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Audited financial results for year to 30 June 2017

25 Sep 2017 15:22

RNS Number : 7453R
Vietnam Infrastructure Limited
25 September 2017
 

Vietnam Infrastructure Limited

Audited financial results for the twelve months ended 30 June 2017

 

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 2017 ('the year').

 

Financial highlights:

 

Private Equity Share Net Asset Value ("PES NAV") of USD12.6 million (30 June 2016: USD77.2 million)

PES NAV per share of USD0.036 (30 June 2016: USD0.220)

Operational highlights:

 

During the year, the Company divested most of its remaining assets, and sold its final asset shortly after the close of the financial year:

 

· IBS: On 31 July 2017, the Company announced the sale of the in-building cellular enhancement systems ("IBS"), to VIBS Pte. Ltd. (a consortium formed by JTOWER Inc. and the South East Asia Growth Fund) and a local investor, for total cash proceeds of approximately USD10.2 million. The sale proceeds were at a slight premium to the unaudited net asset value (NAV) of USD9.9 million as at 30 June 2017.

· Southeast Asia Telecommunications Holdings Pte. Ltd. (SEATH): In August 2016, the Company reached agreement to sell the BTS portion of the portfolio to OCK Vietnam Towers Ltd for USD50 million. This transaction closed in December 2016, and the Company fully received the proceeds in January 2017. An additional working capital adjustment of approximately USD1.6 million was received in May 2017.

· Long An SEA: In early November 2016, the Company received an out-of-court cash settlement of USD2.4 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 USD1.8 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, one of Vietnam's largest open-ended UCITS-compliant funds, numerous segregated accounts, and two domestic funds. VinaCapital also has joint ventures with Draper Fisher Jurvetson in venture capital, and Warburg Pincus in hospitality and lodging. 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 / Joel Weiden

VinaCapital Investment Management Limited

Investor Relations / Communications

+84 28 3821 9930

jonathan.luu@vinacapital.com / 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,

 

There was a great deal of activity during the 2017 financial year as the Management and the Board worked to realise the Company's remaining assets and adhere to the timeline outlined in the divestment strategy.

 

Asset Sales

 

During the year, the Company divested most of its remaining assets, with the sale of its final asset occurring just after the close of the financial year ended 30 June 2017.

 

· IBS: On 31 July 2017, the Company announced the sale of the in-building cellular enhancement systems ("IBS"), to VIBS Pte. Ltd. (a consortium formed by JTOWER Inc. and the South East Asia Growth Fund) and a local investor, for total cash proceeds of approximately USD10.2 million. The sale proceeds were at a slight premium to the unaudited net asset value (NAV) of USD9.9 million as at 30 June 2017.

· Southeast Asia Telecommunications Holdings Pte. Ltd. (SEATH): In August 2016, the Company reached agreement to sell the BTS portion of the portfolio to OCK Vietnam Towers Ltd for USD50 million. This transaction closed in December 2016, and the Company fully received the proceeds in January 2017. An additional working capital adjustment of approximately USD1.6 million was received in May 2017.

· Long An SEA: In early November 2016, the Company received an out-of-court cash settlement of USD2.4 million and the asset was transferred to the buyer.

· The aggregate net proceeds from the sales of the private equity assets exceeded the hurdle amount approved by shareholders, enabling the Company to pay the Manager the agreed incentive fee.

Shareholder Distributions

 

On 31 January 2017, the Company announced an aggregate distribution to Private Equity Shareholders of USD65.0 million, representing USD0.1856 for each Private Equity Share in issue, in either cash or, if eligible, in VVF shares. As announced on 1 March 2017, 81% of the distribution was paid in cash, and the remaining 19% (equal to USD12.3 million) was applied by the Company for VVF shares.

 

VNI announced a third and final distribution of USD12.6 million on 25 August 2017. On 21 September 2017, we revised the distribution to USD12.57 million, representing USD0.0359 for each Private Equity Share currently in issue. The Record Date for the distribution is 29 September 2017.

 

Corporate Matters and Fund Wind-Up

 

The end of the financial year saw the retirement of Mr Luong Van Ly from his position as Independent Director. Having served on the Board since the Company's inception, Mr Ly worked to help ensure that VNI fulfilled its shareholder mandate.

 

On 25 August 2017, the Company published a notice of Extraordinary General Meeting (the "EGM") setting out details of the recommended proposals for the voluntary winding up of the Company under the laws of the Cayman Islands, the appointment of joint liquidators and the cancellation of admission of the Private Equity Shares to trading on AIM. The EGM will take place on 9 October 2017 at 2.30 p.m. UK time at Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, at which time shareholders will be asked to approve the Resolutions relating to the Fund's winding up. Subject to the passing of the Resolutions by the requisite majority, admission of the Private Equity Shares to trading on AIM will be cancelled with effect from the morning of 10 October 2017, and the Company's orderly liquidation will proceed as planned. Funds turned over to the liquidator are expected to cover the expenses of the liquidation process, and no further distributions to shareholders are expected.

 

The Board has endeavoured to ensure that the Company maximised the value of its assets and the return to shareholders, and I am pleased to report that we have been successful in doing so in a timely manner. On behalf of the Board, I want to thank you for your support throughout this process.

 

Rupert Carington

Chairman

Vietnam Infrastructure Limited

25 September 2017

CONSOLIDATED BALANCE SHEET

 

As at 30 June

2017

2016

Note

USD'000

USD'000

ASSETS

Non-current assets

Investment properties

13

-

-

Property, plant and equipment

14

-

-

 

Total non-current assets

 

─────

-

─────

──────

-

──────

Current assets

Prepayment for acquisition of Long An Industrial Service project

 

6

-

 

2,371

Trade and other receivables

8

119

4,455

Financial assets at fair value through profit or loss

9

-

38,245

Cash and cash equivalents

10

4,277

20,408

──────

───────

4,396

65,479

Assets classified as held for sale

11(c)

13,946

70,252

 

Total current assets

 

──────

18,342

──────

───────

135,731

───────

Total assets

 

18,342

══════

135,731

═══════

 

 

 

 

 

 

As at 30 June

2017

2016

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

Page 10

150,012

-

Foreign currency translation reserve

Page 10

(566)

(6,566)

Accumulated (losses)/gains

Page 10

(140,330)

6,566

──────

12,618

──────

─────

-

─────

Non-controlling interests

2,999

-

─────

──────

Total equity

15,617

-

═════

══════

LIABILITIES

Current liabilities

Short-term borrowings

Note 16

-

9,042

Trade and other payables

Note 18

1,773

1,868

Payable to related parties

Note 19

203

531

─────

──────

1,976

11,441

Liabilities directly associated with assets classified as held for sale

Note 11(c)

749

2,727

─────

──────

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

2,725

 

14,168

Net assets attributable to holders of the Company

Page 11

-

 

115,480

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

Page 11

-

 

6,083

──────

───────

Total liabilities

2,725

135,731

──────

───────

Total equity and liabilities

18,342

135,731

══════

═══════

 

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

Note 25(b)

-

 

0.357

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

Note 25(b)

 

0.036

 

0.220

═════

═════

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to shareholders of the Company

Share

capital

Additional paid-in capital

Foreign currency translation reserve

Equity reserve

Other reserves

Accumulated gains/(losses)

Total

Non-controlling interests

Totalequity

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

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 PE Shares

(3,502)

(226,013)

-

(3,764)

(306)

133,844

(99,741)

-

(99,741)

Transfers to net assets attributable to holders of LP 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

═══════

───────

-

═══════

──────

-

══════

──────

-

══════

Loss for the year

-

-

-

-

-

(6,534)

(6,534)

(1,523)

(8,057)

Other comprehensive income

-

-

6,000

-

-

-

6,000

-

6,000

────

────

────

────

────

─────

────

────

────

Total comprehensive (loss)/income for the year

-

-

6,000

-

-

(6,534)

(534)

(1,523)

(2,057)

────

────

────

────

────

─────

────

────

────

Transfers from net assets attributable to holders of PE Shares

3,502

215,013

-

-

-

(140,362)

78,153

-

78,153

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

-

-

-

-

-

-

-

6,133

6,133

Distributions to shareholders

-

(65,001)

-

-

-

-

(65,001)

-

(65,001)

Derecognition of non-controlling interests on disposal of subsidiaries

-

-

-

-

-

-

-

(1,611)

(1,611)

────

────

────

────

────

───────

────

────

────

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

3,502

150,012

-

-

-

(140,362)

13,152

4,522

17,674

 

Balance at 30 June 2017

────

3,502

════

──────

150,012

══════

─────

(566)

═════

────

-

════

────

-

════

───────

(140,330)

═══════

─────

12,618

═════

─────

2,999

═════

──────

15,617

══════

 

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

 

Note

LP Shares

PE

Shares

Subtotal

Non-controlling interests

 

 

Total

USD'000

USD'000

USD'000

USD'000

USD'000

Balance at 1 July 2015

-

-

-

-

-

Transferred from equity

102,774

99,741

202,515

10,763

213,278

Repurchase of LP Shares

 

 

(67,983)

-

(67,983)

-

(67,983)

──────

─────

──────

──────

─────

Net decrease 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

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

38,311

77,169

115,480

6,083

121,563

═════

═════

═════

═════

═════

Balance at 1 July 2016

38,311

77,169

115,480

6,083

121,563

Repurchase of LP Shares

 

15

(40,842)

-

(40,842)

-

(40,842)

Transferred to equity

-

(78,153)

(78,153)

(6,133)

(84,286)

─────

─────

─────

─────

─────

Net decrease from share transactions

 

 

(40,842)

(78,153)

(118,995)

(6,133)

(125,128)

Increase in net assets attributable to holders of the Company and holders of non-controlling interests

15

2,531

984

3,515

50

3,565

─────

─────

─────

─────

─────

Net assets attributable to holders of the Company and holders of non-controlling interests as at 30 June 2017

15

-

-

-

-

-

═════

═════

═════

═════

═════

 

 

 

 

 

CONSOLIDATED INCOME STATEMENT

 

Year ended 30 June

Note

2017

2016

USD'000

USD'000

Continuing operation

Revenue

20

-

-

Cost of sales

20

-

-

─────

─────

Gross profit

-

-

─────

─────

Dividend income

-

7

Interest income

21

36

12

Administrative expenses

22

(3,844)

(4,701)

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

23

2,597

5,544

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

-

183

Gain on fair value non-controlling interests in subsidiaries

931

-

Other income

-

6

Other expenses

(90)

-

─────

─────

Operating (loss)/profit

(370)

1,051

─────

─────

Finance income

1

1

Finance costs

(1)

(304)

─────

─────

Finance costs - net

-

(303)

─────

─────

(Loss)/profit before tax

(370)

748

Income tax expense

24

-

-

Deferred income tax

17, 24

-

-

─────

─────

(Loss)/profit from continuing operations

(370)

748

Loss from discontinued operations

11(a)

(4,120)

(12,948)

─────

─────

Loss for the year

(4,490)

(12,200)

Distributions to shareholders

-

(11,000)

(Increase)/decrease in net assets attributable to

Shareholders of the Company

(3,515)

18,687

Non-controlling interests

(50)

4,680

─────

─────

(Loss)/gain for the year

(8,055)

167

═════

═════

(Loss)/gain for the year attributable to:

Shareholders of PE Share

(5,547)

(11,040)

Shareholders of LP Share

2,531

3,520

Non-controlling interests

(1,474)

(4,680)

─────

─────

(4,490)

(12,200)

─────

─────

Earnings per LP Share (USD per share)

25(a)

0.024

0.023

Loss per PE Share (USD per share)

25(a)

(0.016)

(0.032)

═════

═════

 

 

CONSOLIDATED Statement of COMPREHENSIVE INCOME

 

Year ended 30 June

Note

 2017

2016

USD'000

USD'000

(Loss)/gain for the year

(8,055)

167

Other comprehensive gain/(loss)

Items that may be reclassified subsequently to profit or loss:

Exchange differences on translation of foreign operations from discontinued operations:

Other comprehensive income arising from disposal of subsidiaries

 

11(a)

7,032

1,518

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

(1,032)

(1,725)

─────

────

6,000

 (207)

─────

────

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

 

Others (**)

-

40

 

Other comprehensive gain/(loss) for the year, net of tax

6,000

(167)

─────

────

Total comprehensive loss for the year

(2,055)

-

═════

════

 

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

 

 

 

 

 

 

 

CONSOLIDATED Statement oF CASH FLOWS

 

Year ended 30 June

Note

2017

2016

USD'000

USD'000

Operating activities

(Loss)/profit from continuing operation before tax

(370)

748

Loss from discontinued operation before tax

(3,616)

(12,090)

─────

──────

Loss before tax

(3,986)

(11,342)

Adjustments for:

Depreciation and amortisation

14

2,480

5,184

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

9, 23

(2,597)

(5,544)

Fair value (gain)/loss of investment properties

13

(2,678)

5,836

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

-

(183)

Revaluation loss on property, plant and equipment

14

865

9,072

Gain on fair value non-controlling interests in subsidiaries

(931)

-

Loss/(gain) from sale of subsidiaries

6,454

(1,719)

Unrealised foreign exchange losses/(gains)

356

(119)

Interest expense

265

623

Interest income

(36)

(12)

Dividend income

-

(7)

─────

─────

Profit before changes in working capital

192

1,789

Change in prepayments

-

(203)

Change in trade receivables and other assets

1,690

5

Change in assets classified as held for sale

(1,562)

(2,018)

Change in inventories

725

836

Change in trade payables and other liabilities

(526)

(402)

Change in liabilities classified as held for sale

(265)

1,192

Taxes paid

(477)

(887)

─────

─────

Net cash (outflow)/inflow from operating activities

(223)

312

─────

─────

Investing activities

Interest received

36

12

Dividends received

-

1,802

Purchases of short-term investment

(111)

(2,149)

Proceeds from disposal of short-term investments

517

5,975

Cash transferred to VVF

-

(35,036)

Purchases of investment properties

-

(2,323)

Purchases of property, plant and equipment

(1,261)

(1,186)

Proceeds from disposal of a prepayment for acquisition of investment property

6

2,371

-

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

 

 

-

11,387

Net proceeds from disposals of subsidiaries held for sale

11

56,110

15,310

─────

─────

Net cash inflow/(outflow) from investing activities

57,662

(6,208)

─────

─────

 

 

 

 

 

Year ended 30 June

Note

2017

2016

USD'000

USD'000

Financing activities

Interest paid

(265)

(623)

Proceeds from borrowings

-

419

Repayments of borrowings

(9,042)

(4,191)

Distributions paid to holders of PE Shares

(52,669)

(8,200)

Purchase VVF shares to distribute to holders of PE Shares

(12,332)

(2,800)

─────

─────

Net cash outflow from financing activities

(74,308)

(15,395)

─────

─────

Net decrease in cash and cash equivalents for the year

(16,869)

(21,291)

Cash and cash equivalents at beginning of the year

24,788

46,106

Exchange differences on cash and cash equivalents

303

(27)

─────

──────

Cash and cash equivalents at end of the year

8,222

24,788

═════

══════

Made up of:

Cash and equivalents per the consolidated balance sheet

10

4,277

20,408

Included in the assets of the disposal groups

11(c)

3,945

4,380

═════

══════

Major non-cash transactions

Year ended 30 June

Note

2017

2016

USD'000

USD'000

Contribution of listed investments into VVF

9

-

67,388

Repurchase of LP Shares in exchanging for VVF units

9

40,842

67,983

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

9

12,332

2,800

Derecognition of non-controlling interests on disposal of subsidiaries

1,611

-

═════

═════

 

 

 

 

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. Each pool of assets was represented by a separate share class, Listed Portfolio Shares ("LP Shares") and Private Equity Shares ("PE Shares"), which were listed on the London Stock Exchange's Alternative Investment Market ("AIM") under the tickers VNIL and VNI, respectively. For the financial year ended 30 June 2016, both classes of shares met the definition for financial liabilities under International Accounting Standard 32 ("IAS 32") and were classified as liabilities. For the financial year ended 30 June 2017, as a result of fully redemption of LP Shares, PE Shares met the specific conditions under IAS 32 to be reclassified as equity (refer Note 15).

 

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 investment strategy is to invest in equities listed on the Ho Chi Minh Stock Exchange and the Hanoi Stock Exchange; and other issuers that carry out a substantial part of their economic activity in Vietnam and are listed, traded or dealt on other stock exchanges. The VVF shares were distributed to LP Share shareholders between August 2015 and August 2016 in return for redeeming their LP Shares. Following the final distribution of VVF shares and receipt of all outstanding LP Shares from shareholders the AIM listing for VNIL was withdrawn and all outstanding LP Shares were cancelled.

 

The Company has ceased making new private equity investments and sought to fully realise the Private Equity Portfolio by 30 June 2017. With this objective met shortly after the balance sheet date, the Company expects to be wound up within twelve months. The proceeds from the sale of the private equity assets and any surplus net cash-flows have, subject to each shareholders' election, previously been distributed to the PE Share shareholders in cash, else to them in the form of VVF units distributed in specie.

 

On 25 August 2017, the Company published the circular including a Notice of Extraordinary General Meeting setting out details of the recommended proposals for the voluntary winding up of the Company under the laws of the Cayman Islands, the appointment of joint liquidators and the cancellation of admission of the PE Shares to trade on the AIM. The Extraordinary General Meeting of the Company will take place on 9 October 2017 at 2.30 p.m. UK time at Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU, at which Shareholders will be asked to approve the necessary resolutions. Subject to the passing of the resolutions, admission of the PE Shares to trading on the AIM will be cancelled with effect on 10 October 2017.

 

The consolidated financial statements for the year ended 30 June 2017 was approved for issue by the Board of Directors on 25 September 2017.

 

 

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 has progressively realised its Private Equity Portfolio which it expected to complete by 9 October 2017. As a consequence, these consolidated financial statements have been prepared using the liquidation basis, as the going concern basis is no longer considered appropriate. The Company continues to apply the same IFRS accounting policies as has been used in prior years as management do not believe there is a material 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 3.1.

 

(c) New standards and interpretation effective 1 July 2017 adopted by the Group

 

There are no standards, interpretations and amendments to existing standards that are effective for the financial year beginning 1 July 2017 that have had a material impact on the Group.

 

2.2 Significant accounting policies

 

LP Shares and PE Shares are classified as financial liabilities

 

Under IAS 32, both the LP Shares and PE Shares were classified as financial liabilities in the financial year ended 30 June 2016 as they both meet the definition of puttable instruments. That is, they were financial instruments that gave the holders the right to put the instruments back to the issuer for cash or another financial asset or were automatically put back to the issuer on the occurrence of an uncertain future event.

 

As a result of fully redemption of LP Shares, PE Shares met the specific conditions under IAS 32 to be reclassified as equity. That is, the shareholders entitle to share a pro rata of the Company's net assets in the event of liquidation and are subordinate to all other classes of instruments.

 

 

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 consolidated 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

 

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

 

In-Building 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 Trade receivables

 

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

 

2.16 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 PE Shares and subsequently classified as financial liabilities. For the financial year ended 30 June 2017, as a result of fully redemption of LP Shares, PE Shares met the specific conditions under IAS 32 to be reclassified as equity. Refer to Note 15 for details.

 

2.17 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.

 

2.18 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.

 

2.19 Borrowing costs

 

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

 

2.20 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.

 

2.21 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.

 

2.22 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 Telecommunication Holdings ("SEATH") Base Transceiver Station ("BTS") tower network and Vietnam Infrastructure Holding Ltd. ("VIHL") In-Building Systems ("IBS") leasing services, information rescue services and from lease of infrastructure in Ba Thien industrial park.

 

Revenue from SEATH BTS tower network and VIHL 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.

 

2.23 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.

 

2.24 Rounding of amounts

 

All amounts disclosed in the consolidated financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.

 

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 SEATH Base Transceiver Station ("BTS") tower network have been determined by the Company's internal investment officers. These valuations are based on certain assumptions, which are subject to uncertainty and might materially differ from the actual results. The estimated fair values provided by the Company's internal investment officers are used by the Audit and Valuation Committee as the primary basis for estimating 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 29(b)(iv).

 

(b) Fair value of VIHL 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 the Company's internal investment officers. These valuations are based on certain assumptions, which are subject to uncertainty and might materially differ from the actual results. The estimated fair values provided by the Company's internal investment officers are used by the Audit and Valuation Committee as the primary basis for estimating IBS's fair value. In making its judgement, the committee considers information from a variety of sources, including discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of external evidence such as current market rents, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of cash flows. Refer to sensitive analysis for key valuation inputs in Note 29(b)(iv).

 

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

 

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

 

The fair value of financial assets that are not traded in an active market (for example, unlisted securities where market prices are not readily available) is determined by using valuation techniques. The Group uses judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The valuations are also obtained from the Company's internal investment officers to evaluate and adjust valuations. The outcomes may vary from the actual prices that would be achieved in an orderly transaction between market participants at the reporting date. Refer to sensitive analysis for key valuation inputs in Note 29(b)(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. The Group 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

 

 

 

 

Property and infrastructure development

 

Telecomm-unications

Other capital markets

 

Cash

 

 

Total

 

USD'000

USD'000

USD'000

USD'000

USD'000

As at 30 June 2017

 

Trade and other receivables

-

119

-

-

119

Cash and cash equivalents

-

-

-

4,277

4,277

Assets classified as held for sale

-

13,946

-

-

13,946

─────

──────

─────

─────

──────

Total assets

-

14,065

-

4,277

18,342

═════

══════

═════

═════

══════

Total assets include:

Additions to non-current assets

-

1,755

-

-

1,755

═════

═════

═════

═════

═════

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

═════

═════

═════

═════

═════

 

 

Revenue and segment profit and loss

 

Property and infrastructure development

Other capital markets

 

Cash

 

Total

USD'000

USD'000

USD'000

USD'000

Year ended 30 June 2017

Interest income

-

36

-

36

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

 

-

2,597

-

2,597

─────

─────

────

─────

Total

-

2,633

-

2,633

═════

═════

════

═════

Unallocated expenses

 

(3,003)

─────

Loss before tax

 

(370)

 

═════

 

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)

─────

Gain before tax

 

748

 

═════

 

5 SUBSIDIARIES

 

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

 

Equity interest held by the Group (%) as at 30 June

Name of entity

 2017

 2016

Principal activity

Southeast Asia Telecommunication Holdings ("SEATH") Base Transceiver Station ("BTS") tower network (i)

 VNC-55 Infrastructure Investment Joint Stock Company

0.0

100.0

Telecommunications

 Mobile Information Service Joint Stock Company

0.0

100.0

Telecommunications

 Zone II Mobile Information Service Joint Stock Company

0.0

99.9

Telecommunications

 Global Infrastructure Investment Joint Stock Company

0.0

100.0

Telecommunications

 Truong Loc Telecom Trading and Service Joint Stock Company

0.0

98.0

Telecommunications

 Tan Phat Telecom Joint Stock Company

0.0

99.9

Telecommunications

 T&A Company Limited

0.0

100.0

Telecommunications

Vietnam Infrastructure Holding Ltd. ("VIHL") In-Building Cellular Enhancement Systems ("IBS") (ii), (v)

Vietnam Data and Aerial System Company Limited ("VinaDAS")

100.0

100.0

Telecommunications

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

70.0

70.0

 

Telecommunications

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

0.0

75.0

Telecommunications

 

 

 

 

 

(i) Agreement to sell equity interest in SEATH

 

On 4 August 2016, the Company signed a share sale and purchase agreement to transfer 100% of its holding of SEATH. The transaction resulted in a net cash proceeds of USD51.9 million to the Company. Sale proceeds of USD51.8 million were received on 17 January 2017 and the remaining balance of approximately USD0.1 million was fully received in August 2017.

 

(ii) In December 2016, as a pre-condition of the share sale and purchase agreement with the buyer, VinaDAS, SST and Vien Tin were transferred from SEATH to VIHL. All of the restructuring transactions were recorded at book value and no gains or losses were recognised as a result of this restructuring.

 

(iii) Agreement to sell equity interest in Vien Tin

 

On 8 May 2017, the Group signed a share sale and purchase agreement to dispose its interest in Vien Tin for a cash consideration of USD3.1 million which was fully received. From 1 June 2017, the Group no longer held any interest in Vien Tin.

 

(iv) Agreement to acquire the remaining interest in SST (Note 31(b))

 

On 8 June 2017, the Group signed a share sale and purchase agreements to acquire 30% of interest in SST from other minority interest parties for a cash consideration of USD3.0 million which was fully paid. From 27 July 2017, the Group holds 100% of interest in SST.

 

(v) Agreement to sell equity interest in Vietnam Infrastructure Holding Ltd. (Note 31(c))

 

On 26 May 2017, the Company signed a share sale and purchase agreement to transfer 100% of its holding of Vietnam Infrastructure Holding Ltd to the buyer for a cash consideration of approximately USD10.2 million which was fully received in August 2017.

 

6 PREPAYMENT FOR ACQUISITION OF LONG AN INDUSTRIAL SERVICE PROJECT

 

30 June 2017

30 June 2016

USD'000

USD'000

Opening balance

2,371

2,188

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

-

183

Receipt of final settlement (*)

(2,371)

-

─────

─────

Closing balance

-

2,371

═════

═════

 

(*) On 2 November 2016, USD2.4 million was received as a final settlement of this outstanding balance.

 

 

7 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 2017

Trade and other receivables (Note 8)

119

-

119

Cash and cash equivalents (Note 10)

4,277

-

4,277

Assets classified as held for sale (Note 11(c)), include:

- Trade and other receivables

1,443

-

1,443

- Short-term investments (Note 12)

925

-

925

- Cash and cash equivalents

3,945

-

3,945

──────

─────

──────

Total

10,709

-

10,709

══════

═════

══════

Financial assets denominated in:

- USD

4,396

4,396

- VND

6,313

6,313

──────

10,709

══════

─────

-

═════

──────

10,709 ══════

 

As at 30 June 2016

Trade and other receivables (Note 8)

4,455

-

4,455

Financial assets at fair value through profit or loss (Note 9)

-

38,245

38,245

Cash and cash equivalents (Note 10)

20,408

-

20,408

Assets classified as held for sale (Note 11(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

─────

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 ═════

 

 

 

Liabilities at amortised cost

USD'000

Financial liabilities

As at 30 June 2017

Trade and other payables (Notes 18, 19)

1,976

Liabilities directly associated with assets classified as held for sale (Note 11(c)), include:

- Trade and other payables

586

 

Total financial liabilities

─────

2,562

═════

Financial liabilities denominated in:

- USD

1,976

- VND

586

─────

2,562

═════

 

As at 30 June 2016

Trade and other payables (Notes 18, 19)

2,399

Borrowings (Note 16)

9,042

Liabilities directly associated with assets classified as held for sale (Note 11(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

═════

 

8 TRADE AND OTHER RECEIVABLES

 

30 June 2017

30 June 2016

USD'000

USD'000

Trade receivables

119

4,455

────

─────

119

4,455

Less: allowance for impairment of receivables

-

-

Total

 

────

119

════

─────

4,455

═════

 

 

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. As at 30 June 2017 and 30 June 2016, there were no trade and other receivable past due and impaired or not past due but doubtful.

 

As at 30 June 2017, there is a significant concentration of credit risk (representing 100% of trade receivables) relating to a buyer who acquired SEATH (Note 5). As at 30 June 2016, there was a significant concentration of credit risk (representing 100% of trade receivables at that date) relating to a buyer who acquired Vina-CPK Limited.

 

 

9 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

30 June 2017

30 June 2016

 

USD'000

USD'000

 

 

Designated at fair value through profit or loss:

 

 

Current:

 

Unlisted shares, fair value based on net asset value

-

38,245

──────

──────

 

-

──────

38,245

──────

 

-

38,245

 

══════

══════

 

 

The financial assets at fair value through profit or loss as at 30 June 2016 comprised of Class A VVF shares which were subsequently transferred to the LP Shares shareholders' accounts on 25 August 2016 following the compulsory repurchase of the remaining 107,281,741 LP Shares by the Company in exchange for 3,288,435,511 Class A VVF shares on 17 August 2016 (Note 15).

 

Risk exposure and fair value measurements

 

Information about the Group's exposure to price risk is provided in Note 30. Refer to Note 29(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 2016

-

38,245

-

-

38,245

Distribute VVF unit in exchange for LP Shares

-

(40,842)

-

-

(40,842)

Purchase VVF unit to distribute to holders of PE Shares

-

12,332

-

-

12,332

Distribute VVF unit to holders of PE Shares

-

(12,332)

-

-

(12,332)

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

-

2,597

-

-

2,597

─────

─────

─────

─────

─────

As at 30 June 2017

-

-

-

-

-

═════

═════

═════

═════

═════

 

 

 

-

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

Distribute VVF unit in exchange for LP Shares

-

(67,983)

-

-

(67,983)

Purchase VVF unit to distribute to holders of PE Shares

-

2,800

-

-

2,800

Distribute VVF unit to holders of PE Shares

-

(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

═════

═════

═════

═════

═════

 

10 CASH AND CASH EQUIVALENTS

 

30 June 2017

30 June 2016

USD'000

USD'000

Cash and cash equivalents

4,277

20,408

═════

══════

 

Cash and cash equivalents denominated in:

 

USD

4,277

2,381

VND

-

18,027

─────

──────

4,277

20,408

═════

══════

 

 

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

 

Classification of SEATH BTS tower network and VIHL IBS network as assets held for sale

 

As discussed in Note 5, the Company has signed share sale and purchase agreements to transfer 100% of its holding of SEATH and of VIHL to the buyers. As a result, the associated assets and liabilities of the BTS tower network and IBS systems have been reported as discontinued operations and presented as held for sale in these consolidated financial statements. The financial information relating to these discontinued operations is set out below:

 

(a) Financial performance and cash flow information

 

The financial performance and cash flow information presented below include the six-month period ended 13 January 2017 of SEATH, the eleven-month period ended 31 May 2017 of Vien Tin and the financial year ended 30 June 2017 of the remaining of VIHL IBS system. The comparative figures presented for these disposal groups and the nine-month period ended 31 March 2016 of Vina-CPK Limited are for the year ended 30 June 2016.

 

30 June 2017

30 June 2016

USD'000

USD'000

Revenue

12,704

19,646

Cost of sales

(9,438)

(14,699)

Net gain/(loss) from fair value adjustment on investment properties (Note 13) (*)

 

2,678

 

(5,836)

Revaluation loss on fixed assets (Note 14) (**)

(865)

(9,072)

Administrative expenses

(1,509)

(2,315)

Other income

753

498

Other expenses

(1,485)

(2,031)

─────

─────

Profit/(loss) before income tax

2,838

(13,809)

Income tax expense (Note 24)

(503)

(702)

Deferred income tax (charge)/income

(1)

34

─────

─────

Profit/(loss) after income tax of discontinued operation

2,334

(14,477)

(Loss)/gain on disposal of subsidiaries before capital gains tax

(6,454)

1,719

Capital gains tax on disposal of subsidiaries

-

(190)

─────

─────

Loss from discontinued operation

(4,120)

(12,948)

═════

═════

Exchange differences on translation of discontinued operations

6,000

(207)

In which:

- Reclassification of foreign currency translation reserve

7,032

1,518

- Exchange differences on translation of foreign operations

(1,032)

(1,725)

Others (***)

-

40

─────

─────

Other comprehensive gain/(loss) from discontinued operations

6,000

(167)

═════

═════

 

(*) Investment properties includes SEATH's BTS tower network and Vina-CPK Limited's land and buildings.

 

(**) Fixed assets includes VIHL's IBS system.

 

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

 

30 June 2017

30 June 2016

USD'000

USD'000

Net cash inflow from operating activities

902

2,005

Net cash inflow from investing activities (includes an inflow of USD51.8 million, USD3.1 million and USD4.4 million from sales of SEATH, Vien Tin and Vina-CPK Limited, respectively)

57,958

15,674

Net cash (outflow)/inflow from financing activities

(38)

15

──────

──────

Net increase in cash generated by the disposal groups

58,822

17,694

══════

══════

 

(b) Details of the sale of SEATH and Vien Tin

 

SEATH

Vien Tin

Total

USD'000

USD'000

USD'000

Consideration received or receivable:

Cash

51,818

3,159

54,977

Receivable

119

-

119

─────

─────

─────

Total disposal consideration

51,937

3,159

55,096

Carrying value of non-controlling interest

17

1,594

1,611

Carrying value of net assets sold

(51,954)

(4,175)

(56,129)

─────

─────

─────

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

-

578

578

Reclassification of foreign currency translation reserve and other reserves

(6,784)

(248)

(7,032)

Capital gains tax on disposal of subsidiaries

-

-

-

─────

─────

─────

(Loss)/gain on disposal of the subsidiaries after income tax

(6,784)

330

(6,454)

═════

═════

═════

 

 

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

 

SEATH

Vien Tin

13 January 2017

31 May 2017

Total

USD'000

USD'000

USD'000

Investment properties

45,837

-

45,837

Property, plant and equipment

602

2,230

2,832

Long-term deferred expenses

1,226

2

1,228

Other long term receivables

245

37

282

Deferred tax asset

8

-

8

Inventories

13

490

503

Trade and other receivables

2,085

986

3,071

Prepayment for suppliers

12

845

857

Shor-term deposit

-

-

-

Cash and cash equivalents

3,121

129

3,250

─────

─────

─────

Total assets

53,149

4,719

57,868

─────

─────

─────

Long-term and short-term borrowings and debts

-

18

18

Corporate tax payable

179

49

228

Trade and other payables

493

411

904

Long-term and short-term unearned revenue

408

65

473

Other reserves

115

1

116

─────

─────

─────

Total liabilities

1,195

544

1,739

─────

─────

─────

Net assets

51,954

4,175

56,129

═════

═════

═════

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

 

 

 

Note

As at

1 July

2016

Change in carrying amount

Fair value gain/(loss)

Sale of subsidiaries

As at

30 June 2017

USD'000

USD'000

USD'000

USD'000

USD'000

Assets of disposal groups classified as held for sale

Investment properties

13

 42,798

361

2,678

(45,837)

-

Property, plant and equipment

14

 12,705

(1,873)

(865)

(2,832)

7,135

Long-term deferred expenses

 1,313

57

-

(1,229)

141

Other long term receivables

 406

(14)

-

(281)

111

Deferred tax assets

 9

(1)

-

(8)

-

Inventories

 948

(222)

-

(503)

223

Trade and other receivables

 5,347

(833)

-

(3,071)

1,443

Prepayment for suppliers

 1,565

(685)

-

(857)

23

Short-term investments

12

 781

144

-

-

925

Cash and cash equivalents

 4,380

2,815

-

(3,250)

3,945

─────

────

─────

─────

 ─────

70,252

(251)

1,813

(57,868)

13,946

─────

────

─────

─────

 ─────

Liabilities directly associated with assets classified as held for sale

Long-term and short-term borrowings and debts

 

 71

 

(53)

-

 

(18)

 

-

Corporate income tax payable

209

101

-

(228)

82

Advance from customers

 62

(57)

-

-

5

Trade and other payables

 1,670

(178)

-

(906)

586

Long-term and short-term unearned revenue

 

 463

 

40

-

(472)

31

Other reserves

 252

(92)

-

(115)

45

─────

────

─────

─────

 ─────

2,727

(239)

-

(1,739)

749

─────

────

─────

─────

 ─────

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

67,525

(12)

1,813

(56,129)

 

 

13,197

═════

════

═════

═════

 ═════

 

12 SHORT-TERM INVESTMENTS

 

As at 30 June 2017 and 30 June 2016, the Company did not hold any short-term investments. Short-term investments of USD0.9 million (2016: USD0.8 million), which were classified to assets held for sale (Note 11(c)) comprises of VND term deposits at local banks with maturities of three months to one year, which earned interest at rates ranging from 6.0% to 6.8% per annum.

 

13 INVESTMENT PROPERTIES

 

As at 30 June 2017, all investment properties are classified and presented as assets held for sale (Note 11).

 

Movement of investment properties is as follows:

 

Year ended

30 June 2017

30 June 2016

USD'000

USD'000

Opening balance of:

Investment properties

-

73,435

Investment properties classified as assets held for sale

42,798

-

─────

─────

42,798

73,435

Additional investments made during the year

494

2,934

Transfer to property, plant and equipment (Note 14)

-

(684)

Net gain/(loss) from fair value adjustment (Note 11(a))

2,678

(5,836)

Sale of subsidiaries

(45,837)

(26,048)

Currency translation difference in other comprehensive income

(133)

(1,003)

─────

─────

Closing balance of:

Investment properties

-

-

Investment properties classified as assets held for sale

-

42,798

═════

═════

 

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

 

Measuring the fair value of investment property

 

Investment properties, principally the BTS tower network, which were held as available for sale and carried at fair value. Changes in fair values were presented in the consolidated income statement as profit/(loss) from discontinued operations.

 

Significant estimate - fair value of investment property

 

Information about the valuation of investment properties is provided in Note 29(b).

 

Amounts recognised in profit or loss for investment properties

 

30 June 2017

30 June 2016

USD'000

USD'000

Rental income

6,133

12,197

Direct operating expenses from property that generated rental income

(4,524)

(5,427)

Direct operating expenses from property that did not generate rental income

(749)

(233)

Fair value gain/(loss) recognised (*) (Note 11(a))

2,678

(5,836)

════

════

 

(*) The fair value gain/(loss) recognised in the consolidated income statement as profit/(loss) from discontinued operations during the year included the fair value gain/(loss) on the BTS tower network which was presented as assets classified as held for sale as at reporting date.

 

 

Contractual obligations and leasing arrangements

 

As at 30 June 2017 and 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 28.

 

14 PROPERTY, PLANT AND EQUIPMENT

 

As at 30 June 2017 and 30 June 2016, all property, plant and equipment is classified and presented as assets held for sale (Note 11). The movements of property, plant and equipment which are classified as assets held for sale at 30 June 2017 were:

 

 

 

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 2016

 100

 17,507

 229

 33

 33

 648

 18,550

New purchases

-

27

-

-

-

1,234

1,261

Transfer from assets under construction

-

683

-

-

-

(683)

-

Written-off

-

(25)

-

-

-

(43)

(68)

Other decrease

-

(5)

-

-

-

-

(5)

Revaluation loss

(Note 11(a))

 

-

 

(865)

 

-

 

-

 

-

 

-

 

(865)

Sale of subsidiary

(100)

(3,413)

(182)

(6)

(26)

(872)

(4,599)

Translation differences

-

(520)

(15)

-

(3)

(90)

(628)

────

─────

────

────

────

────

─────

At 30 June 2017

-

13,389

32

27

4

194

13,646

────

─────

────

────

────

────

─────

Accumulated depreciation

At 1 July 2016

 1

 5,690

 118

 11

 25

 -

 5,845

Charged for the year

-

2,449

18

10

3

-

2,480

Written-off

-

(25)

-

-

-

-

(25)

Sale of subsidiaries

-

(1,620)

(121)

(4)

(22)

-

(1,767)

Translation differences

(1)

(16)

(3)

-

(2)

-

(22)

────

─────

────

────

────

────

─────

At 30 June 2017

-

6,478

12

17

4

-

6,511

────

─────

────

────

────

────

─────

Net book value

At 1 July 2016

 99

 11,817

 111

 22

 8

 648

 12,705

════

═════

════

════

════

════

═════

At 30 June 2017

-

6,911

20

10

-

194

7,135

════

═════

════

════

════

════

═════

 

 

The movements of property, plant and equipment during the year ended 30 June 2016 were:

 

 

 

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 13)

684

-

-

-

-

-

684

Revaluation loss

(Note 11(a))

 

-

 

(9,072)

 

-

 

-

 

-

 

-

 

(9,072)

Written-off

-

(92)

-

-

-

-

(92)

Transfers to assets classified as held for sale

(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

(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

-

-

-

-

-

-

-

════

═════

════

════

════

════

═════

 

 

In which the net book value of property, plant and equipment which are classified and presented as assets held for sale as at 30 June 2016 were:

 

 

 

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

Net book value

At 30 June 2016

 99

 11,817

 111

 22

 8

 648

 12,705

════

═════

════

════

════

════

═════

 

Plant and machinery primarily comprises of VIHL's IBS network which is measured at fair value less accumulated depreciation. As at 30 June 2017 the net book value of the network was USD6.8 million (30 June 2016: USD11.4 million) which has been classified as assets held for sale together with other property, plant and equipment disclosed in Note 11(c). 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 29(b).

 

15 SHARE CAPITAL

 

On 21 July 2015, the Company's ordinary shares were re-designated as PE Shares and a bonus issue of a new class of LP Shares was undertaken. As a result each VNI shareholder held an equal number of PE Shares and LP Shares. The PE Shares give the holders the right to receive cash distributions and the LP Shares were subject to mandatory repurchase in August 2016, so both met the definition of financial liabilities under International Accounting Standard 32 ("IAS 32"). Accordingly, both share classes were classified as financial liabilities in the financial year ended 30 June 2016.

 

All of the remaining 107,281,741 LP Shares were repurchased by the Company on 17 August 2016 in exchange for 3,288,435,511 Class A VVF shares. Following the compulsory repurchase all of the LP Shares have been cancelled on 18 August 2016. As a result of fully redemption of LP Shares, PE Shares met the specific conditions under IAS 32 to be reclassified as equity as at 30 June 2017 (refer Note 2).

 

The movements LP Shares and PE Shares during the year were as follows:

 

For the year ended 30 June 2017:

 

LP Shares

Number of shares

USD'000

Opening balance

107,281,741

38,311

Repurchased during the year

(107,281,741)

(40,842)

Increase in net assets attributable to holders of LP Shares

 

-

 

2,531

Closing balance

─────────

-

═════════

─────

-

═════

 

 

 

PE Shares

Number of shares

USD'000

Opening balance of:

Net assets attributable to holders of PE Shares

350,221,094

77,169

Share capital

-

-

─────────

─────

350,221,094

77,169

Increase in net assets attributable to holders of PE Shares

 

-

984

Distributions to shareholders

-

(65,001)

Comprehensive loss for the year

-

(534)

─────────

─────

Closing balance

350,221,094

12,618

In which:

Net assets attributable to holders of PE Shares

-

-

Share capital

350,221,094

3,502

Additional paid-in capital

-

150,012

Accumulated losses

-

(140,330)

Foreign currency translation reserve

-

(566)

═════════

═════

 

For the year ended 30 June 2016:

 

LP Shares

Number of shares

USD'000

Opening balance

-

-

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 LP Shares

 

-

 

3,520

Closing balance

────────

107,281,741

════════

─────

38,311

═════

 

PE Shares

Number of shares

USD'000

Opening balance

-

-

Re-designated from existing ordinary shares

350,221,094

99,741

Decrease in net assets attributable to holders of PE Shares

-

(22,572)

Closing balance

────────

350,221,094

════════

─────

77,169

═════

 

 

 

16 BORROWINGS

 

30 June 2017

30 June 2016

USD'000

USD'000

Short-term borrowings:

 Current portion of long-term bank borrowings

-

9,042

─────

─────

-

9,042

─────

─────

Total

-

═════

9,042

═════

 

As at 30 June 2016, according to the original contract terms, the Group's borrowings, which are denominated in USD, mature on a range of dates up until October 2019 and bear a range of annual interest rates from 3.9% to 4.1%. The borrowings were secured by the BTS tower network as disclosed in Note 13. As at 30 June 2017, the outstanding loan was fully repaid to lender.

 

As at 30 June 2016, under the liquidation basis of accounting all long-term borrowings which were expected to be realised or settled within the next twelve months from the reporting date are classified as short-term borrowings as at reporting date.

 

The maturities of the Group's borrowings at the reporting date were:

 

30 June 2017

30 June 2016

USD'000

USD'000

6 months or less

-

1,750

6 - 12 months

-

1,750

1 - 5 years

-

5,542

─────

-

═════

─────

9,042

═════

 

As at 30 June 2016 the fair value of short-term borrowings amounting to USD9.0 million approximates their carrying amounts as the impact of discounting is not significant. They were classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs.

 

17 DEFERRED TAX LIABILITIES

 

30 June 2017

30 June 2016

USD'000

 USD'000

Beginning of year

-

1,113

Balance sold as part of disposal of Vina-CPK Limited

-

(1,110)

Effect of translation to presentation currency

-

(3)

 

End of year

─────

-

═════

─────

-

═════

There are no other significant unrecognised deferred tax liabilities.

 

 

18 TRADE AND OTHER PAYABLES

 

30 June 2017

30 June 2016

USD'000

USD'000

Accrued realisation fees (Note 27(b))

313

1,692

Accrued incentive fees (Note 27(b))

1,005

-

Trade payables

455

176

Total

 

─────

1,773

═════

─────

1,868

═════

 

As at 30 June 2017 and 30 June 2016, trade and other payables primarily relate to the 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 2017

30 June 2016

 USD'000

USD'000

Payable to VinaCapital Investment Management Ltd.:

- realisation fees (Note 27(b))

46

525

- incentive fees (Note 27(b))

157

-

Payable to shareholders

-

6

────

────

Total

 

203

═══

531

════

 

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

 

20 REVENUE AND COST OF SALES

 

The Group's revenue represents rental income from the BTS tower network and the IBS system and associated leasing and information rescue services. All revenue is derived from external customers, although 60.6% of total sales during the year amounting to USD5.8 million (2016: 70% of total sales during the year amounting to USD13.6 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

2017

2016

USD'000

USD'000

Land rentals

1,906

3,187

Tools and equipment expenses

1,045

2,330

Employee expenses

421

883

═════

═════

 

 

21 INTEREST INCOME

 

Year ended 30 June

2017

2016

USD'000

USD'000

Interest income was derived from:

- Cash and term deposits

36

12

Total

 

────

36

════

────

12

════

 

22 ADMINISTRATIVE EXPENSES

 

Year ended 30 June

2017

2016

USD'000

USD'000

Management fees (Note 27(a))

-

306

Professional fees

1,764

1,013

Custodian fees

111

167

Directors' fees (Note 26)

182

209

Realisation fees (Note 27(b))

319

2,561

Incentive fees (Note 27(b))

1,221

-

Other expenses

247

445

Total

 

─────

3,844

═════

─────

4,701

═════

 

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

 

Year ended 30 June

2017

2016

USD'000

USD'000

Unrealised gains based on changes in fair

values using

- internal valuation

-

3,800

 Gains from realisation of financial assets

2,597

1,740

Unrealised gains on foreign exchange translation

-

4

 

Total

 

─────

2,597

═════

─────

5,544

═════

 

 

 

24 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 USD0.5 million was provided for corporate income tax payable by the Vietnamese subsidiaries for the current year (2016: USD0.7 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

 

2017

2016

 

USD'000

USD'000

 

 

Current tax

 

Current income tax on loss for the year

-

-

 

Adjustments for:

Current income tax expense on Vietnamese subsidiaries (Note 11(a))

503

702

 

Capital gains tax on sale of a subsidiary (Note 11(a))

-

190

 

─────

─────

 

Total current tax expense

503

892

 

─────

─────

 

Deferred income tax

 

Increase/(decrease) in deferred tax assets

1

(31)

 

Increase in deferred tax liabilities (Note 17)

-

(3)

 

─────

─────

 

Deferred income tax benefit/(charge) (Note 11(a))

1

(34)

 

─────

─────

 

Income tax expense

504

858

 

═════

═════

 

Income tax expense is attributable to:

Charged to the consolidated income statement from continuing operation

-

-

Charged to the consolidated income statement from discontinued operation (Note 11(a))

504

858

════

════

 

 

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

 

Year ended 30 June

 

2017

2016

 

USD'000

USD'000

 

 

(Loss)/profit from continuing operations before income tax expense

 

(370)

 

748

 

Loss from discontinuing operation before income tax expense

 

(3,616)

 

(12,090)

 

─────

──────

 

Group loss before tax

(3,986)

(11,342)

 

Group loss multiplied by applicable tax rate 0% (2016: 0%)

-

-

 

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

 

Difference in overseas tax rates

504

702

 

Capital gains tax on disposal of subsidiaries

-

190

 

Unearned revenue subjected to tax in the year

-

(34)

 

─────

─────

 

Total income tax expense

504

858

 

─────

─────

 

 

Income tax expense is attributable to:

Charged to the consolidated income statement from continuing operation

-

-

Charged to the consolidated income statement from discontinued operation

504

858

═════

═════

 

 

 

25 LOSS PER SHARE AND NET ASSET VALUE PER SHARE

 

(a) Earnings/(losses) per share

 

Earnings/(losses) 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 2017:

LP Shares (*)

PE Shares

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

2,531

(5,547)

Weighted average number of shares in issue ('000)

107,282

350,221

Earnings/(losses) per share (USD/share)

0.024

(0.016)

═══════

═══════

 

(*) The losses per share for the LP Shares is determined for the period from 1July 2016 to 17 August 2016 when it was existing, whereby all the remaining 107,281,741 repurchased and cancelled by the Company.

 

Year ended 30 June 2016:

LP Shares

PE 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/(losses) per share (USD/share)

0.023

(0.032)

══════

══════

 

(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 2017:

LP Shares

PE Shares

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

 

-

 

12,618

Number of outstanding shares in issue ('000)

-

350,221

Net asset value per share (USD/share)

-

 0.036

═══════

═══════

 

As at 30 June 2016:

LP Shares

PE 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

═══════

═══════

 

 

26 DIRECTORS' FEES AND MANAGEMENT'S REMUNERATION

 

The aggregated directors' fees during the year up to liquidation date amounted to USD181,625 (2016: USD209,000) (Note 22), of which there was USD31,625 outstanding amounts payable at the reporting date (2016: nil). 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 2017

30 June 2016

USD'000

USD'000

Rupert Carington

57.4

60.0

Robert Binyon

44.6

45.0

Luong Van Ly

35.0

45.0

Paul Garnett

44.6

35.0

Ekkehard Goetting

-

24.0

Total

 

─────

181.6

═════

─────

209.0

═════

 

27 RELATED PARTIES

 

(a) Management fees

 

The Group is managed by VinaCapital Investment Management Ltd. (the "Investment Manager"), incorporated and registered as a licensed fund manager in the Cayman Islands. 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 LP Shares or the PE Shares.

 

There is no management fee for the year ended 30 June 2017 (30 June 2016: USD0.3 million), there was no outstanding accrued fees due to the Investment Manager at the reporting date (30 June 2016: nil).

 

(b) 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 PE Portfolio:

 

i) 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 fee payable for the year ended 30 June 2017 amounted to USD0.3 million (30 June 2016: USD2.6 million) (Note 22), with USD0.05 million (30 June 2016: USD0.5 million) (Note 19) in outstanding balance due to investment manager and USD0.3 million (30 June 2016: USD1.7 million) (Note 18) in the outstanding accrued fees at the reporting date.

 

ii) 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. Total incentive fee payable for the year ended 30 June 2017 amounted to USD1.2 million (30 June 2016: nil) (Note 22), with USD0.2 million (30 June 2016: nil) (Note 19) in outstanding balance due to investment manager and USD1 million (30 June 2016: nil) (Note 18) in the outstanding accrued fees at the reporting date.

 

28 OPERATING LEASE COMMITMENTS

 

The Group leases various offices, land for BTS tower network and the 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.

 

At the reporting date the Group has the following commitments under non-cancellable operating lease agreements:

 

30 June 2017

30 June 2016

USD'000

USD'000

Within one year

256

6,755

Within two to five years

448

9,897

Over five years

85

435

Total

 

─────

789

═════

──────

17,087

══════

 

29 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.

 

As at 30 June 2017, there were no financial asset measured at fair value by valuation method held by the Company.

 

As at 30 June 2016, the financial assets measures at fair value in the balance sheet were 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

Ordinary shares - unlisted

-

38,245

-

38,245

─────

-

═════

──────

38,245

══════

─────

-

═════

──────

38,245

 ═════

 

During the year, there were no transfers between the fair value hierarchy levels (30 June 2016: nil). There were also no other reclassifications of financial assets in the current year and prior year.

 

ii) 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 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.

 

(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 29(a).

 

Recurring fair value measurements

 Level 1

Level 2

 Level 3

Total

USD'000

USD'000

USD'000

USD'000

As at 30 June 2017

 

Assets classified as held for sale

Plant and machinery - VIHL IBS

-

-

7,135

7,135

─────

─────

─────

─────

Total non-financial assets

-

-

7,135

7,135

═════

═════

═════

═════

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

═════

═════

═════

═════

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.

 

There were no transfers between levels in prior year.

 

i) 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 and plant and machinery;

- discounted cash flow ("DCF") method for level 3 plant and machinery.

 

ii) 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:

 

VIHL IBS network

 

- 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.

 

iii) Valuation process

 

After being classified as asset held for sale the fair value of BTS network and IBS system are based on the pricing terms set out in the sale and purchase agreements.

 

 

Sensitivity as at 30 June 2016:

 

Range of Unobservable inputs

Sensitivity on management's estimates

 

Change of input

 (Loss)/gain to fair value due to change

Assets classified as held for sale

 

Plant and machinery - 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 - BTS network

 

Before and after being classified as asset held for sale the fair value of BTS network was 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 applied by the Company in November 2016.

 

30 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 9 October 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 2017, 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 USD0.003 million (2016: a net exchange gain/loss of USD1.1 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 2017, following the final tender of listed portfolio shares, the Group has ceased its holding in VVF shares, therefor not exposed to any price risk.

 

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. The Group has no concentration in individual equity positions exceeding 5% of the Group's net assets. 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.

 

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. As at 30 June 2017, the Group currently has no financial liabilities exposed to fair value changes due to interest rate changes, therefor not exposed to any cash flow and interest rate risk. As at 30 June 2016, the Group had financial liabilities arising from long-term borrowings in USD with floating interest rates. The Group's forecast of the interest rates was favourable for the borrowings and it had 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.

 

All of the USD4.3 million (30 June 2016: USD25.6 million) cash and cash equivalents as at 30 June 2017 was deposited with a bank that has a Standard and Poors ('S&P') rating of AA- at the reporting date.

 

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 2017, the Group did not provide impairment for trade and receivables of assets of disposal groups classified as held for sale (30 June 2016: 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 6 relating to the prepayment for acquisition of investment in the Long An Industrial Service project. As at 30 June 2016, management did 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 2017

Trade and other payables (*)

-

1,773

-

-

1,773

Payable to related parties

-

203

-

-

203

Liabilities directly associated with assets classified as held for sale:

- Trade and other payables (*)

-

586

-

-

586

 

 

────

-

════

─────

2,562

═════

─────

-

═════

───

-

═══

──────

2,562

══════

 

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 LP Shares

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

══════

 

(*) 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.

 

31 SUBSEQUENT EVENTS

 

(a) Distributions to the shareholders

 

The Company announced a third and final distribution of USD12.6 million on 25 August 2017. On 21 September 2017, the Company revised the distribution to USD12.57 million, representing USD0.0359 for each Private Equity Share currently in issue. The Record Date for the distribution is 29 September 2017.

 

 

(b) Additional acquisition of 30% interest in Southern Star Telecommunication Equipment Joint Stock Company ("SST")

 

On 8 June 2017, the Company signed a share sale and purchase agreement to acquire the remaining 30% interest in SST for a cash consideration of VND68,085 million (equivalent to approximately USD3.0 million). Following completion of the transaction on 27 July 2017, the Company held 100% interest in SST and subsequently sold to the buyer in August 2017 as disclosed in note (c) below.

 

(c) Agreement to sell equity interest in Vietnam Infrastructure Holding Ltd.

 

On 26 May 2017, the Company signed a share sale and purchase agreement to transfer 100% of its holding of Vietnam Infrastructure Holding Ltd, for a cash consideration of approximately USD10.2 million which was fully received in August 2017. The Group no longer exerted control over Vietnam Infrastructure Holding Ltd. upon the closing of this transaction.

 

These consolidated financial statements were approved by the Board of Directors on 25 September 2017.

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