VNL.L Regulatory News (VNL)

VinaLand Limited

Audited financial results for the twelve months ended 30 June 2019

VinaLand Limited ("the Company" or "VNL") today announces its full year results for the twelve months ended 30 June 2019 ("the Year").

Financial highlights:

·; Net asset value per share at 30 June 2019 of USD0.006 (30 June 2018: USD0.29).

Operational highlights:

·; During the year, VNL divested its three remaining holdings, resulting in net proceeds of approximately USD38.4 million.

·; The Company made a distribution from its paid-in capital totalling of USD45.45 million or 31 cents per ordinary share to Shareholders.

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

About VinaCapital:

Founded in 2003, VinaCapital is a leading investment management and real estate development firm headquartered in Vietnam, with a diversified portfolio of USD1.8 billion in assets under management. The firm's flagship closed-ended VinaCapital Vietnam Opportunity Fund Limited trades on the Main Market of the London Stock Exchange. VinaCapital also manages several open-ended funds, including the Forum One - VCG Partners Vietnam Fund, one of Vietnam's leading UCITS-compliant funds, the Vietnam Access Fund, numerous segregated accounts, and four domestic funds. VinaCapital has joint ventures with Draper Fisher Jurvetson in venture capital (DFJV), and Warburg Pincus in hospitality and lodging (Lodgis). VinaCapital, which was named as "Best Fund House - Vietnam" for 2018 and 2019 by Asia Asset Management, has expertise spanning a full range of asset classes including capital markets, private equity, real estate, venture capital, and fixed income.

For more information about VinaCapital, please visit www.vinacapital.com.

Enquiries:

Michael Truong / Joel Weiden

VinaCapital Investment Management Limited

Investor Relations / Communications

+84 28 3821 9930

michael.truong@vinacapital.com / joel.weiden@vinacapital.com

Chairman's Statement

Dear Shareholders,

Over the course of the 2019 financial year ended 30 June 2019, VinaLand ("VNL" or "the Company") successfully fulfilled the objectives set by its shareholders: completing the divestment of assets, distributing capital and commencing an orderly wind up.

Asset Divestments

The Company's remaining holdings were divested:

·; 196HVT: This property, located in Ho Chi Minh City, was approved for a future hospitality development, and was acquired in 2008. In July 2018, VNL sold it at a total valuation of 22.1% above the 31 March 2018 unaudited net asset value, and 28.0% below the net asset value at the time of the 2016 EGM, including adjustments for additional investments over this period. This transaction resulted in net cash proceeds of USD2.8 million.

·; SGPY: This project was a small operating hotel located in Phu Yen that was acquired by the VNL in 2008. The divestment resulted in net cash proceeds of USD0.3 million, equal to both the 31 March 2018 unaudited net asset value and the net asset value at the time of the 2016 EGM (including adjustments for additional investments over this period).

·; Green Park Estate: Located in Ho Chi Minh City, this project was acquired by the Company in 2007 and consisted of land designated for a future mixed-use development. This divestment resulted in net cash proceeds of approximately USD35.3 million, which includes the repayment of shareholder loans. The total valuation is recorded at 22.5% above the 30 September 2018 unaudited net asset value, and 14.8% above the unaudited net asset value at the time of VNL's extraordinary meeting in November 2016. Both figures include adjustments for additional investments up to the date of exit.

Distributions

In December 2018, the Company completed a distribution of USD0.31 per ordinary share, totalling USD45.45 million.

Subsequent to the end of the financial year, the Company announced that it would make an additional distribution of USD 875,378 or USD 0.00597 per share, to be paid to shareholders on 6 September 2019.

Including this final distribution shareholders will have received USD1.17 per share since the divestment program started.

Corporate Matters

Although the outcome of the Annual General Meeting in December 2018 resulted in the liquidation process taking slightly longer than anticipated, we are now well on our way. Following that AGM, long time Directors Charles Isaac and Tran Trong Kien resigned from the Board and I want to take this opportunity to thank them once again for their diligence and commitment to seeing things through to their successful conclusion.

An Extraordinary General Meeting will be held in Singapore on 11 September 2019, at which a special resolution for VinaLand to be placed into voluntary liquidation will be put to shareholders for approval.

On behalf of fellow Director Ian Lydall, I would like to take this final opportunity to thank you for your patience and support as we have endeavoured to achieve the best possible outcome for our shareholders.

Michel Casselman

Chairman

VinaLand Limited

23 August 2019 

CONSOLIDATED BALANCE SHEET

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CASH FLOWS

(Indirect method)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 GENERAL INFORMATION

VinaLand 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 Company's primary objective is to focus on key growth segments within Vietnam's emerging real estate market, namely residential, office, retail, industrial and leisure projects in Vietnam and the surrounding countries in Asia. The Company is listed on the AIM Market of the London Stock Exchange under the ticker symbol VNL.

At an Extraordinary General Meeting ("EGM") held on 21 November 2012 the shareholders approved a proposal that the Company make no new investments and dispose of a portion of its investments in a controlled and orderly manner so as to maximise returns to shareholders. At a subsequent EGM held on 18 November 2016 this strategy was expanded to include the disposal of all remaining investments. The key changes impacting these financial statements were summarised as follows:

·; The new strategy involved the orderly sell down of investments in conjunction with ongoing development of selected projects to maximise returns to shareholders. All projects would be realised over a period of approximately three years and the proceeds collected, less operating costs, would be returned to shareholders.

·; The Third Amended and Restated Investment Management Agreement introduced a new fee structure composed of disposal and alignment fees, prepayment advances and a retention account to ensure that the Investment Manager was incentivised to meet the investing policy (Note 20).

On 23 July 2018, the Company announced that it had disposed of substantially all of its assets. In accordance with paragraph 5.6 of the AIM Note for Investing Companies, which forms part of the AIM Rules, the Company had 12 months to begin an orderly wind up of the Company and cancellation of its shares from trading on AIM, ultimately resulting in a voluntary liquidation. If this was not fulfilled, the Company's shares would be suspended from trading on AIM in July 2019. Since 24 July 2019, pursuant to AIM Rule 15, the Company's shares have been temporarily suspended from trading on AIM.

The consolidated financial statements for the year ended 30 June 2019 were approved for issuance by the Company's Board of Directors on 23 August 2019.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of preparation

The consolidated financial statements of the Group for the year ended 30 June 2019 comprise the Company and its subsidiaries (together, the "Group") and the Group's interests in associates.

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The consolidated financial statements of the Group comply with IFRS as issued by the International Accounting Standards Board ("IASB").

Going concern

On 23 July 2018, the Company announced that it had disposed of substantially all of its assets. In accordance with paragraph 5.6 of the AIM Note for Investing Companies, which forms part of the AIM Rules, the Company had 12 months to begin an orderly wind up of the Company and cancellation of its shares from trading on AIM, ultimately resulting in a voluntary liquidation. If this was not fulfilled, the Company's shares would be suspended from trading on AIM in July 2019. Since 24 July 2019, pursuant to AIM Rule 15, the Company's shares have been temporarily suspended from trading on AIM. 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 consolidated financial statements have been prepared using the historical cost convention, as modified by the revaluation of investment properties, property, plant and equipment, financial assets and financial liabilities at fair value through profit or loss, the measurement bases of which are described in the accounting policies below.

2.1 Changes in accounting policy and disclosures

(a) New and amended standards adopted by the Group

There are no standards, interpretations or amendments to existing standards that are effective for the first time for the financial year beginning 1 July 2018 that have had a material impact on the Group.

(b) New standards, amendments and interpretations issued but not yet effective and not early adopted

At the date of authorisation of these consolidated financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been early adopted by the Group.

The Board anticipates that all such pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective dates of these pronouncements. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's consolidated financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's consolidated financial statements.

IFRS 16, "Leases", was issued in January 2016. It will result in almost all leases being recognised on the balance sheet by lessees, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The Group has reviewed all of the Group's leasing arrangements over the last year in light of the new lease accounting rules in IFRS 16. The standard will affect primarily the accounting for the Group's operating leases. There is no impact to the consolidated financial statements of the Group as all of these lease arrangements are short-term and have low value.

The Group will apply the standard from its mandatory adoption period for the year ending 30 June 2020. The Group intends to apply the simplified transition approach and will not restate comparative amounts for the year prior to first adoption. All right-of-use assets will be measured at the amount of the lease liability on adoption (adjusted for any prepaid or accrued lease expenses).

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

2.2 Consolidation

(a) Subsidiaries

Subsidiaries are all entities (including structured 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 over 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.

The majority of the Group's subsidiaries have a reporting date of 30 June. For those subsidiaries with a different reporting date, the Group consolidates management information prepared for the year to 30 June.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Gain on bargain purchase is immediately allocated to the consolidated income statement as at the acquisition date.

Inter-company transactions, balances, income and expenses on transactions between the Group's companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(b) Changes in ownership interests in subsidiaries without change of control

Changes in ownership of interests in a subsidiary that do not result in loss of control of the subsidiary are accounted for as equity transactions whereby the difference between the consideration paid and the proportionate change in the parent entity's interest in the carrying value of the subsidiary's net assets is recorded in equity and attributable to the owners. No adjustment is made to the carrying value of the subsidiary's net assets as reported in the consolidated financial statements.

(c) Disposal of subsidiaries

When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

(d) Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. Under the equity method, the carrying amount of the investment is increased or decreased to recognise the Group's share of the profit or loss of the investee after the date of acquisition. The Group's investments in associates include goodwill identified on acquisition.

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

The Group's share of post-acquisition profit or loss of an associate is recognised in the consolidated income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associates is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount as 'share of profit/(loss) of associates' in the consolidated income statement.

Profits and losses resulting from upstream and downstream transactions between the Group and its associates are recognised in the Group's consolidated financial statements only to the extent of unrelated investors' interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Dilution gains and losses arising in investments in associates are recognised in the consolidated income statement.

2.3 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 of the Group's investments is Vietnam Dong ("VND"). The financial statements prepared using VND are then translated into the presentation currency of USD. USD is used as the presentation currency because it is the primary basis for the measurement of the performance of the Group (specifically changes in the net asset value of the Group) and a large proportion of significant transactions of the Group are denominated in USD.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated income statement.

Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.

Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available for sale, are included in other comprehensive income.

(c) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

(ii) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

(iii) all resulting exchange differences are recognised in other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

2.5 Leases

Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the leases' commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the group as lessee are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

2.6 Non-current assets (or disposal groups) and liabilities held for sale

Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable at the reporting date. They are presented separately in the consolidated balance sheet. They are measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair values less costs to sell. Assets held for sale are not subject to depreciation or amortisation subsequent to their classification as held for sale.

Liabilities are classified as held for sale and presented as such in the consolidated balance sheet if they are directly associated with a disposal group.

2.7 Financial assets

(a) Classification

From 1 July 2018, the Group classifies its financial assets in the following measurement categories:

·; those to be measured subsequently at fair value through profit or loss ("FVPL"), and

·; those to be measured at amortised cost.

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income ("OCI"). For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income ("FVOCI").

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

(b) Recognition and derecognition

Regular way purchases and 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.

(c) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

·; Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the consolidated income statement.

·; FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line items in the consolidated income statement.

·; FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.

The Group had no investments in equity instruments during the year ended 30 June 2019.

(d) Impairment

From 1 July 2018, the Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the group applies the simplified approach permitted by IFRS 9, "Financial instruments", which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(e) Accounting policies applied until 30 June 2018

The Group has applied IFRS 9 retrospectively, but has elected not to restate comparative information. As a result, the comparative information provided continues to be accounted for in accordance with the Group's previous accounting policy.

Classification

Until 30 June 2018, the group classified its financial assets in the following categories:

·; Financial assets at fair value through profit or loss: Financial assets at fair value through profit or loss included financial assets that were either classified as held for trading or designated by the Investment Manager to be carried at fair value through profit or loss at inception. Financial assets at fair value through profit or loss held by the Group included unlisted equity securities. Derivatives were also categorised as held for trading unless they were designated as hedges. Assets in this category were classified as current assets if expected to be settled within 12 months; otherwise they were classified as non-current.

·; Loans and receivables: Loans and receivables were non-derivative financial assets with fixed or determinable payments that were not quoted in an active market. They were included in current assets, except for maturities greater than 12 months after the end of the reporting period, which were classified as non-current assets. The Group's loans and receivables comprised 'trade and other receivables' and 'cash and cash equivalents' in the consolidated balance sheet as at 30 June 2018.

Recognition and measurement

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

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

Net changes in fair value of financial assets at fair value through profit or loss included net unrealised gains in fair value of financial assets and net gains from realisation of financial assets during the year.

Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category were presented in the consolidated income statement within 'net changes in fair value of financial assets at fair value through profit or loss' in the period in which they arose.

Impairment

The Group assessed at the end of each reporting period whether there was objective evidence that a financial asset or group of financial assets was impaired. A financial asset or a group of financial assets was impaired and impairment losses were incurred only if there was 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) had an impact on the estimated future cash flows of the financial asset or group of financial assets that could be reliably estimated. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost was considered an indicator that the assets were impaired.

2.8 Cash and cash equivalents

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

2.9 Share capital

Ordinary shares are classified as equity. Share capital is determined using the nominal value of shares that have been issued. Additional paid-in capital includes any premiums received on the initial issuance of the share capital. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.10 Ordinary shares acquired by the Company

Shares which are repurchased by the Company are cancelled and whilst the amount of the authorised share capital is not affected, the issued share capital is reduced accordingly.

If the cost of purchasing ordinary shares is less than the net asset value attributable to the shares acquired, the difference is transferred to the Company's equity reserve. If the cost of purchasing ordinary shares is greater than the net asset value of the shares, i) the amount of any equity reserve, additional paid-in capital account or fully paid share capital of the Company, and ii) any amount representing unrealised profits of the Company for the time being standing to the credit of any revaluation reserve maintained by the Company may be reduced by a sum not exceeding the amount by which the repurchase payment exceeds the net asset value of the shares.

2.11 Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.12 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 claims from or obligations to fiscal authorities relating to the current or prior reporting periods that are not yet settled 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.

However, 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 a 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. 

2.13 Provisions, contingent, liabilities and contingent assets

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.

The Group does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the rare circumstance where there is a liability that cannot be recognised because it cannot be measured reliably. A contingent asset is a possible asset that arises from past events, whose existence will be confirmed by uncertain future events beyond the control of the Group. The Group does not recognise contingent assets but discloses their existence when inflows of economic benefits are probable, but not virtually certain.

2.14 Revenue recognition

(a) Interest income

Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables is recognised using the original effective interest rate.

(b) Dividend income

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

2.15 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 owing directly, or indirectly, an interest in the voting power of the Company that give them significant influence over the Company, key management personnel, including directors and officers of the Company and the close members of the family. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.

2.16 Disposal fee and alignment fee

The disposal fee and alignment fee liabilities are designated as financial liabilities at fair value through profit or loss, net of any prepayment advances received up to the date of the balance sheet. Management estimates the fees' fair value at each balance sheet date using a discounted cash flow model based on the Company's projected completion, collections of proceeds from sales of the remaining properties and distributions to shareholders. The change in liabilities due to the Investment Manager during the year is included as "disposal fee and alignment fee (expense)/recovery" in the consolidated income statement and is further described in Note 20 to these consolidated financial statements. An expense results from an increase in the liabilities to the Investment Manager, and a recovery of previously expensed disposal fee and alignment fee results from a decrease in the disposal fee and alignment fee liability to the Investment Manager at the reporting date.

2.17 Loss per share and net asset value per share

The Group presents basic loss per share for its ordinary shares. Basic loss per share is calculated by dividing the profit or loss attributable to the ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding during the year to assume conversion of all dilutive potential ordinary shares.

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

2.18 Segment reporting

An operating segment is a component of the Group:

·; that engages in investment activities from which it may earn revenues and incur expenses;

·; whose operating results are based on internal management reporting information that is regularly reviewed by the Investment Manager to make decisions about resources to be allocated to the segment and assess its performance; and

·; for which discrete financial information is available.

3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

When preparing the consolidated financial statements, the Group undertakes a number of accounting 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.

There are no significant accounting estimates in the consolidated financial statements for the year ended 30 June 2019.

4 SEGMENT ANALYSIS

In identifying its operating segments, management generally follows the Group's sectors of investment 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 commercial, residential and office buildings, hospitality, mixed-use segments and cash and deposits.

The activities undertaken by the commercial segment include the development and operation of investment properties. Apartments and villas properties which are developed for sale, land and office buildings are included in the residential and office buildings segment. The hospitality segment includes the development and operation of hotels and related services. The mixed-use segment includes multi-purpose projects. Strategic decisions are made on the basis of segment operating results.

Each of the operating segments is managed and monitored separately by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses segment profit or loss using a measure of operating profit or loss from the investment assets. Although IFRS 8 requires measurement of segmental profit or loss, the majority of expenses are common to all segments and therefore cannot be individually allocated. There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.

There is no measure of segment liabilities regularly reported to the Investment Manager; therefore, liabilities are not disclosed in the sector analyses.

Segment information can be analysed as follows for the reporting years:

(a) Consolidated income statement

(a) Consolidated balance sheet

5 SUBSIDIARIES

As at 30 June 2018 and 30 June 2019, the Group had the following principal subsidiaries which are held through special purpose vehicles established outside of Vietnam:

During the year, the Group sold all of its remaining principal subsidiaries, details of which are provided on the following pages. The major assets and liabilities in the subsidiaries disposed of were as follows:

Details of the loss on disposals of subsidiaries were as follows:

Sale of VinaCapital Commercial Center Limited

During the year, the Group sold its 38.2% equity interest in VinaCapital Commercial Center Limited for total consideration of USD0.6 million. The book value of the net assets at the sale date was USD0.2 million and the reclassification of translation reserve on disposal was USD0.8 million, resulting in a loss of USD0.4 million.

Sale of SIH Real Estate Limited Company

During the year, the Group sold its 75% equity interest in SIH Real Estate Limited Company for total consideration of USD1. The book value of the net liabilities at the sale date was USD0.3 million and the reclassification of translation reserve on disposal was USD0.6 million, resulting in a loss of USD0.3 million.

6 CASH AND CASH EQUIVALENTS

Cash equivalents include short-term highly liquid investments with original maturities of three months or less.

At 30 June 2019, cash and cash equivalents held at the Company level amounted to USD4.4 million (30 June 2018: USD27.8 million).

In accordance with the Third Amended Management Agreement, 20% of any disposal fee and alignment fee payable to the Investment Manager is to be deposited into a separate bank account under the Company's name ("the Retention Account"). These funds will be distributed upon the performance of certain milestones by the Investment Manager. The Company has no specific rights to these funds. Included in cash and cash equivalents as at 30 June 2019 was USD3.6 million transferred into the Retention Account (as at 30 June 2018: USD1.2 million).

7 FINANCIAL INSTRUMENTS BY CATEGORY

Financial assets

On 1 July 2018 (the date of initial application of IFRS 9), the Group assessed which business models applied to the financial assets held by the Group and has classified its financial instruments into the appropriate IFRS 9 categories as follows.

Financial liabilities

8 ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

As at 30 June 2019, the Group had no assets and liabilities classified as held for sale.

For the comparative balance sheet date:

Management's view is that all of the Group's assets and liabilities classified as held for sale are in Level 3 of the fair value hierarchy. The major classes of assets and liabilities and their movements during the year are as follows:

For the comparative year:

9 SHARE CAPITAL

The Company considers investors holding more than a 10% beneficial interest in the ordinary shares of the Company as major shareholders. As at 30 June 2019, four investors held more than 10% of the ordinary shares of the Company (30 June 2018: four).

During the year, the Company purchased and cancelled 16,780,000 of its ordinary shares (30 June 2018: 94,587,732 shares) for total cash consideration of USD4.7 million (30 June 2018: USD73.0 million) at an average cost of USD0.28 per share (30 June 2018: USD0.772 per share). The difference between the cost of the shares repurchased and their net asset value has been recorded in an equity reserve.

The Company announced on 23 August 2019 that it would make an additional distribution of USD875,378 or USD0.00597 per share, to be paid to shareholders on 6 September 2019.

10 ADDITIONAL PAID-IN CAPITAL

Additional paid-in capital represents the excess of consideration received over the par value of shares issued.

On 16 November 2018, the Company announced that it would make a distribution of capital from its additional paid-in capital of USD45.5 million or 31 cents per ordinary share. As at 30 June 2019, this amount had been fully distributed.

11 TRADE AND OTHER PAYABLES

All trade and other payables are short-term in nature. Their carrying values approximate their fair values as at the date of the consolidated balance sheet.

12 SELLING AND ADMINISTRATION EXPENSES

(*) These expenses primarily relate to the operating activities of the Company such as legal and professional fees, audit fees, valuation fees, fund administrative and custodian fees, directors' fees.

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

13 GAIN/(LOSS) ON DISPOSAL OF INVESTMENTS, NET

14 FINANCE EXPENSES

15 INCOME TAX

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

The majority of the Group's subsidiaries are domiciled in the British Virgin Islands ("BVI") and so have a tax exempt status. A number of subsidiaries are established in Vietnam and Singapore and are subject to corporate income tax in those countries. Deferred tax assets/liabilities of these subsidiaries are estimated based on the tax legislation of each jurisdiction and included in the deferred income tax assets/liabilities on the consolidated balance sheet.

As is the case with many other developing countries, Vietnam is in the process of implementing comprehensive tax regulations. As a result, the administration of tax regulations by government agencies may be subject to considerable discretion, and in many areas, the legal framework is uncertain and subject to interpretation. The Group has provided for all taxes expected to be payable by it under the current tax regulations in Vietnam. There is, however, an ongoing risk that government agencies might seek to impose additional taxes on the Group based on different interpretations of the regulations or through the retrospective application of new regulations.

No provision has been made for corporate income tax payable by the Vietnamese subsidiaries for the year because these subsidiaries do not have taxable income in Vietnam (30 June 2018: nil).

The relationship between the expected tax expense based on the applicable tax rate of 0% and the tax expense actually recognised in the consolidated income statement can be reconciled as follows:

(*) Those amounts represent the deferred income tax income which arises from the gains and losses on fair value adjustments of investment properties and property, plant and equipment and the reversal of deferred income tax assets and liabilities as a result of changes to assumptions during the year.

16 PROFIT/(LOSS) AND NET ASSET VALUE PER SHARE

(a) Basic

(b) Diluted

Diluted profit/(loss) per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has no category of potential dilutive ordinary shares. Therefore, diluted profit/(loss) per share is equal to basic profit/(loss) per share.

(c) Net asset value per share

17 TOTAL EXPENSE RATIO

The total expense ratio ("TER") has been calculated in accordance with the Association of Investment Companies ("AIC") recommended methodology dated May 2012, which excludes disposal and alignment fees from the calculation. It is the ratio of annualised ongoing charges over the average undiluted net asset value during the year.

The total expense ratio includes directors' fees and expenses, recurring audit and tax services, custody and fund administration services, fund accounting services, secretarial services, registrars' fees, public relations fees, insurance premiums, regulatory fees and similar charges.

18 COMMITMENTS

As at 30 June 2019, the Group was not committed to any lease agreements (as at 30 June 2018: USD6,000).

As at 30 June 2019 and 30 June 2018, there were no commitments for future construction work for the Group's properties held by subsidiaries.

19 DIRECTORS' FEES AND MANAGEMENT'S REMUNERATION

The aggregate annual directors' fees amounted to USD200,000 (year ended 30 June 2018: USD260,000) of which there were no outstanding payables at the reporting date (30 June 2018: nil).

The details of annual remuneration by director are summarised below:

(*) Charles Isaac and Tran Trong Kien resigned on 14 December 2018.

20 RELATED PARTY TRANSACTIONS AND BALANCES

Management, disposal and alignment fees