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Audited results for the 12 months ended 30 Jun 13

22 Oct 2013 17:32

RNS Number : 1351R
VinaLand Limited
22 October 2013
 



22 October 2013

VinaLand Limited

Audited financial results for the twelve months ended 30 June 2013

VinaLand Limited ("the Company" or "VNL"), the AIM-quoted investment vehicle established to target strategic segments within Vietnam's emerging real estate market, today announces its full year results for the twelve months ended 30 June 2013 ("the Period").

Financial highlights:

· Net asset value per share at 30 June 2013 of USD0.93 (2012: USD1.11).

Operational highlights:

· Successful EGM vote in November 2012 which has resulted in fundamental changes to the Company's investment policy, including the adoption of a three year realisation strategy and the return of funds to shareholders.

· Divested stakes in four projects, including the Nguyen Du office building, Sheraton Nha Trang hotel, and the Signature One and Hao Khang development sites for combined net proceeds of USD13.6 million.

Commenting, Nicholas Brooke, Chairman of VinaLand Limited said:

"This has been both a busy and important year for the Company. After the approval of its continuation by shareholders in November the Board and the Investment Manager have set about implementing the Company's new strategy and enhancing its corporate governance practices. Of particular note, stakes in four projects have been realised since the EGM and at a combined value of 5.2% above the carrying values of the assets at their disposal dates, and the Company announcing the holding of its first Annual General Meeting, which will be held in November this year."

Notes to Editors:

VinaCapital is the leading investment management and real estate development firm in Vietnam, with a diversified portfolio of USD1.5 billion in assets under management. VinaCapital was founded in 2003 and boasts a team of managing directors who bring extensive international finance and investment experience to the firm. Our mission is to produce superior returns for investors by using our experience and knowledge to identify the key trends and opportunities that emerge as Vietnam continues to develop its economy. To achieve this, VinaCapital has industry-leading asset class teams covering capital markets, private equity, fixed income, venture capital, real estate and infrastructure.

VinaCapital manages three closed-end funds trading on the AIM Market of the London Stock Exchange. These funds are: VinaCapital Vietnam Opportunity Fund Limited (VOF), VinaLand Limited (VNL), and Vietnam Infrastructure Limited (VNI). VinaCapital also co-manages the USD32 million DFJ VinaCapital L.P. technology venture capital fund with Draper Fisher Jurvetson.

VinaCapital has offices in Ho Chi Minh City, Hanoi, Danang, Nha Trang and Singapore. More information about VinaCapital is available at www.vinacapital.com.

More information on VinaLand Limited is available at www.vinacapital.com/vnl

Enquiries:

 

David Dropsey

VinaCapital Investment Management Limited

Investor Relations/Communications

+84 8 821 9930

david.dropsey@vinacapital.com

 

Philip Secrett

Grant Thornton UK LLP, Nominated Adviser

+44 (0)20 7383 5100

philip.j.secrett@uk.gt.com

 

Hiroshi Funaki

Edmond de Rothschild Securities, Broker

+44 (0)20 7845 5960

funds@lcfr.co.uk

 

David Benda / Hugh Jonathan

Numis Securities Limited

+44 (0)20 7260 1000

funds@numis.com 

 

Andrew Walton

FTI Consulting, Public Relations (London)

+44 20 7269 7204

andrew.walton@fticonsulting.com

 

 

 

Dear Shareholders,

 

Over the past twelve months, Vietnam's economic environment has continued to stabilise with receding long-term interest rates and inflation tapering downwards coupled with an unprecedented period of domestic currency stabilisation against the USD. Following a peak of 23 percent in August 2011, Vietnam's monthly consumer price index became the Government's primary objective and this has reduced to approximately 6.5 percent on a year-on-year basis throughout 2012 and the first half of 2013. However, despite some improvement to the economic environment, Vietnam's real estate market has seen very little improvement from the past year. Notwithstanding lending rates for medium term loans from commercial banks have come down from 21 percent to approximately 13 - 15 percent, banks remain highly cautious about lending to real estate related projects due to the elevated levels of nonperforming loans (NPLs) on their balance sheets. The government has taken steps to improve the NPL situation by establishing the Vietnam Asset Management Company (VAMC) in the second quarter of 2013. The State Bank of Vietnam estimates that the VAMC could purchase up to USD3.3 billion worth of NPLs during the first year in an effort to improve the country's credit environment.

 

In November 2012, the Board convened an Extraordinary General Meeting (EGM) centred on the continuation and strategy of the Company for the next three years. The detailed proposals were finalised after the Board consulted with shareholders, corporate advisers and the Investment Manager and represented the most significant change to the Company since it was established in 2006. As a result of the successful conclusion of this EGM, with two thirds of participating shareholders voting in support of the proposals, fundamental changes were made to the Company's investment policy, including the adoption of a three year realisation strategy and the return of funds to shareholders. In addition to changes to the investment and distribution strategies, the investment management agreement was revised to better align the interests of the Investment Manager and shareholders and a commitment was made to update the Company's corporate governance practices.

 

Since the EGM, VNL has divested its stake in four projects, including the Nguyen Du office building, Sheraton Nha Trang hotel, and the Signature One and Hao Khang development sites for combined net proceeds of USD13.6 million. Additionally, as a result of these divestments, VNL has reduced project level bank debt by approximately USD38.0 million. Unfortunately the net proceeds from these divestments have not been sufficient to make any sizable distributions to shareholders.

 

The financial results of VNL for the fiscal year ending 30 June 2013 primarily reflect a further deterioration in the real estate sector in Vietnam and the impact of the Company's realisation strategy. VNL's audited NAV per share fell from USD1.11 as at 30 June 2012 to USD0.93 as at 30 June 2013, representing a 16.2 percent decline year-on-year. VNL's share price stabilised following the EGM vote, closing FY 2013 at USD0.46 per share, down 4.2 percent from USD0.48 per share in FY 2012. As a result, VNL's share price to NAV discount narrowed to 50.5 percent from 57.9 percent a year ago.

 

During the financial year, VNL repurchased and cancelled 12.2 million ordinary shares. In total the Company has now cancelled 18.7 million ordinary shares, representing 3.73 percent of the total shares in issue prior to the commencement of the share buyback program. The Board remains committed to the share buyback programme; however, cash available for share repurchases will be limited until such time as there is a major asset disposal.

 

I am pleased to confirm that the Company will hold its first Annual General Meeting during November 2013. The circular for this meeting will be posted to shareholders, notified through the regulatory news service and available on the Company's website. At the meeting the Board will put forward several important resolutions under its commitment to update the Company's corporate governance practices. Specifically, the meeting will initiate the commencement of a director rotation policy with the two longest standing directors standing for re-appointment. The Board will also recommend that the threshold for shareholders to call an EGM be lowered and that the cap on directors' fees be increased to both eliminate the Investment Manager's subsidy of directors' fees set in 2006 and to enable directors to be remunerated at a level that fairly reflects the work they undertake. As an appreciation of the importance of this matter the Investment Manager has offered to reduce its annual management fee by half of the amount of the increase in the cap. These are important changes that I hope you will support.

I will be stepping down as a Chairman of VNL with effect from the 1st November 2013 and will be succeeded by Michel Casselman, a current member of the Board. I would like to thank my colleagues on the Board and the Investment Manager for their support throughout my term of office.

 

We highly appreciate the feedback that shareholders have provided over the last year and look forward to your continuing support.

 

 

Nicholas Brooke

Chairman

VinaLand Limited

21 October 2013

CONSOLIDATED BALANCE SHEET

 

30 June 2013

30 June 2012

Note

USD'000

USD'000

Reclassified

ASSETS

Non-current

Investment properties

5

514,587

606,971

Property, plant and equipment

6

55,403

103,887

Goodwill

7

-

3,923

Intangible assets

8

10,987

11,843

Investments in associates

9

55,594

55,332

Prepayments for operating lease assets

10

986

2,944

Prepayments for acquisitions of investments

11

65,681

66,591

Receivable from a related party

38

960

-

Other non-current financial assets

843

601

Trade and other receivables

14

39,656

23,248

Deferred tax assets

12

6,037

13,021

──────

───────

Total non-current assets

750,734

888,361

──────

───────

Current

Inventories

13

121,510

141,243

Trade and other receivables

14

31,634

31,666

Tax receivables

2,554

4,472

Receivables from related parties

38

427

1,450

Short-term investments

2,997

949

Financial assets at fair value through profit or loss

2,992

3,036

Cash and cash equivalents (excluding bank overdrafts)

15

16,496

40,076

──────

───────

Total current assets

178,610

222,892

Assets classified as held for sale

17

-

23,009

 

Total assets

──────

929,344

═════

────────

1,134,262

══════

 

 

 

 

 

 

 

 

 

 

 

 

 

30 June 2013

30 June 2012

Note

USD'000

USD'000

Reclassified

EQUITY AND LIABILITIES

EQUITY

Equity attributable to equity shareholders of

the parent

Share capital

18

4,813

4,935

Additional paid-in capital

19

567,374

580,835

Equity reserve

11,995

3,991

Revaluation reserve

20

-

4,186

Translation reserve

(91,992)

(87,509)

(Accumulated losses)/retained earnings

(45,412)

39,910

───────

───────

446,778

546,348

Non-controlling interests

204,044

180,088

 

Total equity

───────

650,822

 ───────

───────

726,436

───────

LIABILITIES

Non-current

Borrowings and debts

21

83,892

95,153

Non-current trade and other payables

22

34,090

30,015

Long-term payable to related parties

38

28,218

44,882

Deferred tax liabilities

23

27,594

50,360

───────

───────

Total non-current liabilities

173,794

220,410

Current

Trade and other payables

24

82,459

119,784

Tax payables

1,025

2,662

Payables to related parties

38

9,042

36,744

Borrowings and debts

21

12,202

28,226

───────

───────

Total current liabilities

104,728

187,416

Liabilities classified as held for sale

17

-

-

 

Total liabilities

════════

278,522

════════

407,826

 

Total equity and liabilities

════════

929,344

════════

1,134,262

════════

════════

Net assets per share attributable to equity

shareholders of the parent (USD per share)

 

34

 

0.93

 

1.11

════════

════════

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Equity attributable to equity shareholders of the parent

 

 

 

 

Share

capital

 

Additional paid-in capital

 

 

Equity reserve

 

 

Revaluation reserve

 

 

Translation reserve

Retained earnings/

(Accumulated losses)

 

Non-

controlling interests

 

 

Totalequity

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Balance at 1 July 2011

4,999

588,870

-

7,054

(81,259)

143,675

220,565

883,904

Loss for the year

-

-

-

-

-

(98,889)

(50,585)

(149,474)

Currency translation

-

-

-

-

(6,250)

-

(3,858)

(10,108)

Revaluation losses on buildings (Note 20)

-

-

-

(2,868)

-

-

(1,135)

(4,003)

 

Total comprehensive loss

─────

-

─────

─────

-

─────

─────

-

─────

─────

(2,868)

─────

─────

(6,250)

─────

──────

(98,889)

──────

─────

(55,578)

─────

───────

(163,585)

───────

Repurchase and cancellation of shares

(Notes 18, 19)

 

(64)

 

(8,035)

 

3,991

 

-

 

-

 

-

 

-

 

(4,108)

Capital contributions in subsidiaries

-

-

-

-

-

-

1,053

1,053

Decrease due to capital reduction

-

-

-

-

-

-

(2,509)

(2,509)

Transferred from shareholder loans

-

-

-

-

-

-

19,972

19,972

Dividend distributions to non-controlling interests

-

-

-

-

-

-

(150)

(150)

Reversal of non-controlling interests in subsidiaries

-

-

-

-

-

(4,876)

(3,265)

(8,141)

 

Balance at 30 June 2012

────

4,935

════

──────

580,835

══════

────

3,991

════

─────

4,186

═════

─────

(87,509)

═════

─────

39,910

═════

──────

180,088

══════

──────

726,436

══════

 

Balance at 1 July 2012

4,935

580,835

3,991

4,186

(87,509)

39,910

180,088

726,436

Loss for the year

-

-

-

-

-

(90,137)

(26,296)

(116,433)

Currency translation

-

-

-

-

(5,201)

-

(2,128)

(7,329)

Revaluation gains on buildings (Note 20)

-

-

-

924

-

-

545

1,469

Disposals of subsidiaries

-

-

-

(5,110)

718

5,110

-

 718

 

Total comprehensive loss

─────

-

─────

─────

-

─────

─────

-

─────

─────

(4,186)

─────

─────

(4,483)

─────

──────

(85,027)

──────

──────

(27,879)

──────

───────

(121,575)

───────

Repurchase and cancellation of shares

(Notes 18,19)

 

(122)

 

(13,461)

 

8,004

 

-

 

-

 

-

 

-

 

(5,579)

Capital contributions in subsidiaries

-

-

-

-

-

-

393

393

Decrease due to capital reduction

-

-

-

-

-

-

(2,735)

(2,735)

Disposals of subsidiaries

-

-

-

-

-

-

 11,414

 11,414

Transferred from shareholder loans

-

-

-

-

-

-

43,023

43,023

Dividend distributions to non-controlling interests

-

-

-

-

-

-

(305)

(305)

Acquisition of non-controlling interests in subsidiaries

 

-

 

-

 

-

 

-

 

-

 

(295)

 

45

 

(250)

 

Balance at 30 June 2013

────

4,813

════

──────

567,374

══════

────

11,995

════

─────

-

═════

─────

(91,992)

═════

─────

(45,412)

═════

──────

204,044

══════

──────

650,822

══════

 

CONSOLIDATED INCOME STATEMENT

 

Year ended

30 June 2013

30 June 2012

Note

USD'000

USD'000

Revenue

25

67,403

69,770

Cost of sales

26

(61,156)

(56,231)

──────

──────

Gross profit

6,247

13,539

Net loss on fair value adjustments of investment

properties and revaluations of property, plant and

equipment

 

 

27

 

 

(85,355)

 

 

(101,290)

Selling and administration expenses

28

(33,394)

(34,415)

Net changes in fair value of financial assets at fair value through profit or loss

 

29

 

(44)

 

(1,808)

Gains on disposals of investments, net

765

4,877

Impairment of assets

30

(12,857)

(18,740)

Finance income

31

2,531

6,943

Finance expenses

32

(7,371)

(10,356)

Share of loss of associates

9

(2,356)

(653)

Other income

1,201

2,193

Other expenses

(975)

(1,290)

───────

──────

Net loss before income tax from operations

(131,608)

(141,000)

Income tax

33

15,175

(8,474)

───────

──────

Net loss from operations

(116,433)

(149,474)

Attributable to equity shareholders of the parent

(90,137)

(98,889)

Attributable to non-controlling interests

(26,296)

(50,585)

───────

──────

Net loss for the year

(116,433)

(149,474)

═══════

══════

Loss per share

- basic and diluted (USD per share)

 

34

 

(0.19)

 

(0.20)

───────

──────

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Net loss for the year

(116,433)

(149,474)

Other comprehensive loss

Items that may not be reclassified subsequently

to profit or loss:

Revaluation gains/(reversal) on buildings

20

1,469

(4,003)

───────

───────

1,469

(4,003)

Items that may be reclassified subsequently

to profit or loss:

Exchange differences on translating foreign operations

(7,329)

(10,108)

Reclassification of currency translation reserve on

disposal of a subsidiary

 

718

 

-

───────

───────

(6,611)

(10,108)

───────

──────

Other comprehensive loss for the year

(5,142)

(14,111)

Total comprehensive loss for the year

(121,575)

(163,585)

───────

──────

Attributable to equity shareholders of the parent

(93,696)

(108,007)

Attributable to non-controlling interests

(27,879)

(55,578)

───────

───────

(121,575)

(163,585)

═══════

═══════

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

Year ended

30 June 2013

30 June 2012

Note

USD'000

USD'000

Operating activities

Loss before tax

(131,608)

(141,000)

Adjustments for:

Depreciation and amortisation

6, 8

8,160

8,735

Net changes in fair value of financial assets at fair value

through profit or loss

 

29

 

44

 

1,808

Net loss on fair value adjustments of investment properties

and revaluations of property, plant and equipment

 

27

 

85,355

 

101,290

Net losses on disposals of fixed assets and written-off account balances

 

200

 

847

Gains on disposals of investments, net

(765)

(4,877)

Impairment of assets

30

12,857

18,740

Share of associates' losses

9

2,356

653

Unrealised foreign exchange losses

32

453

1,495

Interest expense

32

5,869

8,377

Interest income

31

(2,455)

(6,701)

 

Net loss before changes in working capital

──────

(19,534)

──────

(10,633)

──────

──────

Change in trade receivables and other current assets

5,417

13,680

Change in inventories

24,507

(14,213)

Change in trade payables and other current liabilities

(25,785)

2,311

Income tax paid

(1,781)

(1,996)

 

Net cash outflow to operating activities

──────

(17,176)

──────

──────

(10,851)

──────

Investing activities

Interest received

2,485

7,324

Dividend received

123

-

Purchases of investment properties, property, plant and equipment, and other non-current assets

 

(6,322)

 

(44,041)

Proceeds from disposals of investments

6,512

28,490

Proceeds from disposals of held-for-sale assets/liabilities and financial assets held at fair value through profit or loss

 

4,583

 

16,693

Investments in associates

(90)

-

Net (deposits)/proceeds from short-term investments

(2,048)

2,656

 

Net cash inflow from investing activities

──────

5,243

──────

──────

11,122

──────

 

 

 

 

 

 

 

 

Year ended

30 June 2013

30 June 2012

Note

USD'000

USD'000

Financing activities

Additional capital contributions from non-controlling interests

393

1,053

Ordinary shares acquired by the Company 18

(5,579)

(4,126)

Acquisitions of non-controlling interests in subsidiary, net of cash

(250)

-

Loan proceeds from banks

23,364

18,699

Loan repayments to banks

(11,010)

(11,516)

Loan proceeds from shareholders

-

1,360

Loan repayments to shareholders

-

(1,616)

Dividends paid to non-controlling interests

(305)

(150)

Interest paid

(13,626)

(8,835)

Capital refunded to non-controlling interests

(2,735)

(2,509)

Loan proceeds from non-controlling interests

-

27

Loan repayments to non-controlling interests

(1,859)

(1,403)

 

Net cash outflow to financing activities

──────

(11,607)

──────

──────

(9,016)

──────

Net changes in cash and cash equivalents for the year

(23,540)

(8,745)

Cash and cash equivalents at the beginning of the year

40,076

49,017

Exchange differences on cash and cash equivalents

(40)

(196)

 

Cash and cash equivalents at the end of the year 15

──────

16,496

══════

──────

40,076

══════

 

During the year, major non-cash transactions included the release of a USD37.7 million loan upon the sale of the Group's interest in East Ocean Real Estate and Tourism Joint Stock Company (30 June 2012: nil) and the transfer of USD43.0 million worth of loans from VinaCapital Vietnam Opportunity Fund Limited to non-controlling interests (30 June 2012: USD20 million).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 quoted on the AIM Market of the London Stock Exchange under the ticker symbol VNL.

 

At the Extraordinary General Meeting ("EGM") held on 21 November 2012, the shareholders supported both recommendations put forth by the Board regarding the continuation of the Company. As a result, the Special Resolution which called for the continuation of the Company as presently constituted was not passed and the Ordinary Resolution to restructure the Company was passed with over a two-thirds approval rate.

 

The Ordinary Resolution established the framework to restructure the Company including changes to the Company's investing policy, distribution strategy, the Investment Management Agreement and the remuneration of the Investment Manager and its corporate governance framework. These changes are summarised as follows:

 

· During the three-year period until 21 November 2015 ("the Cash Return Period") the Company will make no new investments, save that it can invest in existing projects within its existing portfolio of assets. The Company will instead implement a realisation strategy whereby the Company's existing assets will be developed (if necessary) and/or divested in a controlled, orderly and timely manner.

· Net proceeds of these realisations will be returned to shareholders, subject to the Board's discretion and consideration in respect of the Company's working capital requirements, the need to invest in existing projects, and the cost/tax efficiency of such transactions/distributions.

· Once the Cash Return Period has ended, shareholders will be given the opportunity to reassess the strategy of the Company through another continuation resolution.

· The fees payable to the Investment Manager have been amended as discussed in Note 38 to these consolidated financial statements.

 

The consolidated financial statements for the year ended 30 June 2013 were approved for issue by the Company's Board of Directors on 21 October 2013.

 

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 2013 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") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements have been prepared using the historical cost convention, as modified by the revaluation of investment properties, 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.

 

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

 

2.2 Changes in accounting policy and disclosures

 

(a) New and amended standards adopted by the Group

 

Amendments to IAS 1, "Presentation of Financial Statements", require an entity to group items presented in other comprehensive income into those that, in accordance with other IFRSs: (a) will not be reclassified subsequently to profit or loss and (b) will be reclassified subsequently to profit or loss when specific conditions are met. The amendments are effective for annual periods beginning on or after 1 July 2012 and have been adopted by 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 9, "Financial instruments", addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Group is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 no later than the accounting period ending 30 June 2016. The Group will also consider the impact of the remaining phases of IFRS 9 when completed by the IASB.

 

IFRS 10, "Consolidated financial statements", builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent Company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The Group is

yet to assess IFRS 10's full impact and intends to adopt IFRS 10 no later than the accounting period ending 30 June 2014.

 

IFRS 12, "Disclosures of interests in other entities", includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The Group is yet to assess IFRS 12's full impact and intends to adopt IFRS 12 no later than the accounting period ending 30 June 2014.

 

IFRS 13, "Fair value measurement", aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs or US GAAP. The Group is yet to assess IFRS 13's full impact and intends to adopt IFRS 13 no later than the accounting period ending 30 June 2014.

 

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

 

2.3 Consolidation

 

(a) Subsidiaries

 

Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de-facto control. De-facto control may arise in circumstances where the size of the Group's voting rights relative to the size and dispersion of holdings of other shareholders gives the Group the power to govern the financial and operating policies of the subsidiaries.

 

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. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

 

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 Group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

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

 

Changes in ownership of interests in a subsidiary that do not result in lost 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. Under the equity method, the investment is initially recognised at cost, and the carrying amount 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 associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount 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 associate 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.

 

 

 

 

2.4 Foreign currency translation

 

(a) Functional and presentation currency

 

The Group's consolidated financial statements are presented in United States Dollars ("USD") ("the presentation currency"). The financial statements of each consolidated entity are initially prepared in the currency of the primary economic environment in which the entity operates ("the functional currency"), which for most 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 Investment property

 

Investment properties are properties owned or held under finance leases to earn rentals or capital appreciation, or both, or land held for a currently undetermined use. Property held under operating leases (including leasehold land) that would otherwise meet the definition of investment property is classified as investment property on a property by property basis. If a leased property does not meet this definition, it is recorded as an operating lease.

 

Property under construction or development for future use as investment property is treated as investment property and is measured at fair value where the fair value of the investment property under construction or development for future use can be reliably determined.

 

Investment properties are stated at fair value. At the end of each quarter of the financial year, the fair values of a selection of investment properties are assessed by the Board such that the fair values of all investment properties are assessed at least once each financial year. At the date of assessment, two independent valuation companies with appropriately recognised professional qualifications and relevant experience in the location and category being valued undertake a valuation of each property selected. The fair value is estimated by the independent valuation companies assuming there is an agreement between a willing buyer and a willing seller in an arm's length transaction after proper marketing; wherein the parties have each acted knowledgeably, prudently and without compulsion. The valuations by the independent valuation companies are prepared based upon direct comparison with sales of other similar properties in the area and the expected future discounted cash flows of a property using a yield that reflects the risks inherent therein. The estimated fair values provided by the independent valuation companies are used by the Valuation Committee as the primary basis for estimating each property's fair value. In addition to the reports of the independent valuation companies the valuation committee considers information from other sources, including those sources referred to in Note 3, before recommending each property's estimated fair value to the Board for approval. Discount rates from 15% to 22% are considered appropriate for properties in different locations.

 

In addition to the annual revaluation cycle, at the end of each quarter the Investment Manager reviews the entire portfolio to determine if there are any material changes to investment properties or other indicators that might mean that the value of an investment property has materially changed. Subject to the results of this review a more detailed assessment of those properties may be performed. If there is an indication that an investment property's value has increased then the investment property will be included in the independent valuation program. If there is an indication that an investment property's value has declined then an assessment will be made in respect to quantifying the fall in value. This involves either obtaining an independent valuation of the investment property or determining the change in value of each property based on internal assessment. Based upon the analysis performed by the Investment Manager or the independent valuation report, the Valuation Committee determines whether any valuation adjustments should be recommended to the Board for approval.

 

Any gain or loss arising from a change in fair value of investment properties is recognised in the consolidated income statement. Rental income from investment property is accounted for as described in the Note 2.26.

 

 

 

 

When an item of property, plant and equipment is transferred to investment property following a change in its use, any differences arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss, with remaining increase recognised in other comprehensive income and increase directly to equity in revaluation surplus. Any resulting decrease in the carrying amount of the property is initially charged in other comprehensive income against any previous recognised revaluation surplus, with any remaining decrease charged to profit or loss.

 

If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting purposes. Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sale, the property is transferred to inventories. A property's deemed cost for subsequent accounting as inventories is its fair value at the date of change in use.

 

All costs directly associated with the purchase and construction of an investment property, and all subsequent capital expenditures for the development, which qualify as acquisition costs, are capitalised.

 

Borrowing costs for property under construction or development are capitalised if they are directly attributable to the acquisition, construction or production of that qualifying asset. Capitalisation of borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Capitalisation of borrowing costs continues until the assets are substantially ready for their intended use. If the resulting carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognised. The capitalisation rate is arrived at by reference to the actual rate payable on borrowings for development purposes or, with regard to that part of the development cost financed out of general funds, to the average rate.

 

2.6 Goodwill

 

Goodwill arises on the acquisition of subsidiaries, associates, and joint ventures and represents the excess of the cost of acquisition of subsidiary companies and associates over the Group's share of the fair value of their identifiable net assets at the date of acquisition.

 

Goodwill is recognised at cost less any accumulated impairment losses. The carrying value of goodwill is subject to an annual impairment review and whenever events or changes in circumstances indicate that it may not be recoverable. An impairment charge will be recognised in the consolidated income statement when the results of such a review indicate that the carrying value of goodwill is impaired.

 

Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity disposed of.

 

 

 

2.7 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 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 as described in Note 2.5. Where the Group has the use of an asset held under an operating lease, payments made under the lease are charged to the consolidated income statement on a straight line basis over the term of the lease. Prepayments for operating leases represent properties 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 investment properties.

 

2.8 Property, plant and equipment

 

All property, plant and equipment, except buildings and leasehold land improvements, are stated at cost less accumulated depreciation and impairment losses as set out in Note 2.14. 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.

 

Buildings and leasehold land improvements including hotels and golf course are revalued to fair value in accordance with the methods as set out in Note 2.5. Any surplus arising on the revaluation is recognised in a revaluation reserve within equity, except to the extent that the surplus reverses a previous revaluation deficit on the building charged to the consolidated income statement, in which case a credit to that extent is recognised in the consolidated income statement. Any deficit on revaluation is charged in the consolidated income statement except to the extent that it reverses a previous revaluation surplus on a building, in which case it is taken directly to the revaluation reserve. Any revaluation surplus remaining in equity on disposal of the asset is transferred to retained earnings.

 

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

 

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, hotels and golf courses 33 to 50 years

Machinery, plant and equipment 4 to 20 years

Furniture, fixtures and office equipment 3 to 5 years

Motor vehicles 5 to 10 years

 

 

 

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

 

Assets held under finance leases which do not transfer title to the assets to the Group at the end of the leases are depreciated over the shorter of the estimated useful lives shown above and the terms of the leases.

 

2.9 Intangible assets

 

Intangible assets comprise software and hotel gaming licences. Intangible assets acquired separately are measured initially at cost. The cost of an intangible asset acquired in a business combination is the asset's fair value at the date of acquisition. Following initial acquisition, intangible assets are measured at cost less any accumulated amortisation and accumulated impairment losses. The carrying values of the assets are reviewed annually for impairment.

 

Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that they may be impaired. The amortisation period and method are reviewed at least at each financial year end. The estimated useful lives are as follows:

 

Gaming licences 13 to 22 years

Software 5 years

 

2.10 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.

 

 

 

2.11 Financial assets

 

(a) 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.

 

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

 

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

 

(ii) 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, which 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.

 

(b) Recognition and measurement

 

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

 

Investments are initially recognised at fair value plus transaction costs for all financial assets 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 are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Loans and receivables are 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 includes 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 are 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 arise.

 

 

 

2.12 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.

 

2.13 Prepayments for acquisitions of investments

 

These represent prepayments made by the Group to vendors for land compensation and other related costs including professional fees directly attributed to an investment property, where the final transfer of the property is pending the approval of the relevant authorities and/or is subject to either the Group or the vendors completing certain performance conditions. 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 the appropriate investment accounts.

 

2.14 Impairment of assets

 

The Group's goodwill, operating lease prepayments, property, plant and equipment (except for buildings and leasehold land improvements), intangible assets, trade and other receivables, prepayments for acquisitions of investments, and interests in associates are subject to impairment testing.

 

For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at a cash-generating unit level. Goodwill in particular is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management controls the related cash flows.

 

Goodwill and intangible assets with indefinite lives are tested for impairment annually, while other assets are tested when there is an indicator of impairment.

 

An impairment loss is recognised as an expense immediately for the amount by which an asset's carrying amount exceeds its recoverable amount unless the relevant asset is carried at a revalued amount under the Group's accounting policy, in which case the impairment loss is treated as a revaluation decrease, but only to the extent of the revaluation surplus for that same asset according to that policy. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use.

 

2.15 Inventories

 

The Group's inventories arise where there is a change in use of investment properties evidenced by the commencement of development with a view to sale, and the properties are reclassified as inventories at their deemed cost, which is the fair value at the date of reclassification. They are subsequently carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less costs to complete redevelopment and selling expenses.

 

 

2.16 Trade receivables

 

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

 

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

 

2.17 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.

 

2.18 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.

 

2.19 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.

 

2.20 Revaluation reserve

 

The revaluation reserve arises from the revaluation of buildings and leasehold land improvements including hotels and golf courses. The revaluation policy is consistent with the fair value policy as described in Note 3. Any increase in the carrying amount arising on revaluation is recognised in profit or loss to the extent that it reverses a provision impairment loss, with any remaining increase recognised in other comprehensive income and shown as revaluation reserve in shareholders' equity. Decreases that offset previous increases of the same asset are charged to other comprehensive income and debited against revaluation reserve directly in equity; all remaining decreases are charged to the profit or loss.

 

 

2.21 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.

 

2.22 Borrowings

 

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value isrecognised in the profit or loss over the period of the borrowings using the effective interest method.

 

2.23 Borrowing costs

 

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

 

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

 

2.24 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.

 

2.25 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.

 

2.26 Revenue recognition

 

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, 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 goods and revenues from hotel operations and other related services

 

Revenue from sale of goods is recognised in the consolidated income statement when the significant risks and rewards of ownership of goods have passed to the buyer. Revenue from hotel operations and other related services is recognised as and when the services are provided.

 

 

 

(b) Sales of real estate

 

Deposits received from buyers to reserve rights to buy houses are recognised as a liability on the consolidated balance sheet. These amounts are recorded as unearned revenue when the house's foundation is completed and a sales and purchase agreement is signed

with the buyer. Unearned revenue is recorded as revenue when the construction is completed and the house is handed over to the buyer.

 

Revenue on sales of apartments is recognised when the Company has transferred to the buyer the usual risks and rewards of the ownership in a transaction that is in substance a sale and does not have a substantial continuing involvement with the property.

 

(c) Rental income

 

Rental income from investment property is recognised in the consolidated income statement on a straight-line basis over the term of the operating lease. Lease incentives granted are recognised as an integral part of the total rental income.

 

(d) 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.

 

(e) Dividend income

 

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

 

2.27 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.

 

 

 

2.28 Realisation fee

 

In accordance with the Amended Management Agreement, the Investment Manager is entitled to receive a share of any realisations of the Group, up to a total amount equalling the previously accrued performance fee payable. The Investment Manager may receive its share of these realisations on a deal-by-deal basis throughout the Cash Return Period. In accordance with the Amended Management Agreement, the amount of performance fees due to the Investment Manager, is re-assessed at each reporting date, taking into account the future expected realisation strategy of the Company. The change in performance fees due to the Investment Manager during the period is included as "realisation fee (expense)/recovery" in the consolidated income statement and is further described in Note 38 to these consolidated financial statements. An expense results from an increase in the realisation fee liability to the Investment Manager, and a recovery of previously expensed realisation fees results from a decrease in the realisation fee liability to the Investment Manager at the reporting date.

 

The realisation fee liability is initially recognised at fair value, and subsequently measured based on the realisable value of the investments of the Group on which the realisation fee would be ultimately crystallised, which is estimated using the fair values of those investments at the reporting date. Realisation fees are paid when the relevant investments are sold and proceeds distributed to the Company's shareholders.

 

2.29 Earnings per share and net asset value per share

 

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

 

Diluted earnings 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.

 

2.30 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. 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 Fair value of investment properties, buildings and leasehold land improvements

 

The investment properties, buildings and leasehold land improvements of the Group are stated at fair value in accordance with accounting policies 2.5 and 2.8. The fair values of investment properties, buildings and leasehold land improvements are based on valuations by independent professional valuers including CB Richard Ellis, Savills, Jones Lang LaSalle, Colliers and HVS. These valuations are based on certain assumptions which are subject to uncertainty and might materially differ from the actual results. The estimated fair values provided by the independent professional valuers are used by the Valuation Committee as the primary basis for estimating each property's fair value for recommendation to the Board.

 

In making its judgement, the Valuation 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 dates of those transactions;

 

(iii) recent developments and changes in laws and regulations that might affect zoning and/or the Group's ability to exercise its rights in respect to properties and therefore fully realise the estimated values of such properties;

 

(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 the cash flows; and

 

(v) recent compensation prices public by local authority at the province where the property is located.

 

As at 30 June 2013, if the discount rates used had been 1% higher/lower, the total carrying values of the Group's investment properties and property, plant and equipment would have been USD24.3 million lower/USD26.2 million higher.

 

3.2 Impairment

 

(a) Trade and other receivables

 

The Group's management determines the provision for impairment of trade and other receivables on a regular basis. This estimate is based on the credit history of its customers and prevailing market conditions.

 

(b) Other assets

 

The Group's prepayments for acquisitions of investments, other assets and interests in associates are subject to impairment testing in accordance with Note 2.14.

 

3.3 Useful lives of depreciable assets

 

Management reviews the useful lives of depreciable assets at each reporting date. Management assesses that the useful lives represent the expected utility of the assets to the Group. The carrying amounts are analysed in Notes 6 and 8.

 

3.4 Realisation fee

 

As of the date of the Ordinary Resolution, management has assessed that the fair value of the realisation fee liability under the restructured terms is equivalent to the fair value of the derecognised performance fee liability of the Group, which was extinguished at that date (USD28.2 million).

 

Payment of any realisation fees is contingent on the Group realising their portfolio investments and making distributions to the shareholders of the Company. Given that the Group is adopting a new realisation strategy during the Cash Return Period it is reasonable to assume that it is highly likely that the accrued realisation fees will be paid to the Investment Manager.

 

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, office buildings and undetermined use, hospitality, mixed-use segments and cash and short-term investments.

 

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 are 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

 

Year ended 30 June 2013

 

 

 

Commercial

Residential and office buildings

 

 

Hospitality

 

 

Mixed use

 

 

Total

 

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

Revenue

-

42,558

24,845

-

67,403

Net gain from disposals of investments

-

1,573

(808)

-

765

Other income

8

232

499

462

1,201

Finance income

16

1,392

102

1,021

2,531

Net loss on fair value adjustments of investment properties and revaluations of property, plant and equipment

 

 

(768)

 

 

(48,638)

 

 

(2,119)

 

 

(33,830)

 

 

(85,355)

Net changes in fair value of financial assets at fair value through profit or loss

 

 

-

 

 

-

 

 

(44)

 

 

-

 

 

(44)

Share of profits/(losses) of associates

1

(1,480)

(877)

-

(2,356)

 

Total

──────

(743)

──────

(4,362)

──────

21,598

──────

(32,348)

──────

(15,855)

Cost of sales

-

(44,592)

(16,564)

-

(61,156)

 

──────

──────

──────

──────

──────

Loss before unallocated expenses

(743)

(48,954)

5,034

(32,348)

(77,011)

Selling and administration expenses

 

 

 

 

(33,394)

Impairments of assets

 

 

 

 

(12,857)

Other expenses

 

 

 

 

(975)

Finance expenses

 

 

 

 

(7,371)

 

Loss before tax

 

 

 

 

──────

(131,608)

Income tax

 

 

 

 

15,175

 

Net loss for the year

 

 

 

 

──────

(116,433)

════════

 

 

 

Year ended 30 June 2012

 

 

Commercial

Residential and office buildings

 

 

Hospitality

 

 

Mixed use

 

 

Total

 

USD'000

USD'000

USD'000

USD'000

USD'000

 

 

 

 

 

 

Revenue

-

40,261

29,509

-

69,770

Net gain from disposals of investments

-

2,455

537

1,885

4,877

Other income

-

760

437

996

2,193

Finance income

40

4,424

1,029

1,450

6,943

Net loss on fair value adjustments of investment properties and revaluations of property, plant and equipment

 

 

 (3,087)

 

 

(84,796)

 

 

(19,495)

 

 

6,088

 

 

(101,290)

Net changes in fair value of financial assets at fair value through profit or loss

 

 

-

 

 

(1,581)

 

 

(227)

 

 

-

 

 

(1,808)

Share of profits/(losses) of associates

49

(1,124)

422

-

(653)

 

Total

──────

(2,998)

───────

(39,601)

───────

12,212

───────

10,419

───────

(19,968)

Cost of sales

-

(36,899)

(19,332)

-

(56,231)

 

──────

───────

───────

───────

───────

Loss before unallocated expenses

(2,998)

(76,500)

(7,120)

10,419

(76,199)

Selling and administration expenses

 

 

 

 

(34,415)

Impairments of assets

 

 

 

 

(18,740)

Other expenses

 

 

 

 

(1,290)

Finance expenses

 

 

 

 

(10,356)

 

Loss before tax

 

 

 

 

───────

(141,000)

Income tax

 

 

 

 

(8,474)

 

Net loss for the year

 

 

 

 

 

────────

(149,474)

════════

 

 

 

(b) Consolidated balance sheet

 

As at 30 June 2013

 

 

Commercial

 

Residential and office buildings

 

 

Hospitality

 

Mixed

use

Cash and short-term investments

 

 

Total

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Investment properties

4,300

359,871

-

150,416

-

514,587

Property, plant and equipment

-

11,507

43,086

810

-

55,403

Goodwill and intangible assets

-

83

10,887

17

-

10,987

Investments in associates

18,578

29,241

5,175

2,600

-

55,594

Prepayments for acquisitions of investments

 

-

 

44,372

 

13,886

 

7,423

 

-

 

65,681

Inventories

-

92,763

494

28,253

-

121,510

Cash and cash equivalents

-

-

-

-

16,496

16,496

Trade, tax and other receivables

24

66,384

2,687

4,749

-

73,844

Financial assets at fair value through profit or loss

 

-

 

2,256

 

-

 

736

 

-

 

2,992

Short-term investments

-

-

-

-

2,997

2,997

Other assets

249

4,964

1,420

2,620

-

9,253

 

Total assets

──────

23,151

═══════

──────

611,441

═══════

──────

77,635

═══════

──────

197,624

═══════

──────

19,493

═══════

──────

929,344

═══════

Total assets include:

- Addition to non-current assets (other than financial instruments and deferred tax assets)

 

 

 

34

 

 

 

8,483

 

 

 

679

 

 

 

1,779

 

 

 

-

 

 

 

10,974

 

 

 

As at 30 June 2012

 

 

Commercial

 

Residential and office buildings

 

 

Hospitality

 

Mixed

use

Cash and short-term investments

 

 

Total

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Investment properties

5,100

413,624

-

188,247

-

606,971

Property, plant and equipment

-

13,068

90,737

82

-

103,887

Goodwill and intangible assets

-

4,033

11,730

3

-

15,766

Investments in associates

18,577

30,747

6,008

-

-

55,332

Prepayments for acquisitions of investments

 

-

 

43,466

 

15,125

 

8,000

 

-

 

66,591

Inventories

-

105,706

608

34,929

-

141,243

Cash and cash equivalents

-

-

-

-

40,076

40,076

Trade, tax and other receivables

42

49,475

3,534

6,335

-

59,386

Financial assets at fair value through profit or loss

 

-

 

2,287

 

-

 

749

 

-

 

3,036

Short-term investments

-

-

-

-

949

949

Assets classified as held for sale

-

10,827

-

12,182

-

23,009

Other assets

131

13,613

4,013

259

-

18,016

 

Total assets

──────

23,850

═══════

───────

686,846

═══════

───────

131,755

═══════

───────

250,786

═══════

──────

41,025

══════

────────

1,134,262

════════

Total assets include:

- Addition to non-current assets (other than financial instruments and deferred tax assets)

 

 

 

544

 

 

 

21,011

 

 

 

-

 

 

 

1

 

 

 

-

 

 

 

21,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5 INVESTMENT PROPERTIES

 

30 June 2013

30 June 2012

USD'000

USD'000

Opening balance

606,971

693,185

Additions

8,415

13,144

Reversals

(3,483)

-

Transfers from property, plant and equipment (Note 6)

-

689

Disposals

(3,000)

-

Transfers from prepayments for operating lease assets

(Note 10)

 

-

 

1,568

Transfers to inventories (Note 13)

(1,515)

(10,687)

Net loss from fair value adjustments (Note 27)

(83,236)

(81,795)

Translation differences

(9,565)

(9,133)

 

Closing balance

───────

514,587

═══════

───────

606,971

═══════

 

The Group's investment properties were revalued during the year by independent professionally qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the investment properties valued.

 

Bank borrowings are secured by investment properties with a fair value of US$181.9 million

(30 June 2012: USD133.4 million). During the year, the Group capitalised borrowing costs amounting to USD4.5 million (year ended 30 June 2012: USD4.2 million) in investment properties.

 

At 30 June 2013, land use rights certificates have not been fully issued for certain portions of the Group's investment properties as final issuance is subject to the completion of a number of administrative steps required by local authorities and/or the settlement of any outstanding land taxes. In Investment Manager's view, the lack of land use rights certificates does not have any material impact on the existence and valuation of the investment properties as land use rights over the land area for each project have been specifically granted under each investment licence.

 

 

 

6 PROPERTY, PLANT AND EQUIPMENT

 

 

 

Buildings, hotels and golf course

 

Machinery, plant

and equipment

Furniture, fixtures and office equipment

 

Motor vehicles

 

 

Total

USD'000

USD'000

USD'000

USD'000

USD'000

Gross carrying amount

At 1 July 2012

112,218

25,553

3,466

2,021

143,258

Additions

1,496

338

434

86

2,354

Revaluation gains

1,469

-

-

-

1,469

Revaluation losses

(Note 27)

 

(2,119)

 

-

 

-

 

-

 

(2,119)

Disposals and write-offs

(35,702)

(3,942)

(299)

(989)

(40,932)

Translation differences

(618)

(176)

(25)

(13)

(832)

Other adjustments

(3,923)

-

-

-

(3,923)

 

At 30 June 2013

──────

72,821

──────

─────

21,773

─────

────

3,576

────

────

1,105

────

──────

99,275

──────

Depreciation

At 1 July 2012

(23,549)

(13,191)

(1,838)

(793)

(39,371)

Charge for the year

(4,262)

(2,191)

(662)

(180)

(7,295)

Disposals and write-offs

642

1,174

279

337

2,432

Translation differences

256

90

12

4

362

 

At 30 June 2013

─────

(26,913)

─────

─────

(14,118)

─────

────

(2,209)

────

────

(632)

────

──────

(43,872)

──────

Carrying value

At 1 July 2012

88,669

12,362

1,628

1,228

103,887

 

At 30 June 2013

─────

45,908

═════

─────

7,655

═════

────

1,367

════

─────

473

═════

───────

55,403

═══════

 

The Group's buildings, hotels and the golf course were revalued during the year by independent professionally qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the properties valued.

 

During the year, the Group disposed of its 100% interest in Cypress Assets Limited Company which owns an 82.39% equity interest in East Ocean Real Estate and Tourism Joint Stock Company, the owner of the Sheraton Nha Trang Hotel, a five-star hotel located in Nha Trang. The consideration was USD3.2 million, resulting in a loss of USD0.8 million recognised in the consolidated income statement.

 

A building, equipment and construction project in progress which belongs to Roxy Vietnam Co. Ltd. with a total carrying value of USD15.5 million as at 30 June 2013 (30 June 2012: USD16.7 million) is pledged as security for bank borrowings disclosed in Note 21.

 

There were no impairment charges to property, plant and equipment during the financial years ended 30 June 2013 and 30 June 2012; however, total revaluation losses that impacted profit or loss amounted to USD2.1 million (30 June 2012: USD23.5 million).

 

 

 

For the comparative year:

 

Buildings, hotels and golf course

 

Machinery, plant and equipment

Furniture, fixtures and office equipment

 

 

Motor

vehicles

 

 

Construction

in progress

 

 

Total

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Gross carrying amount

At 1 July 2011

117,629

25,541

2,634

2,101

14,631

162,536

Additions

7,965

214

78

154

-

8,411

Transfers from construction

in progress

 

13,731

 

(19)

 

787

 

-

 

(14,499)

 

-

Transfers to inventories

(Note 13)

 

(853)

 

-

 

-

 

-

 

-

 

(853)

Transfers to investment

properties (Note 5)

 

(689)

 

-

 

-

 

-

 

-

 

(689)

Disposals and write-offs

(13)

(127)

(22)

(213)

-

(375)

Revaluation losses

(23,498)

-

-

-

-

(23,498)

Translation differences

(2,054)

(56)

(11)

(21)

(132)

(2,274)

 

At 30 June 2012

───────

112,218

────────

──────

25,553

──────

──────

3,466

──────

──────

2,021 ──────

──────

-

──────

───────

143,258

───────

Depreciation

At 1 July 2011

(19,178)

(10,835)

(1,182)

(644)

-

(31,839)

Charge for the year

(4,437)

(2,488)

(663)

(245)

-

(7,833)

Reclassifications

-

14

(14)

-

-

-

Disposals and write-offs

13

110

15

91

-

229

Translation differences

53

8

6

5

-

72

 

At 30 June 2012

───────

(23,549) ───────

──────

(13,191) ──────

──────

(1,838)

──────

─────

(793)

 ─────

───────

-

───────

───────

(39,371)

───────

Carrying value

At 1 July 2011

98,451

14,706

1,452

1,457

14,631

130,697

 

At 30 June 2012

──────

88,669

══════

──────

12,362 ══════

──────

1,628

══════

──────

1,228 ══════

──────

-

══════

───────

103,887

═══════

 

 

 

 

 

 

If buildings, hotels and the golf course were stated on the historical cost basis, the amounts would be as follows:

 

30 June 2013

30 June 2012

USD'000

USD'000

 

Cost

79,971

113,772

Accumulated depreciation

 (27,944)

 (20,457)

 

Net book amount

──────

52,027

══════

──────

93,315

══════

 

7 GOODWILL

 

The goodwill of USD3.9 million which arose upon acquisition of a real estate project during the year ended 30 June 2010 was attributable to the future prospects of that project. As at the reporting date, due to market conditions, management had determined that the goodwill will not bring the future economic benefits expected of it. Therefore, it had been fully impaired and written off.

8 INTANGIBLE ASSETS

 

Gaming licences

Software

Total

USD'000

USD'000

USD'000

Gross carrying amount

At 1 July 2012

14,450

742

15,192

Additions

-

44

44

Write-offs

-

(268)

(268)

Translation differences

-

(6)

(6)

 

At 30 June 2013

──────

14,450

──────

────

512

────

──────

14,962

──────

Amortisation

At 1 July 2012

(2,931)

(418)

(3,349)

Charge for the year

(741)

(124)

(865)

Write-offs

-

236

236

Translation differences

-

3

3

 

At 30 June 2013

─────

(3,672)

─────

────

(303)

────

─────

(3,975)

─────

Carrying value

At 1 July 2012

11,519

324

11,843

 

At 30 June 2013

──────

10,778

══════

────

209

════

──────

10,987

══════

 

 

 

For the comparative year:

 

5

Gaming licences

Software

Total

USD'000

USD'000

USD'000

Gross carrying amount

At 1 July 2011

14,450

651

15,101

Additions

-

97

97

Translation differences

-

(6)

(6)

 

At 30 June 2012

──────

14,450

──────

────

742

────

──────

15,192

──────

Amortisation

At 1 July 2011

(2,190)

(258)

(2,448)

Charge for the year

(741)

(161)

(902)

Translation differences

-

1

1

 

At 30 June 2012

─────

(2,931)

─────

────

(418)

────

─────

(3,349)

─────

Carrying value

 

At 1 July 2011

12,260

393

12,653

 

At 30 June 2012

──────

11,519

══════

────

324

════

──────

11,843

══════

 

9 INVESTMENTS IN ASSOCIATES

 

30 June 2013

30 June 2012

 USD'000

USD'000

Opening balance

55,332

83,994

Additions during the year

90

-

Disposals

-

(26,862)

Dividend received

(72)

-

Reclassification from/(to) assets held for sale (Note 17)

2,600

(1,147)

Share of losses of associates

(2,356)

(653)

 

Closing balance

──────

55,594

══════

──────

55,332

══════

 

 

 

 

Particulars of operating associates and their summarised financial information, extracted from their financial statements as at 30 June 2013 and 30 June 2012, are as follows:

 

As at 30 June 2013

 

 

Incorporation

 

 

Principal activity

 

 

 

Assets

 

 

 

Liabilities

 

 

 

Revenue

 

 

Profit/

(loss)

Share of (losses)/

profit to the Group

 

Equity interest held

USD'000

USD'000

USD'000

USD'000

USD'000

%

Danang Marina Co., Ltd.

Vietnam

Property

2,600

4

-

-

-

49

Aqua City Joint Stock

Company

 

Vietnam

 

Property

 

75,223

 

2,905

 

32,189

 

(2,961)

 

(1,481)

 

50

Thang Loi Land Joint Stock

Company

 

Vietnam

 

Property

 

12,234

 

1,807

 

109

 

2

 

1

 

49

Romana Resort and Spa

JSC (*)

 

Vietnam

 

Hospitality

 

4,322

 

1,442

 

2,689

 

(1,754)

 

(876)

 

50

94,379

6,158

34,987

(4,713)

(2,356)

As at 30 June 2012

 

 

Incorporation

 

 

Principal activity

 

 

 

Assets

 

 

 

Liabilities

 

 

 

Revenue

 

 

Profit/

(loss)

Share of (losses)/

profit to the Group

 

Equity interest held

USD'000

USD'000

USD'000

USD'000

USD'000

%

Aqua City Joint Stock

Company (*)

 

Vietnam

 

Property

 

73,900

 

575

 

-

 

720

 

360

 

50

Thang Loi Land Joint Stock

Company

 

Vietnam

 

Property

 

12,400

 

1,840

 

-

 

102

 

50

 

49

Romana Resort and Spa

JSC (*)

 

Vietnam

 

Hospitality

 

4,439

 

1,686

 

1,568

 

(3,510)

 

(1,755)

 

50

90,739

4,101

1,568

(2,688)

(1,345)

 

(*) The Group has a 50% equity interest in Aqua City Joint Stock Company and Romana Resort and Spa Joint Stock Company but does not have control or joint control due to its limited representation on the boards of these companies. Therefore, management considers it appropriate to treat these interests as associates.

 

10 PREPAYMENTS FOR OPERATING LEASE ASSETS

 

30 June 2013

30 June 2012

USD'000

USD'000

 

Opening balance

2,944

4,687

Additions during the year

10

24

Charge for the year

(153)

(152)

Transfers to investment properties (Note 5)

-

(1,568)

Disposal

(1,794)

-

Translation differences

(21)

(47)

─────

986

═════

─────

2,944

═════

 

 

 

 

Prepayments for operating leases relate to leasehold land occupied by subsidiaries of the Group in the hospitality sector.

 

Leasehold land held by Roxy Vietnam Co. Ltd. with a carrying value of USD0.4 million as at 30 June 2013 (30 June 2012: USD0.4 million) is pledged as security for bank loans disclosed in Note 21.

 

East Ocean Real Estate and Tourism Joint Stock Company was disposed of during the year (Note 6). Leasehold land held by East Ocean Real Estate and Tourism Joint Stock Company with a carrying value of USD1.8 million as at 30 June 2012 was pledged as a security for bank loans as disclosed in Note 21.

 

11 PREPAYMENTS FOR ACQUISITIONS OF INVESTMENTS

 

30 June 2013

30 June 2012

USD'000

USD'000

Reclassified

Prepayments for acquisitions of investments

80,733

90,847

Transfers from/(to) assets classified as held for sale

(Noted 17)

 

7,422

 

(10,319)

──────

──────

88,155

80,528

Allowance for impairment

(22,474)

(13,937)

──────

──────

65,681

66,591

══════

══════

 

Prepayments are made by the Group to property vendors where the final transfer of the 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.

 

As at 30 June 2013, due to market conditions, impairment allowances of USD22.5 million (30 June 2012: USD13.9 million) have been made against the prepayments for acquisitions of investments. The relevant recoverable amounts are fair values less costs to sell estimated by independent professional qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the properties for which these prepayments are made.

 

The valuations by the independent valuation companies are prepared based upon direct comparison with sales of other similar properties in the area and the expected future discounted cash flows of a property using a yield that reflects the risks inherent therein. Discount rates applied vary from 15% to 22%.

 

 

 

 

12 DEFERRED TAX ASSETS

 

30 June 2013

30 June 2012

USD'000

USD'000

 

Opening balance

13,021

16,301

Net decrease in the year (*)

(6,984)

(3,280)

 

Closing balance

──────

6,037

══════

──────

13,021

══════

Deferred tax asset to be recovered after more than

12 months

 

5,665

 

10,122

Deferred tax asset to be recovered within 12 months

372

2,899

─────

─────

6,037

13,021

══════

══════

 

(*) The net change mainly arose from changes for tax provisions on fair value adjustments of investment properties and leasehold land and buildings during the year.

 

Deferred tax assets are the amounts of income taxes to be recovered in future periods in respect of temporary differences between the carrying amounts of revalued assets and their tax bases.

 

Deferred tax assets relating to the accumulated tax losses as at 30 June 2013 of USD20.4 million (30 June 2012: USD41.4 million) of the Group's subsidiaries subject to corporate income tax in Vietnam have not been recognised due to uncertainties as to the timing of their recoverability. Estimated tax losses available for offset against future taxable income are as follows:

 

Year of expiration

 

30 June 2013

30 June 2012

USD'000

USD'000

2013

-

872

2014

848

2,186

2015

2,115

10,047

2016

4,864

16,876

2017

4,746

11,430

2018

7,869

-

─────

─────

20,442

41,411

══════

══════

 

 

 

 

13 INVENTORIES

 

30 June 2013

30 June 2012

USD'000

USD'000

 

Opening balance

141,243

117,476

Additions during the year

21,335

48,099

Transfers from investment properties (Note 5)

1,515

10,687

Transfers from property, plant and equipment (Note 6)

-

853

Transfers to cost of sales

(42,296)

(33,886)

Translation differences

(287)

(1,986)

───────

───────

121,510

141,243

Provision for impairment

-

-

───────

───────

121,510

141,243

═══════

═══════

 

During the year, the Group capitalised borrowing costs amounting to USD3.2 million (2012: USD4.1 million) into the value of inventories.

 

Inventories which belong to VinaCapital Danang Resort Limited with a total carrying value of USD23.3 million as at 30 June 2013 (30 June 2012: USD35.3 million) are pledged as security for bank borrowings disclosed in Note 21.

 

14 TRADE AND OTHER RECEIVABLES

 

30 June 2013

30 June 2012

USD'000

USD'000

Reclassified

Non-current

Receivable as compensation for property exchanged

39,656

23,248

──────

──────

Current

Trade receivables

7,628

5,621

Receivable from non-controlling interests

573

573

Receivables from disposals of subsidiaries (a)

10,436

7,852

Interest receivables

15

5,641

Prepayments to suppliers

6,186

7,755

Short-term prepaid expenses

1,404

1,066

Advances for repurchases of shares

-

1,219

Advances to employees

3,646

3,510

Other receivables

1,746

4,023

──────

───────

31,634

37,260

Allowance for impairment (b)

-

(5,594)

──────

31,634

══════

───────

31,666

═══════

 

 

 

 

(a) Receivables from disposals of subsidiaries represent the final settlements upon completion of the transfer of ownership of subsidiaries to the buyers in accordance with the relevant sale and purchase agreements.

 

(b) The allowance as at 30 June 2012 was made for interest receivables. These were written off during the year.

All trade and other receivables are short-term in nature and their carrying values, after allowances for impairment, approximate their fair values at the date of the consolidated balance sheet.

 

15 CASH AND CASH EQUIVALENTS

 

30 June 2013

30 June 2012

USD'000

USD'000

Cash on hand

408

6,151

Cash at banks

7,294

12,242

Cash equivalents

8,794

21,683

──────

──────

16,496

40,076

══════

══════

 

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

 

At 30 June 2013, cash and cash equivalents held at the Company level amounted to USD3.4 million (30 June 2012: USD10.8 million). The remaining balance of cash and cash equivalents is held by subsidiaries in Vietnam. Cash held in Vietnam is subject to restrictions imposed by co-investors and the Vietnamese government and therefore it cannot be transferred out of Vietnam unless such restrictions are satisfied.

 

 

 

16 FINANCIAL INSTRUMENTS BY CATEGORY

 

As at 30 June 2013

 

 

Loans and receivables

Assets at fair value through profit or loss

 

 

Total

USD'000

USD'000

USD'000

Assets as per consolidated balance sheet

Non-current:

Receivable from a related party

960

-

960

Compensation receivable for property exchanged

 

39,656

 

-

 

39,656

Current:

Trade receivables

7,628

-

7,628

Receivables from non-controlling interests

573

-

573

Receivables from disposals of subsidiaries

10,436

-

10,436

Interest receivables, net of impairment

15

-

15

Receivables from related parties

427

-

427

Short-term investments

2,997

-

2,997

Financial assets at fair value through profit or loss

 

-

 

2,992

 

2,992

Cash and cash equivalents

16,496

-

16,496

 

Total

─────

79,188

─────

2,992

─────

82,180

═════

═════

═════

Other financial liabilities at amortised cost

USD'000

Liabilities as per consolidated balance sheet

Non-current:

Bank borrowings and debts

83,892

Trade and other payables

34,090

Payable to a related party

28,218

Current:

Bank borrowings and debts

12,202

Payables to related parties

9,042

Trade payables

7,724

Payables for property acquisitions and land compensation

22,057

Interest payables

164

Other accrued liabilities

5,721

Other payables

3,662

 

Total

──────

206,772

══════

 

 

 

 

 

As at 30 June 2012

 

 

 

Loans and receivables

Assets at fair value through profit or loss

 

 

 

Total

USD'000

USD'000

USD'000

Reclassified

Reclassified

Assets as per consolidated balance sheet

Non-current:

Other non-current financial assets

601

-

601

Compensation receivable for property exchanged

 

23,248

 

-

 

23,248

Current:

Trade receivables

5,621

-

5,621

Receivables from non-controlling interests

573

-

573

Receivables from disposals of subsidiaries

7,852

-

7,852

Interest receivables, net of impairment

47

-

47

Receivables from related parties

1,450

-

1,450

Short-term investments

949

-

949

Financial assets at fair value through profit or loss

 

-

 

3,036

 

3,036

Cash and cash equivalents

40,076

-

40,076

 

Total

─────

80,417

═════

────

3,036

════

─────

83,453

═════

 

Other financial liabilities at amortised cost

USD'000

Liabilities as per consolidated balance sheet

Non-current:

Bank borrowings and debts

95,153

Trade and other payables

30,015

Current:

Bank borrowings and debts

28,226

Payables to related parties

36,744

Trade payables

4,756

Payables for property acquisitions and land compensation

32,807

Payable to non-controlling interests

8,574

Interest payables

169

Other accrued liabilities

4,672

Other payables

3,655

 

Total

──────

244,771

══════

 

 

 

 

17 ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

 

There are no assets and liabilities classified as held for sale as at 30 June 2013.

 

30 June 2012

Attributable to

 

 

Assets classified as held for sale

Liabilities classified as held for sale

Net assets classified as held for sale

Non-controlling interests

Equity shareholders of the parent

USD'000

USD'000

USD'000

USD'000

USD'000

Oriental Sea Co. Ltd. (*)

10,827

-

10,827

2,707

8,120

Long An projects (**)

9,582

-

9,582

2,396

7,186

Danang Marina Co. Ltd. (**)

2,600

-

2,600

-

2,600

─────

23,009

═════

──────

-

══════

─────

23,009

═════

─────

5,103

═════

─────

17,906

═════

 

(*) During the year, the Group disposed of its 100% interest in Oriental Sea Co. Ltd. for a consideration of USD14.0 million. The book value of the net assets at the disposal date was USD12.8 million resulting in a gain on disposal which has been recognised in the consolidated income statement.

 

(**) Certain conditions in the relevant sale and purchase agreements of Long An projects and Danang Marina Co. Ltd. have not been fulfilled by the buyers. As a result the former has been reclassified to prepayments for acquisitions of investments and the latter as investment in an associate.

 

18 SHARE CAPITAL

 

30 June 2013

30 June 2012

Number of shares

 

 

USD'000

Number of shares

 

USD'000

Authorised:

Ordinary shares of USD0.01 each

 

500,000,000

─────────

 

5,000

─────

 

500,000,000

─────────

 

5,000

─────

Issued and fully paid:

Opening balance

493,487,622

4,935

499,967,622

4,999

Shares purchased and cancelled

(12,189,395)

(122)

(6,480,000)

(64)

 

Closing balance

──────────

481,298,227

══════════

─────

4,813

═════

──────────

493,487,622

══════════

─────

4,935

═════

 

During the year ended 30 June 2013, the Company purchased and cancelled 12,189,395 of its ordinary shares (30 June 2012: 6,480,000 shares) for a total cash consideration of USD5.6 million (30 June 2012: USD4.1 million) at an average cost of USD0.46 per share (30 June 2012: USD0.63 per share). The difference between the cost of the shares repurchased and their net asset value has been recorded in an equity reserve.

 

 

 

 

 

 

 

 

19 ADDITIONAL PAID-IN CAPITAL

 

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

 

30 June 2013

30 June 2012

USD'000

USD'000

Opening balance

580,835

588,870

Shares repurchased and cancelled (Note 18)

(13,461)

(8,035)

 

Closing balance

───────

567,374

═══════

───────

580,835

═══════

 

20 REVALUATION RESERVE

 

30 June 2013

30 June 2012

USD'000

USD'000

Opening balance

4,186

7,054

Revaluation gain/(reversals) on buildings

1,469

(4,003)

Transfer of share of revaluation (gain)/reversals attributable to non-controlling interests

 

(545)

 

1,135

Disposal of a subsidiary

(5,110)

-

─────

─────

-

4,186

═════

═════

The Group's revaluation reserve is not subject to any restriction on distribution.

 

21 BORROWINGS AND DEBTS

 

30 June 2013

30 June 2012

USD'000

USD'000

Long-term borrowings:

Bank borrowings

92,913

102,733

Loans from non-controlling interests

 Less:

1,298

1,246

Current portion of long-term borrowings and debts

(10,319)

(8,826)

──────

83,892

──────

───────

95,153

───────

Short-term borrowings:

Bank borrowings

1,883

19,400

Current portion of long-term borrowings

10,319

8,826

──────

12,202

──────

───────

28,226

───────

Total borrowings and debts

96,094

══════

123,379

═══════

 

 

 

 

 

 

 

 

 

Bank borrowings mature at a range of dates until September 2024 and bear average annual interest rates of 13% for amounts in VND and 6% for amounts in USD (30 June 2012: 21% for amounts in VND and 6% for amounts in USD). The Group's borrowings are subject to floating interest rates.

 

All bank borrowings are secured by certain investment properties, property, plant and equipment and inventories of the Group (Notes 5, 6, 10 and 13).

 

During the year, the Group capitalised borrowing costs amounting to USD7.7 million

(2012: USD8.3 million) in qualifying assets (Notes 6 and 13).

 

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

 

30 June 2013

30 June 2012

USD'000

USD'000

6 months or less

5,159

7,344

6-12 months

1-5 years

7,044

83,069

20,882

81,468

Over 5 years

822

13,685

───────

96,094

═══════

───────

123,379

═══════

 

The fair value of current borrowings equals their carrying amounts, as the impact of discounting is not significant. The fair value of long-term bank borrowings is USD83.9 million (30 June 2012: USD95.2 million).

 

The Group's borrowings are denominated in the following currencies:

 

30 June 2013

30 June 2012

USD'000

USD'000

VND

75,016

44,974

USD

21,078

78,405

───────

96,094

═══════

───────

123,379

═══════

 

During the year, the Group's subsidiaries borrowed USD23.4 million (30 June 2012: USD18.7 million) from banks to finance working capital and property development activities.

 

22 NON-CURRENT TRADE AND OTHER PAYABLES

 

The balance as at 30 June 2013 includes VND606 billion, equivalent to USD28.6 million (30 June 2012: VND535 billion, equivalent to USD25.7 million) due to a minority shareholder in a joint venture company representing the remaining amount payable to reimburse land acquisition costs incurred by that shareholder. The payable bears interest at a rate of 12% p.a., chargable when the land use right is transferred to the joint venture. The principal and interest of the payable will be paid upon the Company's obtaining a credit facility to finance the joint venture project. The payment schedule will depend on the disbursement schedule of such credit facility.

 

 

23 DEFERRED TAX LIABILITIES

 

30 June 2013

30 June 2012

USD'000

USD'000

Opening balance

50,360

47,079

Net (reversal)/increase during the year from fair value adjustments of investment properties and property, plant and equipment

 

 

(22,766)

 

 

3,281

 

Closing balance

──────

27,594

══════

──────

50,360

══════

Deferred tax liabilities to be recovered after more than 12 months

 

24,602

 

45,204

Deferred tax liabilities to be recovered within 12 months

2,992

5,156

──────

──────

27,594

50,360

══════

══════

 

Deferred tax liabilities are the amounts of income taxes for settlement in future periods in respect of temporary differences between the carrying amounts of revalued assets and their tax bases.

 

24 TRADE AND OTHER PAYABLES

 

30 June 2013

30 June 2012

USD'000

USD'000

Trade payables

7,724

4,765

Payables for property acquisitions and land compensation

22,057

32,807

Deposits from property buyers

3,750

7,859

Payable to non-controlling interests

-

8,574

Deposits from customers of residential projects

39,381

57,283

Interest payables

164

169

Other accrued liabilities

5,721

4,672

Other payables

3,662

3,655

───────

82,459

═══════

───────

119,784

═══════

 

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.

 

 

 

 

 

 

25 REVENUE

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Sales of residential projects

 

42,558

 

40,261

Hospitality activities

24,845

29,509

──────

67,403

══════

──────

69,770

══════

 

26 COST OF SALES

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Residential projects

 

44,592

 

36,899

Hospitality activities

16,564

19,332

──────

61,156

══════

──────

56,231

══════

 

Cost of sales include raw material and consumable used, construction costs, land lease payments, depreciation and amortisation, staff costs, outside service costs and other expenses.

 

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

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Raw material and consumable used

2,842

3,569

Construction costs

28,933

25,321

Land costs

10,833

7,969

Depreciation and amortisation

7,317

8,255

Staff costs

2,974

3,408

Outside service costs

1,526

3,235

Other expenses

6,731

4,474

──────

──────

61,156

56,231

═════

═════

 

 

 

 

27 NET LOSS ON FAIR VALUE ADJUSTMENTS OF INVESTMENT PROPERTIES AND REVALUATIONS OF PROPERTY, PLANT AND EQUIPMENT

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Investment properties

By real estate sector:

- Commercial

(768)

(3,087)

- Residential and office buildings

(48,638)

(84,796)

- Mixed use

(33,830)

6,088

──────

──────

(83,236)

(81,795)

Property, plant and equipment

- Hospitality

(2,119)

(19,495)

 

Net loss on fair value adjustments of investment

properties and revaluations of property, plant and

equipment

──────

 

 

(85,355)

═══════

───────

 

 

(101,290)

═══════

 

28 SELLING AND ADMINISTRATION EXPENSES

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Management fees (Note 38)

9,282

12,481

Professional fees (*)

6,840

6,293

Depreciation and amortisation (*)

843

480

General and administration expenses (*)

8,122

8,509

Staff costs (*)

5,253

5,403

Others (*)

3,054

1,249

──────

33,394

══════

──────

34,415

══════

 

(*) These expenses primarily relate to the operating activities of the Group's subsidiaries. Note 35 contains further information in respect to ongoing charges incurred by the Company.

 

29 NET CHANGES IN FAIR VALUE OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Unrealised losses from unlisted securities

(44)

═════

(1,808)

═════

 

 

30 IMPAIRMENT OF ASSETS

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Impairments of prepayments for acquisitions of investments

 

8,537

 

11,284

Impairment of goodwill

3,923

-

Impairment of trade and other receivables

397

5,571

Impairment of assets classified as held for sale

-

1,885

──────

12,857

══════

──────

18,740

══════

 

31 FINANCE INCOME

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Interest income

2,455

6,701

Realised foreign exchange gains

25

242

Dividend

51

-

─────

2,531

═════

─────

6,943

═════

 

32 FINANCE EXPENSES

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Realised foreign exchange losses

1,035

409

Unrealised foreign exchange losses

453

1,495

Interest expense

5,869

8,377

Others

14

75

──────

7,371

══════

──────

10,356

══════

 

 

 

 

 

 

 

33 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.

 

On 19 June 2013, the Vietnamese National Assembly approved a new corporate income tax law. Under the new law, the standard corporate income tax will be reduced from 25% to 22% effective 1 January 2014. A further reduction in tax rate to 20% will become effective on 1 January 2016. A provision of USD0.6 million has been made for corporate income tax payable by the Vietnamese subsidiaries for the year (30 June 2012: USD1.9 million).

 

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:

 

Year ended

30 June 2013

30 June 2012

USD'000

 USD'000

Group's loss before tax

(131,608)

(141,000)

Group's loss multiplied by applicable tax rate (0%)

-

-

Current income tax expenses for subsidiaries

(607)

(1,913)

Deferred income tax (*)

15,782

(6,561)

─────

─────

Income tax

15,175

(8,474)

═════

═════

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

 

34 LOSS AND NET ASSET VALUE PER SHARE

 

(a) Basic

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Loss attributable to owners of the Company from continuing and total operations (USD'000)

(90,137)

(98,889)

Weighted average number of ordinary shares

in issue

483,978,820

497,675,955

Basic loss per share from continuing

and total operations (USD/share)

(0.19)

(0.20)

──────────

─────────

 

 

 

 

 

 

(b) Diluted

 

Diluted 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 (loss)/earnings per share is equal to basic loss per share.

 

(c) Net asset value per share

 

As at

30 June 2013

30 June 2012

Net asset value (USD'000)

446,778

546,348

Number of outstanding ordinary shares in issue

481,298,227

493,487,622

Net asset value per share (USD/share)

0.93

1.11

─────────

──────────

 

35 ONGOING CHARGES

 

For the year ended

30 June 2013

30 June 2012

 

Ongoing charges

2.15%

2.39%

Performance fees

-

-

──────

──────

Ongoing charges plus performance fee

2.15%

2.39%

══════

══════

 

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

 

Ongoing charges include: management fees, directors' fees and expenses, recurring audit and tax services, custody and fund administration services, fund accounting services, secretarial services, registrars' fees, public relations fees, insurance premiums, regulatory fees and similar charges.

 

36 COMMITMENTS

 

As at the balance sheet date, the Group was committed under lease agreements to paying the following future amounts:

 

30 June 2013

30 June 2012

USD'000

USD'000

Within one year

304

547

From two to five years

915

2,796

Over five years

1,330

11,964

──────

──────

2,549

15,307

══════

══════

 

 

 

 

As at 30 June 2013, the Group was also committed under construction agreements to pay USD23.3 million (30 June 2012: USD37.4 million) for future construction work of the Group's properties held by subsidiaries.

 

The Company's subsidiaries and associates have a broad range of commitments relating to investment projects under agreements it has entered into and investment licences it has received. Further investment in any of these arrangements is at the Group's discretion. The Investment Manager has estimated that, based on the development plan for each project, approximately USD31.2 million (30 June 2012: USD49.0 million) will be used to fund these projects over the next three years.

 

37 DIRECTORS' FEE AND MANAGEMENT'S REMUNERATION

 

The aggregate annual directors' fee amounted to USD211,952 (year ended 30 June 2012: USD207,123), of which there was no outstanding payable at the reporting date (30 June 2012: nil).

 

The details of annual remuneration by director are summarised below:

 

Year ended

30 June 2013

30 June 2012

USD'000

USD'000

Nicholas Brooke

37.5

37.5

Robert Gordon

-

23.1

Michael Arnold

24.5

37.5

Nicholas Allen

37.5

37.5

Charles Isaac

37.5

23.8

Michel Casselman

37.5

23.8

Stanley Chou

37.5

23.8

────

212

════

────

207

════

 

The other directors in office during the year and prior year did not receive any fee.

 

The Investment Manager has agreed to pay any excess over an aggregate annual directors' remuneration of USD150,000. During the year, an additional remuneration of USD88,000 was paid to the directors of the Continuation Vote Committee for the extra work which they had done to support the continuation vote of the Company.

 

38 RELATED PARTY TRANSACTIONS AND BALANCES

 

Management fees

 

The Group is managed by VinaCapital Investment Management Limited (the "Investment Manager"), an investment management company incorporated in the Cayman Islands, under a management agreement effective 21 November 2012 (the "Amended Management Agreement"). From 1 January 2012 until 20 November 2012, the Group was managed by the Investment Manager under agreements signed with VinaCapital Investment Management Limited, a company incorporated in the British Virgin Islands, and the Company (the "Former Management Agreement"). Under the Former Management Agreement the Investment Manager received a fee based on the net asset value of the Group, payable monthly in arrears, at an annual rate of 2%.

 

 

 

 

 

Under the Amended Investment Management Agreement the management fee from 21 November 2012 is now fixed at USD8.25 million for the subsequent 12 months, US$7.5 million for the next 12 months and USD6.5 million for the next 12 months.

 

Total management fees for the year amounted to US$9,281,805 (30 June 2012: US$12,481,170), with USD633,777 (30 June 2012: USD924,325) in outstanding accrued fees due to the Investment Manager at the date of the consolidated balance sheet.

 

Performance fees

 

Under the Former Management Agreement prior to 21 November 2012, the Investment Manager was also entitled to a performance fee equal to 20% of the annual increase in net asset value over the higher of realised returns over an annualised hurdle rate of 8% (30 June 2012: hurdle rate 8%) and a high-water-mark. Under this arrangement no performance fee charged for the year (30 June 2012: nil), but US$28,218,000 (30 June 2012: US$28,218,000) of performance fees had been accrued as payable, which had been earned during prior years. On 21 November 2012, under the Amended Management Agreement, the Investment Manager's entitlement to the accrued performance fee and any future performance fees under the Former Management Agreement were cancelled and a new realisation fee, equivalent to the amount of accrued performance fees due and outstanding to the Investment Manager at 20 November 2012, was introduced.

 

Realisation fees

 

In accordance with the Amended Management Agreement, the Investment Manager is entitled to a realisation fee of up to USD28,218,000 based upon the level of distributions made to shareholders from contracted divestments of assets signed prior to 21 November 2015 . An amount of USD28,218,000 (30 June 2012: nil) was accrued as a liability for realisation fees payable to the Investment Manager as at 30 June 2013.

 

 

 

Details of payables to related parties at the date of the consolidated balance sheet are as below:

 

30 June 2013

30 June 2012

Relationship

Balances

USD'000

USD'000

 

Non-current

 

VinaCapital Investment

Management Ltd.

Investment Manager

Realisation fees

28,218

-

 

VinaCapital Vietnam

Opportunity Fund Limited

Under common management

Shareholder loans payable (*)

-

44,882

 

──────

──────

 

Current

 

VinaCapital Vietnam

Opportunity Fund Limited

Under common management

Tax and other payments on behalf

1,687

2,878

 

Disposals of real estate projects

797

-

 

Loans

663

-

 

VinaCapital Investment

Management Ltd.

Investment Manager

Management fees

634

924

 

 

 

Performance fees

-

28,218

 

Development fees and advances for real estate projects

1,664

1,545

 

VinaCapital Corporate

Finance Vietnam Ltd.

Affiliate of Investment Manager

Loans

Interest

2,394

1,203

2,397

782

 

──────

──────

 

9,042

36,744

 

══════

══════

 

 

(*) These are shareholder loans granted by VOF to subsidiaries of the Group. VOF is a non-controlling interest shareholder in these subsidiaries. The loans are to finance real estate projects which are co-invested with VOF. The loans bear interest at 6-month SIBOR plus 3%. The amount of each loan is based on the respective ownership of VOF and the Group in each subsidiary. As at 30 June 2013, the remaining loans balance of USD43 million was reclassified as non-controlling interests (30 June 2012: USD20 million) to reflect to substance of the loans.

 

As at 30 June 2013 and 30 June 2012, receivables from related parties are mainly relate to amounts due from VOF pertaining to advances for jointly invested real estate projects.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

39 FINANCIAL RISK MANAGEMENT

 

Financial risk factors

 

The Group invests in a diversified property portfolio in Vietnam with the objective to provide shareholders a potential capital growth.

 

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

 

Foreign exchange risk

 

The Group's exposure to risk resulting from changes in foreign currency exchange rates is moderate as although transactions in Vietnam are settled VND, the value of the VND has historically been closely linked to that of USD, the presentation currency. The value of real estate in Vietnam is based on pricing that is a combination of VND, USD and gold. For this reason, a decline in the value of the VND against the USD does not necessarily mean proportionately lower prices will be obtained in USD.

 

The Group has not entered into any hedging mechanism 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.

 

The Group's financial assets' and liabilities' exposures to risk of fluctuations in exchange rates at the reporting dates are as follows:

 

Short-term exposure Long-term exposure

30 June 2013

VND

USD

VND

USD

(USD as functional currency)

(VND as functional currency)

(USD as functional currency)

(VND as functional currency)

USD'000

USD'000

USD'000

USD'000

Financial assets

14,322

3,575

-

-

Financial liabilities

-

(4,529)

-

(15,330)

──────

──────

──────

──────

Net exposure

14,322

(954)

-

(15,330)

══════

══════

══════

══════

 

Short-term exposure Long-term exposure

30 June 2012

VND

USD

VND

USD

(USD as functional currency)

(VND as functional currency)

(USD as functional currency)

(VND as functional currency)

USD'000

USD'000

USD'000

USD'000

Financial assets

13,060

8,556

-

-

Financial liabilities

-

(8,825)

-

(33,678)

──────

──────

──────

──────

Net exposure

13,060

(269)

-

(33,678)

══════

══════

══════

══════

 

 

The functional currency of the Company is the USD. The functional currencies of the Group's subsidiaries in the BVI and Singapore are USD while those of its Vietnamese subsidiaries are VND. The Group's exposure to currency risk arises from VND denominated balances at the BVI and Singapore levels and USD denominated balances at the Vietnamese level.

 

At 30 June 2013, if the VND weakened/strengthened by 5% (30 June 2012: 5%), post-tax loss for the year would have been USD1.5 million (30 June 2012: USD2.3 million) higher/lower.

 

Price risk sensitivity

 

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 all factors affecting all instruments traded in the market. As the majority of the Group's financial instruments are carried at fair value with fair value changes recognised in the consolidated income statement, all changes in market conditions will directly affect net investment income.

 

The Group invests in real estate projects and is exposed to market price risk. If the prices of real estate had increased/decreased by 10%, post-tax loss for the year would have been USD42.7 million lower/higher (2012: USD53.3 million).

 

Cash flow and fair value interest rate sensitivity

 

The Group's exposure to interest rate risk is related to interest bearing financial assets and financial liabilities. Cash and cash equivalents, bank deposits and bonds are subject to interest at fixed rates.

 

The Group currently has all financial liabilities with floating interest rates which are disclosed in Note 21 to the consolidated financial statements. This is the maximum exposure of the Group to cash flow interest rate risk.

 

At 30 June 2013, if interest rates had been 0.5% higher/lower with all other variables held constant, post-tax loss for the year would have been USD0.47 million higher/lower (30 June 2012: post-tax loss for the year would have been USD0.63 million lower/higher).

 

The Investment Manager is responsible for the Group's cash flow planning and cash management, including borrowings. While the Group's subsidiaries may work directly with financial institutions to raise project financing, the Investment Manager has the overall responsibility for relations with financial institutions and is kept informed or involved in all financing activities.

 

The Investment Manager is involved from the early stage of the negotiation processes to ensure that the right structure and strategy are set at the beginning of each project. The Investment Manager is also responsible for ensuring the structure, pricing, financial ratios/covenants and other conditions are achievable and that repayment obligations can be met.

 

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 at least monthly, it is updated to reflect developments in the market on a timely basis as information becomes available.

 

The Group's exposure to credit risk is limited to the carrying amounts of financial assets recognised at the reporting date, analysis by credit quality is as follows:

30 June 2013

30 June 2012

 USD'000

 USD'000

Current and not impaired

27,803

46,129

Past due but not impaired, less than 6 months

106

1,196

Past due but not impaired, more than 6 months

51,279

31,354

Past due and impaired

-

5,641

79,188

84,320

Less: Allowance for impairment

-

(5,641)

Total

 

──────

79,188

══════

──────

78,679

══════

 

30 June 2013

30 June 2012

USD'000

USD'000

Neither past due nor impaired:

Short-term investments

2,997

949

Cash and cash equivalents

16,496

40,076

Receivable from a related party

960

-

Other non-current financial assets

-

601

Trade receivables

6,762

3,930

Interest receivables

15

-

Receivable from non-controlling interests

573

573

─────

27,803

═════

─────

46,129

═════

Past due but not impaired:

Compensations receivable for property exchanged

39,656

23,248

Receivable from disposals of subsidiaries

10,436

7,852

Trade receivables

866

1,691

Receivables from related parties

427

1,450

──────

51,385

══════

──────

34,241

══════

Individually determined to be impaired (gross):

Interest receivables

-

5,641

──────

-

──────

──────

5,641

──────

Less: Allowance for impairment

-

(5,641)

 

Total trade and other receivables, net of provision for impairment

──────

79,188

──────

80,370

══════

══════

 

 

There is no allowance as at 30 June 2013. As at 30 June 2012, USD5.6 million had been provided for interest receivables that the Group expected to be uncollectible.

 

Cash and cash equivalents and short-term investments are held at international and local banks and financial institutions which do not have histories of default.

 

The Group has no other significant concentrations of credit risk.

 

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

 

The 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.

 

Liquidity risk analysis

 

Liquidity risk is the risk that the Group will experience difficulty in either realising assets or otherwise raising sufficient funds to satisfy commitments associated with investments and financial instruments. There is an inherent liquidity risk associated with the Company's primary business, being property investment. As a consequence, the value of the majority of the Company's investments cannot be realised as quickly as other investments such as cash or listed equities. Furthermore, the development and realisation of the Company's property investments will normally require access to debt financing at a reasonable cost or shareholder loans from the Company's surplus funds and its co-investors.

 

The Company seeks to minimise liquidity risk through:

 

· Preparing and monitoring cash flow forecasts for each investment project and the Company;

· Arranging financing to fund real estate developments as required; and

· Providing ample lead times for the disposal of assets and realisation of cash.

 

 

 

 

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

 

Current Non-current

30 June 2013

Within 6 months

6 to 12 months

From 1 to 5 years

Over 5 years

USD'000

USD'000

USD'000

USD'000

Trade and other payables

13,609

25,719

34,090

-

Short-term borrowings

5,159

7,043

-

-

Payables to related parties (*)

3,196

5,846

28,218

-

Long-term borrowings and debts

-

-

95,663

823

Loans from non-controlling interests

-

-

1,298

-

 

 

──────

21,964

══════

──────

38,608

══════

───────

159,269

═══════

──────

823

══════

 

Current Non-current

30 June 2012

Within 6 months

6 to 12 months

From 1 to 5 years

Over 5 years

USD'000

USD'000

USD'000

USD'000

Trade and other payables

13,261

41,381

31,015

-

Short-term borrowings

7,344

20,882

-

-

Payables to related parties

4,734

32,010

-

-

Long-term borrowings and debts

-

-

105,421

32,884

Loans from non-controlling interests

-

-

1,246

 

 

──────

25,339

══════

──────

94,273

══════

───────

137,682 ═══════

──────

32,884

══════

 

Payables to related parties are primarily shareholder loans from related parties to jointly owned subsidiaries. These loans are not repayable until the respective subsidiaries have sufficient cash to repay these obligations.

 

The above contractual maturities reflect the gross cash flows, which may differ from the carrying value of the liabilities at the reporting date.

 

Capital management

 

The Group's capital management objectives are:

 

· To ensure the Group's ability to continue as a going concern;

· To provide investors with an attractive level of investment income; and

· To preserve a potential capital growth level.

 

 

 

 

 

 

 

 

The Group considers the capital to be managed as equal to the net assets attributable to the equity shareholders of the parent. 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 generate a reasonable investment returns for its shareholders and to ensure that there is sufficient funding available for the Company to continue as a going concern.

 

Capital as at year end is summarised as follows: 

 

30 June 2013

30 June 2012

USD'000

USD'000

Net assets attributable to the equity shareholders

of the parent

 

446,778

═══════

 

546,348

═══════

 

Fair value estimation

 

The table below analyses financial instruments carried at fair value, by valuation method. The difference levels have been defined as follows:

 

· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

· Level 3: Inputs for the asset or liability that are not based on observable market data

(that is, unobservable inputs).

 

There are no financial liabilities of the Group which were measured using the fair valuation method as at 30 June 2013 and 30 June 2012.

 

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

 

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

 

Level 1

Level 2

Level 3

Total

As at 30 June 2013

USD'000

USD'000

USD'000

USD'000

Financial assets held at fair value through profit or loss

- Ordinary shares - unlisted

-

══════

2,992

═════

-

═════

2,992

═════

Level 1

Level 2

Level 3

Total

 

As at 30 June 2012

USD'000

USD'000

USD'000

USD'000

 

 

Financial assets held at fair value through profit or loss

 

- Ordinary shares - unlisted

-

══════

3,036

═════

-

═════

3,036

═════

 

 

There were no significant transfers between levels during the year.

 

 

40 COMPARATIVE FIGURES

 

Certain comparative figures in the consolidated financial statements have been reclassified to conform to the current year's presentation. These changes are of a presentational nature and do not have any impact on the prior year's consolidated financial statements.

 

The following tables present the impact of the reclassifications to the balance sheets as at 30 June 2012 and 1 July 2011.

 

 

As at 30 June 2012

As previously reported

 

Reclassifications

 

As restated

USD'000

USD'000

USD'000

Non-current

Prepayments for acquisitions of investments

 

53,808

 

12,783

 

66,591

Trade and other receivables

-

23,248

23,248

Total non-current assets

852,330

36,031

888,361

Current

Trade and other receivables

67,697

(36,031)

31,666

Total current assets

258,923

(36,031)

222,892

 

 

As at 1 July 2011

As previously reported

 

Reclassifications

 

As restated

USD'000

USD'000

USD'000

Non-current

Prepayments for acquisitions of investments

 

41,869

 

40,922

 

82,791

Trade and other receivables

-

34,094

34,094

Total non-current assets

989,865

75,016

1,064,881

Current

Trade and other receivables

104,553

(75,016)

29,537

Total current assets

298,876

(75,016)

223,860

 

 

 

 

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