VNL.L Regulatory News (VNL)

28 March 2014

VinaLand Limited

Interim results for the six months ended 31 December 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 interim results for the six months ended 31 December 2013 ("the Period").

Financial highlights:

1 Net Asset Value ("NAV") of USD434.4 million (30 June 2013: USD446.8 million)

2 NAV per share of USD0.91 (30 June 2013: USD0.93).

Operational highlights:

3 Completed the divestment of three assets, resulting in net proceeds of USD9.0 million and a USD4.0 million reduction in the Company's consolidated debt.

4 Completed a listing on the London Stock Exchange for its wholly owned subsidiary, VinaLand ZDP Ltd., generating proceeds of approximately USD25.0 million to be utilised in refinancing the Company's project level debt facilities, fund potential capital investments in its project companies and for general working capital.

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 / Andrew Davies

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

Chairman's Statement

Dear Shareholders,

Over the reporting period the Vietnam property market has been showing signs of improvement. As a result of the government's fiscal and monetary policies, the country's economy is gradually recovering, with inflation receding to an annual rate of around 6.0 percent and interest rates sitting at multi-year lows. As such, the Investment Manager has witnessed an increase in the number of enquiries from both local and foreign investors looking to re-enter Vietnam's real estate market. However, the level of non-performing loans (NPLs) in the banking sector continues to be a concern, hindering the ability of banks to provide loans to developers and residential buyers and thus tapering further improvements in the overall real estate market. The Vietnam Asset Management Company, which was established to deal with the NPLs, is finding its work challenging.

Divesting assets and returning capital to shareholders continues to be the main objective of the VNL Board and the Investment Manager as we enter the second half of the three-year cash return period, which began after VNL's extraordinary general meeting (EGM) held on 21 November 2012. At this meeting shareholders supported a new three year term including a new strategy focused on the realisation of assets.

During the reporting period the Company divested three assets; the Signature One project site located in District 2 and the Hao Khang project located in District 9, both in Ho Chi Minh City and its stake in Prodigy Pacific Limited, which owns a boutique hotel located in the Hoan Kiem District of Hanoi. These divestments resulted in net proceeds of USD9.0 million which in aggregate was in line with their combined net asset values at exit. Additionally, the Company's debt in the consolidated balance sheet has been reduced by USD4.0 million and VNL's future funding obligations relating to these assets have now been transferred to the buyers. The closing of these transactions brings the total number of full divestments since November 2012 to five.

The sale of Vina Properties Pte in January 2014, which owns a 5-star hotel in Ho Chi Minh City, occurred after the reporting date and resulted in net proceeds of USD16.1 million. The completion of this sale, the largest since the divestment program began, in addition to ongoing negotiations for other project sales, is evidence of the improving real estate market.

The reviewed net asset value per share of VinaLand Limited ("VNL", the "Company") decreased 2.2 percent to USD0.91 at 31 December 2013, from an audited net asset value per share of USD0.93 as at 30 June 2013. During this same period the Company's share price increased 2.2 percent from USD0.4575 to close at USD0.4675 per share. Notably, the Company's share price has increased more than 10 percent further since 31 December 2013. Factoring in these gains the current share price to NAV discount is now closer to 42 percent, a reduction from 51 percent at 30 June 2013, but still unsatisfyingly high.

On 20 December 2013, VNL completed a listing on the London Stock Exchange for its wholly owned subsidiary, VinaLand ZDP Ltd., after receiving valid acceptances in respect of 15 million Zero Dividend Preference Shares, with a Gross Redemption Yield of 8.0 percent. The proceeds, totalling approximately USD25.0 million, from this issue will be utilised to assist in refinancing the Company's project level debt facilities as they mature across its development portfolio, to fund potential capital investments in its project companies and for general working capital purposes.

The Board and the Manager remain highly focussed on the objectives set for this three year period; meanwhile I thank you for your continued support.

Michel Casselman

Chairman

VinaLand Limited

27 March 2014

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 listed 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. Key changes impacting these financial statements 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 condensed interim consolidated financial statements for the six months ended 31 December 2013 were approved for issue by the Company's Board of Directors on 27 March 2014.

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 2013. 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 ("IFRSs"). 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 2013, which have been prepared in accordance with IFRSs.

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 2013, except as described below.

IFRS 10, "Consolidated Financial Statements"

Under IFRS 10, subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group has power over an entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The Group has applied IFRS 10 retrospectively in accordance with the transition provisions of IFRS 10. The application of IFRS 10 has no impact on the Group's condensed interim consolidated financial statements.

IFRS 11, "Joint Arrangements"

Under IFRS 11, investments in joint arrangements are classified either as joint operations or joint ventures, depending on the contractual rights and obligations each investor has rather than the legal structure of the joint arrangement. The application of IFRS 11 has no impact on the Group's condensed interim consolidated financial statements.

IFRS 13, "Fair Value Measurement"

IFRS 13 measurement and disclosure requirements are applicable for financial periods starting on or after 1 January 2013. The Group has included the disclosures required by IAS 34 (see Notes 6 and 7).

Zero Dividend Preference Shares ("the ZDP shares")

On 17 December 2013, VinaLand ZDP Ltd., a wholly owned subsidiary of the Company, issued 15 million Zero Dividend Preference Shares ("the ZDP Shares"), with a gross redemption yield of 8% after three years. The shares were admitted to the standard listing segment of the Official List of the UK Listing Authority and trading on the London Stock Exchange's main market on 20 December 2013.

Each preference share has an issue price of £1 and a final capital entitlement of £1.26 at the end of its term. These shares are classified as liabilities and measured at amortised cost using the effective interest method.

Embedded within the ZDP Shares are call options which give VinaLand ZDP Limited early redemption rights. The Company does not consider the ZDP Shares and call options to be closely related. Therefore, the call options have been separated from the preference shares and are accounted for as derivatives.

Other new and/or amended standards including IAS 19 (revised), Employee Benefits that become effective for financial periods starting on or after January 2013, are determined to be irrelevant to the Group.

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.

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 2013.

Realisation fee

As of the date of the condensed interim consolidated financial statements, management has assessed that the fair value of the realisation fee liability under the restructured terms is USD27 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 probable that the accrued realisation fees will

be paid to the Investment Manager.

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 of the annual consolidated financial statements for the year ended 30 June 2013. 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 and capitalisation rates, where applicable, that reflect current market assessments of the uncertainty in the amount and timing of the cash flows; and

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

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 comprise commercial, residential and office buildings, 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 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.

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 analysis.

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

Bank borrowings are secured by investment properties with a fair value of USD183.4 million (30 June 2013: USD181.9 million).

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.

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

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 values are 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 4, before recommending each property's estimated fair value to the board for approval.

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.

Information about fair value measurements using unobservable inputs (Level 3):

(*) The valuation of these investment properties assume that they will be developed and sold within a definite time period; therefore, no capitalisation rates are used in such valuations.

7 PROPERTY, PLANT AND EQUIPMENT

Information about fair value measurements using significant unobservable inputs (Level 3):

For the comparative period: