Following the restructuring of the Company's share capital on 22 July 2015 the Company has had two classes of shares: PES and LPS. The PES give the holders the right to receive cash distributions from the realisation of the private equity investments. The LPS were subject to mandatory repurchase in August 2016 in return for VVF shares. Both classes of shares meet the definition for financial liabilities under International Accounting Standard 32 ("IAS 32") (refer Note 2.2).

 

Movements of LPS and PES during the year were as follows:

 

Listed Portfolio Shares

Number of shares

USD'000

As at 1 July 2015

-

-

Issued during the year

350,221,094

102,774

Repurchased during the year

(242,939,353)

(67,983)

Increase in net assets attributable to holders of LPS

-

3,520

As at 30 June 2016

────────

107,281,741

════════

─────

38,311

═════

 

Private Equity Shares

Number of shares

USD'000

As at 1 July 2015

-

-

Issued during the year

-

-

Re-designated from existing ordinary shares

350,221,094

99,741

Decrease in net assets attributable to holders of PES

-

(22,572)

As at 30 June 2016

────────

350,221,094

════════

─────

77,169

═════

 

16 BORROWINGS

 

30 June 2016

30 June 2015

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

9,042

3,616

─────

─────

9,042

3,833

─────

─────

Total

9,042

═════

13,288

═════

 

Under the liquidation basis, all long-term borrowings which are expected to be realised or settled within the next twelve months from the reporting date are classified as short-term borrowings as at 30 June 2016 (Note 2.1).

 

According to the original contract terms, the Group's borrowings mature on a range of dates up to October 2019 and bear a range of annual interest rates from 3.9% to 4.1% for amounts denominated in USD (2015: 3.9% for amounts denominated in USD and from 3.6% to 11.5% for amounts denominated in VND).

 

As at 30 June 2016, the Group's borrowings amounting to USD9.0 million are subject to floating interest rates (2015: USD12.5 million bore floating interest rates and USD 0.8 million was subject to fixed interest rates). On 30 November 2016, the loan was fully repaid to lender.

 

The borrowings are secured by the SEATH BTS tower network disclosed in Note 6.

 

The maturities of the Group's borrowings at the end of the reporting year based on the original contract term are as follows:

 

30 June 2016

30 June 2015

USD'000

USD'000

6 months or less

1,750

2,024

6 - 12 months

1,750

1,809

1 - 5 years

5,542

9,359

Over 5 years

-

96

─────

9,042

═════

─────

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 as at 30 June 2016 is USD9.0 million (2015: USD8.6 million). They are level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk which are estimated using the discounted cash flow method. The Group's borrowings are denominated in the following currencies:

 

30 June 2016

30 June 2015

USD'000

USD'000

VND

-

746

USD

9,042

12,542

─────

9,042

═════

─────

13,288

═════

 

17 DEFERRED TAX LIABILITIES

 

The analysis of deferred tax liabilities is as follows:

 

30 June 2016

30 June 2015

USD'000

USD'000

Deferred tax liabilities:

Deferred tax liabilities to be recovered after less than

12 months

-

-

Deferred tax liabilities to be recovered after more than 12 months

-

1,113

═════

═════

 

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

 

30 June 2016

30 June 2015

USD'000

USD'000

Beginning of year

1,113

2,921

Income statement credited

-

(1,791)

Balance sold as part of disposal of Vina-CPK Limited (Note 14(b))

(1,110)

-

Effect of translation to presentation currency

(3)

(17)

 

End of year

─────

-

═════

─────

1,113

═════

 

There are no other significant unrecognised deferred tax liabilities.

 

 

18 TRADE AND OTHER PAYABLES

30 June 2016

30 June 2015

USD'000

USD'000

Accrued realisation fees (Note 26(c))

1,692

-

Trade payables

176

1,380

Payables for acquisitions of subsidiaries

-

2,794

Unearned revenue

-

882

Accrued liabilities

-

568

Advance from customers

-

221

Other payables

-

364

Total

 

────

1,868

════

────

6,209

════

 

Trade and other payables as at 30 June 2016 primarily relate to the operations of the Company (2015: they primarily related to the SEATH BTS tower network and the SEATH IBS operations of the Group). The carrying amounts of trade and other payables approximate their fair values due to their short-term nature.

 

19 PAYABLE TO RELATED PARTIES

30 June 2016

30 June 2015

USD'000

USD'000

Payable to VinaCapital Investment Management Ltd.:

- management fees (Note 26(a))

-

361

- realisation fees (Note 26(c))

525

-

- other payables

-

55

Payable to shareholders

6

6

───

───

Total

 

531

═══

422

═══

 

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 which were classified as assets held for sale as at 30 June 2016 (Note 14). All revenue is derived from external customers, although 70% of total sales during the year amounting to USD13.6 million (2015: 77% amounting to USD10.8 million) 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 2016

30 June 2015

USD'000

USD'000

Land rentals

3,187

2,175

Tools and equipment expenses

2,330

1,431

Employee expenses

883

664

════

════

21 ADMINISTRATIVE EXPENSES

Year ended

30 June 2016

30 June 2015

USD'000

USD'000

Restated

Professional fees (*)

1,013

2,174

Realisation fees (Note 26(c))

2,561

-

Management fees (Note 26(a))

306

4,319

Directors' fees (Note 25)

209

225

Custodian fees

167

237

Other expenses

445

389

 

Total

 

────

4,701

════

────

7,344

════

 

(*) Professional fees for the financial year ended 30 June 2016 included restructuring fees of USD0.6 million (2015: USD1.3 million).

 

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

 

Year ended

30 June 2016

30 June 2015

USD'000

USD'000

Restated

Unrealised gains/(losses) based on changes in fair values using:

- market and brokers' quoted prices

-

46

- sales agreements

-

1,590

- internal valuation

3,800

(1,582)

Gains/(losses) from realisations of financial assets

1,740

(5,047)

Unrealised gains/(losses) on foreign exchange translation

4

(1,549)

 

Total

 

─────

5,544

═════

─────

(6,542)

═════

The gains/(losses) for the financial year 2016 relate to the Company's holding in VVF.

 

23 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 22% to 20% effective 1 January 2016. A provision of USD0.7 million was provided for corporate income tax payable by the Vietnamese subsidiaries for the current year (2015: USD0.4 million).

 

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

 

Year ended

 

30 June 2016

30 June 2015

 

USD'000

USD'000

 

Restated

 

 

Current tax

 

Current income tax on loss for the year

-

-

 

Adjustments for:

Current income tax expense on Vietnamese subsidiaries (Note 14(a))

702

477

 

Capital gains tax on sale of a subsidiary (Note 14(a))

190

-

 

─────

─────

 

Total current tax expense

892

477

 

─────

─────

 

Deferred income tax

 

Decrease in deferred tax assets

(31)

-

 

Increase in deferred tax liabilities

(3)

(1,791)

 

─────

─────

 

Deferred income tax benefit (Note 14(a))

(34)

(1,791)

 

─────

─────

 

Income tax expense/(income)

858

(1,314)

 

═════

═════

 

 

Income tax expense is attributable to:

Charged to the consolidate income statement from continuing operation

 

 

 -

-

Charged/(credited) to the consolidate income statement from discontinued operation

 

858

(1,314)

═════

═════

 

 

 

 

 

 

Numerical reconciliation of income tax expense to prima facie tax payable:

 

Year ended

 

30 June 2016

30 June 2015

 

USD'000

USD'000

 

Restated

 

 

Profit/(loss) from continuing operations before income tax expense

748

(9,166)

 

Loss from discontinuing operation before income tax expense

(12,090)

(1,518)

 

─────

─────

 

Group loss before tax

(11,342)

(10,684)

 

Group loss multiplied by applicable tax rate 0% (2015: 0%)

-

-

 

Tax effect of amounts which are not deductible (taxable) in calculating taxable income:

 

Difference in overseas tax rates

702

477

 

Capital gains tax on sale of a subsidiary

190

-

 

Unearned revenue subjected to tax in the year

(34)

(1,791)

 

─────

─────

 

Total income tax expense/income

858

(1,314)

 

─────

─────

 

 

Income tax expense is attributable to:

Charged to the consolidate income statement from continuing operation

 

 

 -

-

Charged/(credited) to the consolidate income statement from discontinued operation

 

858

(1,314)

═════

═════

 

 

 

 

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

 

(a) Earnings/(loss) per share

 

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

Year ended 30 June 2016

 

Listed Portfolio Shares

Private Portfolio Shares

Profit/(loss) for the year attributable to shareholders of the Company (USD'000)

3,520

(11,040)

Weighted average number of shares in issue ('000)

152,501

350,221

Earnings/(loss) per share (USD/share)

0.023

(0.032)

═══════

═══════

 

Year ended 30 June 2015

Ordinary Shares

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

(9,488)

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

370,885

Loss per share (USD/share)

(0.026)

═══════

 

(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 shares in issue at the reporting date. Net asset value is determined as total assets less total liabilities.

 

As at 30 June 2016:

 

Listed Portfolio Shares

Private Portfolio Shares

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

 

38,311

 

77,169

Number of outstanding shares in issue ('000)

107,282

350,221

Net asset value per share (USD/share)

0.357

0.220

═══════

═══════

 

At 30 June 2015:

 

Ordinary Shares

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

202,515

Number of outstanding ordinary shares in issue ('000)

350,221

Net asset value per share (USD/share)

0.578

═══════

 

25 DIRECTORS' FEES AND MANAGEMENT'S REMUNERATION

 

The aggregated directors' fees amounted to USD209,000 (2015: USD225,000) (Note 21), of which there was no outstanding amounts payable at the reporting date (2015: USD75,000). The directors are considered key management personnel of the Company for reporting purposes. The details of the remuneration for each director is summarised below:

 

Year ended

30 June 2016

30 June 2015

USD'000

USD'000

Rupert Carington (*)

60

74

Robert Binyon (*)

45

57

Luong Van Ly (*)

45

35

Paul Garnett

35

24

Ekkehard Goetting (*)

24

35

Total

 

────

209

════

────

225

════

 

(*) During the year additional fees of USD15,000 and USD10,000, respectively, were paid to Rupert Carington and each of Robert Binyon, Ekkehard Goetting and Luong Van Ly, in conjunction with the extra work undertaken to restructure the Company. In 2015, additional fees of USD29,000 and USD22,000, respectively, were paid to Rupert Carington and Robert Binyon for a similar purpose.

 

26 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. From 1 July 2015 to 26 July 2015 the Investment Manager received a fee based on the gross asset value of the Group, payable monthly in arrears, at an annual rate of 2% (30 June 2015: 2%). On 20 November 2014, the Company signed a new investment management agreement with the Investment Manager, which became effective on 27 July 2015 (the "new Investment Management Agreement"). Under this agreement no management fee is charged by the Investment Manager to the Company on either the LPS or the PES.

 

Total management fees for the year amounted to USD0.3 million (30 June 2015: USD4.3 million) (Note 21), there was no outstanding accrued fees due to the Investment Manager at the reporting date (2015: USD0.4 million) (Note 19).

 

(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 financial years ended 30 June 2015 and 30 June 2016.

 

Under the new Investment Management Agreement, no management fee is charged by the Investment Manager to the Company. Instead, the Investment Manager will receive the incentive fees as indicated in Note 26(c).

 

 

 

(c) Realisation fees and incentive fees

 

Under the new Investment Management Agreement, the Investment Manager will receive a realisation fee and an incentive fee based on sales proceeds relating to the Private Equity Portfolio:

 

1) Upon realisation of the Company's private equity assets, the Company will pay a fee of 3% of the net sale proceeds of each asset realised once the net sale proceeds are received by the Company. Total realisation fees for the year amounted to USD2.6 million (2015: nil) (Note 21), with USD0.5 million (2015: nil) (Note 19) currently due to Investment Manager and USD1.7 million (Note 18) accrued as a future payable to the Investment Manager at the reporting date.

 

2) The Company will also pay an incentive fee of 10% of the amount by which the total return from the sale of private equity assets exceeds a hurdle amount of USD80.9 million. The total return equals the aggregate of all net sale proceeds and other distribution received by the Company from private equity investments. This incentive fee will be paid when the proceeds collected from private equity asset sales have exceeded the hurdle amount.

 

27 OPERATING LEASE COMMITMENTS

 

The Group leases various offices, land for SEATH BTS tower network and the SEATH IBS under non-cancellable operating leases expiring within two to eight years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are negotiated.

 

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

 

30 June 2016

30 June 2015

USD'000

USD'000

Within one year

6,755

4,829

Within two to five years

9,897

3,623

Over five years

435

20,085

Total

 

──────

17,087

══════

──────

28,537

══════

 

Included in these future operating lease commitments are commitments of SEATH BTS tower network amounting to USD15.3 million which will be transferred to the buyer as a result of the divestment (Note 5).

28 RECOGNISED FAIR VALUE MEASUREMENTS

 

a) Financial assets and financial liabilities

 

i) 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).

 

The level within which the financial assets are 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:

 

Recurring fair value measurements

Level 1

Level 2

Level 3

Total

USD'000

USD'000

USD'000

USD'000

30 June 2016

Financial assets

Ordinary shares - unlisted

-

38,245

-

38,245

 

Total financial assets

─────

-

═════

─────

38,245

═════

─────

-

═════

─────

38,245

═════

30 June 2015

Ordinary shares - listed

66,543

-

-

66,543

Ordinary shares - unlisted

-

1,590

8,902

10,492

 

Total financial assets

─────

66,543

═════

────

1,590

════

─────

8,902

═════

─────

77,035

═════

ii) During the year, there were no transfers between the fair value hierarchy levels (2015: nil). There were also no other reclassifications of financial assets in the current year and prior year.Valuation techniques used to determine fair values

 

Specific valuation techniques used to value financial instruments include:

 

- the use of quoted market prices for level 1 listed shares;

- the use of dealer quotes or published daily net asset value for level 2 unlisted shares;

- the fair value of level 3 unlisted equity as at 30 June 2015 and of borrowing is determined using discounted cash flow analysis.

 

iii) Valuation process

 

The Company's internal investment officers perform the valuation of listed and unlisted securities for financial reporting purposes. The valuation results are reported directly to the Audit and Valuation Committee and approved by the Board for adoption.

 

The main level 3 inputs used by the Group are derived and evaluated 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.

 

i) Valuation input and relationship to level 3 fair value

 

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

 

b) Non-financial assets and financial liabilities

 

i) Fair value hierarchy

This note explains the judgements and estimates made in determining the fair values of the non-financial assets that are recognised and measured at fair value in the consolidated financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its non-financial assets and liabilities into the three levels prescribed under the accounting standards. An explanation of each level is provided in Note 28(a).

 

Recurring fair value measurements

 Level 1

Level 2

 Level 3

Total

USD'000

USD'000

USD'000

USD'000

As at 30 June 2016

 

Assets classified as held for sale

Investment properties - SEATH BTS tower network

-

-

42,798

42,798

Plant and machinery - SEATH IBS

-

-

11,362

11,362

─────

─────

─────

─────

Total non-financial assets

-

-

54,160

54,160

═════

═════

═════

═════

As at 30 June 2015

 

Investment properties

SEATH BTS tower network

-

-

48,798

48,798

Vina-CPK Limited (*)

-

-

24,637

24,637

Property, plant and equipment

Plant and machinery - SEATH IBS

-

-

25,088

25,088

─────

─────

─────

─────

Total non-financial assets

-

-

98,523

98,523

═════

═════

═════

═════

 

The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.

 

(*) During the year, the Group disposed of its 100% equity interest in Vina-CPK Limited for a total consideration of USD22.1 million. The book value of the net assets at the disposal date was USD20.4 million, resulting in a gain of USD1.5 million for the Group which was recognised in the consolidated income statement (Note 14).

 

There were no transfers between levels in prior year.

 

iv) Valuation technique used to determine level 3 fair values

 

Specific valuation techniques used to determine the level 3 fair value include:

 

- sale comparison approach for level 3 investment properties as at 30 June 2016;

- discounted cash flow ("DCF") method for level 3 investment properties as at 30 June 2015 and level 3 plant and machinery.

 

v) Significant unobservable inputs (level 3)

 

The significant unobservable inputs used in the DCF calculation for the respective investment properties and plant and machinery are as follows:

 

SEATH IBS

 

- 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.

 

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.

 

Vina-CPK Limited (Ba Thien Industrial Park)

 

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

 

- 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.

 

 

vi) Valuation process

 

The Group's plant and machinery (IBS) and investment properties (BTS and Vina-CPK Limited) are valued by the 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 (IBS and Vina-CPK) or the Company's internal investment officers (BTS). 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. Management reviews the valuations performed by the Company's internal investment officers and the independent professional 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. 

 

vii) Valuation inputs and relationship 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 and property, plant and equipment:

 

Sensitivity as at 30 June 2016:

 

Range of

Sensitivity on management's estimates

Unobservable inputs

Change of input

 (Loss)/gain to fair value due to change

Assets classified as held for sale

 

Plant and machinery - SEATH IBS

- IBS growth

5%

-/+1%

(USD0.4m) - USD0.4m

- Discount rate

16%

+/-1%

(USD1m) - USD1m

- Terminal growth

0%

+1%

USD2.1m

- Leasing price per square metre per month

USD0.22 - USD0.29

-/+10%

(USD1.8m) - USD1.8m

Investment Properties - SEATH BTS

 

Before and after being classified as asset held for sale, the fair value of BTS was measured based on the price quoted on the sale and purchase agreement plus the additional cash generated from BTS business post year end which was confirmed by the buyer and utilised by the Company in November 2016.

 

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

Property, plant and equipment

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

- Leasing price per square metre per month

USD0.22 - USD0.29

-/+15%

(USD7m) - USD7m

 

 

Range of

Sensitivity on management's estimates

unobservable inputs

Change of input

 (Loss)/gain to fair value due to change

Investment properties

 

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

Vina-CPK Limited

- 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

 

29 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.

 

Since the restructuring of the Group on 15 December 2014 the Company has sought to progressively realise its Private Equity Portfolio with an objective of completing this exercise by 30 June 2017. Consequently, the Group's objective to maximise capital returns to its shareholders.

 

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 2016, the Group has foreign currency exposure mainly arising from holding financial assets and financial liabilities 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 USD1.1 million (2015: a net exchange gain/loss of USD0.3 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 directly and indirectly 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.

 

As at 30 June 2016, all equity investments of the Group are the Group's interest in an open-ended fund which in turn invests in the listed securities that publicly traded on the Vietnam stock exchanges. For the financial year 2015, the majority of the Group's equity investments were publicly traded on the Vietnam stock exchanges. The Group has no concentration in individual equity positions exceeding 5% 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 increased or decreased by 10%, the impact on the net asset value of the Group would be a gain or loss of USD3.4 million (2015: gain or loss of USD6.3 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 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 USD25.6 million (30 June 2015: USD50.7 million) cash and cash equivalents and short-term investments as at 30 June 2016, USD20.8 million (30 June 2015: USD37.0 million) was deposited with a bank that has a Standard and Poors ('S&P') rating of AA- at the reporting date. Another USD3.9 million (30 June 2015: USD9.5 million) was deposited with banks that have S&P ratings of between B+ and BB- at the reporting date. The remaining USD0.9 million (30 June 2015: USD4.2 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.

 

As at 30 June 2016, the Group did not provide impairment for trade and receivables of assets of disposal groups classified as held for sale (30 June 2015: nil). The credit quality of financial assets that are neither past due nor impaired is assessed by management for each period end. This assessment takes into account the financial health of the customers, or history of payments and defaults of existing customers of the Group. Debtors and amounts due from a related party that are neither past due nor impaired are substantially companies with good collection records with the Group.

 

No credit limits were exceeded during the reporting period other than those impaired as disclosed in Notes 3.1(d) and Note 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 2016

Borrowings

1,913

1,897

5,750

-

9,560

Trade and other payables (*)

-

1,868

-

-

1,868

Payable to related parties

531

-

-

-

531

Liabilities directly associated with assets classified as held for sale:

- Borrowing

34

19

18

-

71

- Trade and other payables (*)

-

1,670

-

-

1,670

Net assets attributable to holders of the LPS

38,311

-

-

-

38,311

Net assets attributable to holders of the Private Equities Shares

-

77,169

-

-

77,169

 

 

─────

40,789

═════

─────

82,623

═════

─────

5,768

═════

───

-

═══

─────

129,180

═════

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 ═════

 

(*) 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 objective is to maximise the return of capital to shareholders.

 

The Group considers the capital managed as equal to the net assets attributable to the holders of ordinary shares. The Group is not subject to any externally imposed capital requirements. The Group has engaged the Investment Manager to allocate the net assets in such a way so-as-to maximise the return of capital to shareholders.

 

30 SUBSEQUENT EVENTS

 

(a) Agreement to sell equity interest in Southeast Asia Telecommunications Holdings

 

On 4 August 2016, the Company signed a share sale and purchase agreement to transfer 100% of its holding of BTS tower network in Southeast Asia Telecommunications Holdings Pte. Ltd. ("SEATH") to OCK Vietnam Towers Pte. Ltd. Details of SEATH disposal is provided in Note 5.

 

 

 

 

 

(b) Compulsory repurchase and cancellation of trading LPS on the AIM

 

 

All of the remaining 107,281,741 LPS were repurchased by the Company on 17 August 2016 in exchange for 3,288,435,511 Class A VVF Shares. The Class A VVF Shares were transferred to the shareholders' accounts on 25 August 2016.

 

Following the compulsory repurchase none of LPS remain in issue and the admission of the LPS to trading on AIM under the ticker VNIL was cancelled with effect on 18 August 2016. The PES are continuing to be traded as normal.

 

(c) Final payment on disposal of Vina-CPK Limited

 

On 22 November 2016, the Group received the final 20% of sale proceeds of USD4.4million from the buyer.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ACSTLBITMBBBBMF
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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