VNL.L Regulatory News (VNL)

VinaLand Limited

Interim results for the six months ended 31 December 2012

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 interim results for the six months ended 31 December 2012 ("the Period").

Financial highlights

·; Net loss for the Period of USD57.3 million (HY11, restated: USD98.5 million net loss).

·; Net loss per share of USD0.08 for the Period (HY11 restated: USD0.13 net loss).

·; Net asset value at 31 December 2012 of USD503.8 million representing USD1.04 per share.

·; Cash and cash equivalents at the end of the Period of USD23.9 million.

Operational highlights

·; On 21 November 2012 VNL held an extraordinary general meeting (EGM) whereby an ordinary resolution was passed by a significant majority to restructure the Company, including changes to its investment and distribution policies, a restructuring of the investment manager's remuneration, and corporate governance enhancements. Over the next three years VNL will make no new investments except within existing projects, and will adopt a realisation strategy whereby existing assets will be developed and divested in a controlled manner.

Commenting, David Blackhall, Managing Director of VNL's Investment Manager, said:

"Our priority moving into 2013 is the implementation of our new strategy in accordance with the resolution passed at the EGM in November. In particular, we have been working hard on a number of measures to enhance our corporate governance. We remain committed to returning capital to shareholders, which will become evident as we make further progress in the execution of our strategy and the divestment of existing assets."

Notes to Editors:

VinaCapital is a leading investment management and real estate development firm in Vietnam, with a diversified portfolio of USD1.6 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 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 DropseyVinaCapital Investment Management LimitedInvestor Relations/Communications+84 8 821 9930david.dropsey@vinacapital.com

Philip Secrett

Grant Thornton Corporate Finance, Nominated Adviser

+44 (0)20 7583 5100

philip.j.secrett@uk.gt.com

 Hiroshi FunakiEdmond de Rothschild Securities, Broker+44 20 7845 5960funds@lcfr.co.uk

David Benda / Hugh JonathanNumis Securities Limited, Broker+44 (0)20 7260 1000

d.benda@numis.com

Andrew WaltonFTI Consulting, Public Relations (London)+44 (0)20 7269 7204andrew.walton@fticonsulting.com

Chairman's Statement

Dear Shareholders,

We are pleased to present the interim financial statements of VinaLand Limited (the "Company" or "VNL") for the six month period ended 31 December 2012.

VNL has undergone a number of significant changes over the past six months; most notably the approval of the resolution to restructure the Company at the extraordinary general meeting (EGM) held on 21 November 2012. The Board is very pleased that shareholders voted by a significant majority to approve the Board's proposals to restructure VNL by changing the Company's investment and distribution policies, restructuring the remuneration paid to the Investment Manager, and enhancing corporate governance. As a result, the Company will make no investment in new projects for a period of up to three years and has adopted a new realisation strategy whereby the existing properties will either be divested in a controlled, orderly and timely manner, or where appropriate the conversion process will continue with the view of enhancing their realisable value later.

As committed to at the EGM, the Board is now working through a range of matters to enhance the Company's corporate governance. Whilst the future composition and membership of the Board will be one of the matters on the agenda of the inaugural Annual General Meeting which will be held in the fourth quarter of 2013, the reduction in the number of directors from seven to five has already been achieved with the resignation of Horst Geicke and Michael Arnold. I am very grateful for, and would like to put on record the Board's appreciation of, the contribution that these directors have made to the Company.

In terms of the Vietnam property market, the ongoing challenges in real estate persisted throughout the second half of 2012, despite a stabilising macroeconomic environment. Although inflation and interest rates finished the year much lower than in 2011, a lack of liquidity and rising levels of non-performing loans have led to a major decline in credit growth. Banks have become very reluctant to provide new loans, especially for property development and residential mortgages, thus dampening any chance of a broad recovery of the real estate market. As a result, the Company's net asset value declined 6.3 per cent to USD503.8 million or USD1.04 per share as at 31 December 2012 compared to the audited NAV per share of USD1.11 as at 30 June 2012, due to these soft market conditions.

However, more recently there has been a slight improvement in the number of local and international investors and developers expressing an interest in real estate assets. The Manager is, of course, working with these investors with the intention of divesting some of the Company's assets.

During the period, the Board continued its established practice of revaluing assets to reflect current market conditions. As a point of note, recent changes in the valuation policies applied by the Company signify that every property has been revalued by an independent valuation expert at least once in the last six months and the results have been reflected in the interim financial statements.

Returning capital to shareholders remains a priority for both the VNL Board and the Manager. While there has been some improvement in the share price since the EGM and the confirmation of the Company's direction for the next three years, the Board and Manager believe that as it becomes more apparent to investors that the new strategy will be successfully executed and cash begins to be returned to shareholders, the share price should respond accordingly.

Thank you for your continued support.

Nicholas Brooke

Chairman

VinaLand Limited

27 March 2013

CONDENSED INTERIM CONSOLIDATED BALANCE SHEET

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONDENSED INTERIM CONSOLIDATED INCOME STATEMENT

CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

Notes to the Condensed Interim 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 investment strategy, distribution policy, the Investment Manager's remuneration and corporate governance. 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 31 to these condensed interim consolidated financial statements.

The Company will implement a new system of corporate governance including publishing further details of its policies in respect of Board tenure and appointment, convening an annual general meeting in 2013 and every year thereafter, reducing the Board's membership from seven to five and reviewing its disclosure policies.

The condensed interim consolidated financial statements for the six months ended 31 December 2012 were approved for issue by the Company's Board of Directors on 27 March 2013.

These condensed interim consolidated financial statements have been reviewed, not audited.

2. BASIS OF PREPARATION

The Company and its subsidiaries herein are referred to as the Group.

These condensed interim consolidated financial statements are for the six months ended 31 December 2012. They have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB"). They do not include all of the information required in the annual consolidated financial statements which are prepared in accordance with International Financial Reporting Standards ("IFRS"). Accordingly, these financial statements are to be read in conjunction with the annual consolidated financial statements of the Group for the year ended 30 June 2012.

Following the shareholders' approval of the recommendations put forth by the Board regarding the continuation of the Company as disclosed above, these condensed interim consolidated financial statements have been prepared on a going concern basis.

3. ACCOUNTING POLICIES

3.1 Accounting policies

These condensed interim consolidated financial statements (the "interim financial statements") have been prepared in accordance with the accounting policies, methods of computation and presentation adopted in the last annual consolidated financial statements for the year ended 30 June 2012.

The AIM Rules for Companies require comparative figures for the balance sheet for the corresponding period end in the preceding financial year which differs to IAS 34 which requires comparative figures for the balance sheet for the immediately preceding financial year end. The Group continues to elect to report in accordance with IAS 34 and as such has agreed with the London Stock Exchange a derogation from the above requirement of the AIM Rules for Companies in order to comply with IAS 34.

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" the condensed interim consolidated income statement and is further described in Note 31 to these condensed interim 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 crystalised, 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.

3.2 Restatements

3.2.1 Foreign exchange differences on fair value adjustments of investment properties and revaluations of property, plant and equipment (Refer to Adjustment 1)

Prior to 30 June 2011 and 31 December 2011, revaluation adjustments of investment properties and property, plant and equipment held by Vietnamese subsidiaries were recorded by adjusting their USD values translated from VND. These adjustments should have been recorded by adjusting the VND values of such assets before they were translated into USD. The impact of this treatment combined with the devaluation of the VND against USD has been to understate the Group's profit or loss and overstate its other comprehensive income. As a result, the Group's retained earnings and translation reserve as at 30 June 2011 and 31 December 2011 were understated and overstated, respectively, although this has no impact on the Group's total net assets (including the allocations to non-controlling interests) and total comprehensive income as previously reported.

3.2.2 Adjustment of land costs (Refer to Adjustment 2)

In 2007, the Group established a joint venture with a Vietnamese state-owned enterprise. Under the terms of the joint venture agreement, the subsidiary which was set up as the legal entity of the joint venture was required to pay to the Vietnamese joint venture partner any additional costs associated with procuring the land. The finalisation of the land costs was not completed until August 2011 when an annex to the joint venture agreement was signed which required the subsidiary to pay USD25.7 million of additional land costs. Having reviewed the original agreement and subsequent documentation and approvals, management has determined that the future land costs could be estimated and therefore recorded prior to 30 June 2010. As a consequence, as at 30 June 2010 and 30 June 2011, the Group's retained earnings, non-controlling interests and deferred tax liabilities were overstated and non-current trade and other payables were understated. The overstatement of this item on net assets attributable to equity shareholders of the Company was USD8.95 million for both years. Since the liability was recorded by 31 December 2011 while it should have been recognised prior to 30 June 2010, the Group's loss from operation and loss attributable to equity shareholders of the parent for the six months ended 31 December 2011 were overstated by USD8.95 million, respectively.

The impact of the restatements on the selected line items of the condensed interim consolidated financial statements is presented below:

Selected data extracted from the condensed interim consolidated balance sheet and/or condensed interim consolidated statement of changes in equity:

Selected data extracted from the condensed interim consolidated income statement/ condensed interim consolidated statement of comprehensive income:

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and may not equal the estimated results.

Information about significant judgements, estimates and assumptions that have the most effect on recognition and measurement of assets, liabilities, income and expenses were the same as those that applied to the last annual consolidated financial statements for the year ended 30 June 2012.

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.

5. 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 sales, land, office buildings and properties held for undetermined future use are included in Residential, office building and undetermined use properties segment. The Hospitality segment includes the development and operation of hotels and related services. Strategic decisions are made on the basis of segment operating results.

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 periods under review:

(a) Condensed Interim Consolidated Income Statement

(b) Condensed Interim Consolidated Balance Sheet

6. INVESTMENT PROPERTIES

7. PROPERTY, PLANT AND EQUIPMENT

Buildings, equipment and construction in progress which belong to Roxy Vietnam Co. Ltd. with a total carrying value of USD15.6 million as at 31 December 2012 (30 June 2012: USD16.7 million) are pledged as security for bank borrowings disclosed in Note 18.

For the comparative period:

8. INVESTMENTS IN ASSOCIATES

9. PREPAYMENTS FOR ACQUISITIONS OF INVESTMENTS

As at 31 December 2012, impairment allowances of USD5.8 million (30 June 2012: USD2.7 million) and USD4.5 million (30 June 2012: USD4.4 million) have been made against the prepayments for acquisitions of investments of USD10.7 million for the Long Truong project and USD26.9 million for Truong Thinh Garden project, respectively.

10. DEFERRED TAX ASSETS

11. INVENTORIES

12. TRADE AND OTHER RECEIVABLES