15 September 2022
Aseana Properties Limited
("Aseana", the "Company" or, the "Group")
Half-Year Results for the Six Months Ended 30 June 2022
Aseana Properties Limited (LSE: ASPL), a property developer with investments in Malaysia and Vietnam listed on the Main Market of the London Stock Exchange, announces its unaudited half-year results for the six-month period ended 30 June 2022.
Operational highlights:
· The COVID-related Movement Control Order ("MCO") in Malaysia was officially lifted on 3 January 2022 with borders reopening to non-residents on 1 April 2022. The RuMa Hotel has achieved 32% occupancy in the first six months of 2022 and continues to improve its performance. Losses for the period ending 30 June 2022 were approximately RM 2.0 million due to a slower than expected recovery.
· The RuMa Residences achieved approximately 71% sales to date based on sales completed of the 199 residential units.
· The Guaranteed Rental Return ("GRR") payment to the hotel unit owners was reinstated in July 2022. The Group has provisioned RM 14.2 million for the GRR payment postponed during the period when the hotel was forced to shut down due to the COVID-related MCO enforcement.
· In the first half year of 2022, The Harbour Mall Sandakan performance has exceeded expectations with occupancy rates at about 96%. Financial performance through 30 June 2022 is on target.
· On 28 February 2022, the Group completed its sale of its Vietnam assets comprising the City International Hospital and the adjacent International Healthcare Park in Ho Chi Minh City.
· As reported in our Annual Report published 28 April 2022, it is expected that the Group would be financed via the sale of the remaining units of residential inventories at The RuMa Hotel & Residences in West Malaysia, and through the disposal of the Sandakan hotel asset (formerly Four Points Sheraton Sandakan Hotel), the Harbour Mall Sandakan and the RuMa Hotel. The Divestment Team has been actively seeking for potential purchasers.
Financial highlights:
· Other Income of US$4.0 million (H1 2021 (re-presented): US$2.1 million)
· Loss before tax from continuing operations of US$12.5 million (H1 2021 (re-presented): loss of US$1.4 million) which includes certain non-recurring expenses such as the provision of the Ruma Guaranteed Rental Return of US$3.3 million, a foreign exchange loss of US$2.7 million due to the appreciation of the US Dollars, a loss on asset value of the sold Vietnamese assets of US$3.8 million and operating expenses associated with that divestment of approximately US$1.1 million.
· Loss after tax from continuing operations of US$12.8 million (H1 2021 (re-presented): loss of US$1.4 million)
· Loss for the period of US$12.8 million (H1 2021 (re-presented): loss of US$3.3 million)
· Total comprehensive loss of US$14.5 million (H1 2021 (re-presented): loss of US$6.6 million)
· Net asset value of US$79.5 million (31 December 2021 (audited): US$92.7 million) or US$0.40 per share (31 December 2021 (audited): US$0.47 per share)
Events After Statement of Financial Position Date:
On 3 August 2022, the Group terminated the conditional agreement dated 9 September 2021 for the sale of the remaining 58 residential units at The RuMa Hotel and Residences as a result of certain conditions in the agreement that had not been met.
Commenting on the results, Nick Paris, Chairman of Aseana, said:
"The first half results of 2022 reflect the continued challenging market conditions and the slower than expected recovery from the negative impact of COVID-19, the economic impacts from the conflict in Ukraine, the on-going COVID-19 restrictions in China and monetary tightening across most central banks in the face of inflationary conditions. Although the MCO was lifted on 3 January, the Malaysian borders were not reopened to non-residents until 1 April and therefore our hotel operations were negatively impacted. The Company continues to focus on improving operational performance of its assets, increasing their value and actively marketing the assets to potential buyers despite the macro challenges mentioned above and the illiquid nature of the assets."
For further information:
| Aseana Properties Limited | Tel: 020 3325 7050 |
| Nick Paris (Chairman) | Email: nick.paris@limadvisors.com |
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| Grant Thornton UK LLP | Tel: 020 7728 2578 |
| Philip J Secrett | Email: philip.j.secrett@uk.gt.com |
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Notes to Editors:
London-listed Aseana Properties Limited (LSE: ASPL) is a property developer with investments in Malaysia and Vietnam and is in the process of divesting its remaining assets.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to report on the results of Aseana Properties Limited and its Group of companies for the six months ended 30 June 2022.
Interim Results for the Half Year ended 30 June 2022
Our interim results in this period continue to reflect the significant impact of the COVID-19 virus on our various operating businesses. Our operating revenues continued to decline and despite significant ongoing cost cutting initiatives, operating losses and cash outflows were inevitable due largely to debt service payments. The loss for the period for Aseana for the half year increased to US$12.8 million (H1 2021 (re-presented): US$3.3 million) as explained in the Financial Highlights, our net cash used in operating activities was US$0.4 million (H1 2021 (re-presented): US$3.9 million) and our cash balance at the end of the period was US$8.9 million (H1 2021 (re-presented): US$9.1 million) after further paydown of debt service. The loss which we are reporting for the six months ended 30 June 2022 has reduced our Net Asset Value per Share from 47 US cents at 31 December 2021 to 40 US cents (30 June 2021 (re-presented): 49 US cents).
Our Business Focus and Recent Property Divestments
The business focus for the Group is to continue improving the operational performance of our remaining assets in order to preserve our cash balances thereby increasing the value of these assets in conjunction with the ongoing divestment process.
In Vietnam, the Group completed its sale of its Vietnam assets comprising the City International Hospital and the adjacent International Healthcare Park in Ho Chi Minh City, through disposal of the relevant subsidiaries on 28 February 2022. The majority of the proceeds were used to pay down debt.
In addition, further sale discussions are underway on some of our other remaining assets. Our aim continues to be to seek asset sales in a controlled, orderly and timely manner, to pay down remaining debts and then to return surplus sale proceeds to our shareholders. Due to the current difficult economic environment and the inherent nature of the remaining illiquid assets, the Board will remain open to assessing all options to meet the debt obligations.
Acknowledgements
I would like to take this opportunity to thank my colleagues on the Board and throughout our Group and our external advisors, bankers and service providers for their tireless efforts on behalf of the Group and its Shareholders.
This has been another very challenging period in the corporate life of Aseana but with our recently announced divestments and the continuous efforts to sell the remaining assets, I believe that we are heading into the final stages of the life of the Company.
NICK PARIS
Chairman
15 September 2022
PROPERTY PORTFOLIO AS AT 30 JUNE 2022
| Project | Type | Effective Ownership | Approximate Gross Floor Area (sq m) | Approximate Land Area (sq m) |
| Completed projects | | | | |
| The RuMa Hotel and Residences Kuala Lumpur, Malaysia | Luxury residential tower and bespoke hotel | 70.0% | 40,000 | 4,000 |
| Sandakan Harbour Square Sandakan, Sabah, Malaysia | Retail lots, hotel and retail mall | 100.0% | 126,000 | 48,000 |
| Undeveloped projects | | | | |
| Kota Kinabalu Seafront resort & residences | Land parcel approved for development of: (i) Boutique resort hotel and resort villas (ii) Resort homes | 80.0% | n/a | 172,900 |
*Shareholding as at 30 June 2022
n/a: Not available/ Not applicable
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| |
| Unaudited | Unaudited | Audited |
| | Notes | Six months ended 30 June | Six months ended 30 June | Year 31 December |
| | | 2022 | 2021 | 2021 |
| Continuing activities | | US$'000 | US$'000 | US$'000 |
|
| |
| Re-presented |
|
| Revenue | 3 | - | 516 | 595 |
| Cost of sales | 5 | - | (416) | (318) |
| Gross profit | | - | 100 | 277 |
| Other income | | 4,006 | 2,100 | 5,677 |
| Administrative expenses | | (1,833) | (357) | (1,408) |
| Foreign exchange (loss)/gain | 6 | (2,703) | 856 | 345 |
| Loss on disposal of subsidiaries | | (3,752) | - | - |
| Other operating expenses | | (7,524) | (3,168) | (6,826) |
| Operating loss | | (11,806) | (469) | (1,935) |
| Finance income | | 981 | 1,398 | 710 |
| Finance costs | | (1,718) | (2,274) | (3,621) |
| Net finance costs | | (737) | (876) | (2,911) |
| Net loss before taxation | | (12,543) | (1,345) | (4,846) |
| Taxation | 7 | (274) | (38) | (141) |
| Loss for the period/year from continuing operations |
| (12,817) | (1,383) | (4,987) |
| Discontinued operations |
|
| | |
| Loss for the period/year |
| - | (1,875) | (3,087) |
| Loss for the period/year |
| (12,817) | (3,258) | (8,074) |
Other comprehensive income/(loss), net of tax
Items that are or may be reclassified subsequently to profit or loss
| Foreign currency translation differences | | (1,647) | (3,316) | (3,584) |
| Total other comprehensive | | (1,647) | (3,316) | (3,584) |
| Total comprehensive loss |
| (14,464) | (6,574) | (11,658) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONT'D)
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| |
| Unaudited | Unaudited | Audited |
| | Notes | Six months ended 30 June | Six months ended 30 June | Year 31 December |
| | | 2022 | 2021 | 2021 |
| | | US$'000 | US$'000 | US$'000 |
|
| |
| Re-presented |
|
| Loss attributable to: |
|
| | |
|
|
|
| | |
| Equity holders of the parent company |
|
| | |
| Loss for the period/year |
| (11,314) | (701) | (3,850) |
| Loss for the period/year |
| - | (1,032) | (1,632) |
| Loss for the period/year attributable to equity holders of the parent company |
| (11,314) | (1,733) | (5,482) |
|
|
|
| | |
| Non-controlling interests |
|
| | |
| Loss for the period/year |
| (1,503) | (682) | (1,137) |
| Loss for the period/year |
| - | (843) | (1,455) |
| Loss for the period/year attributable to non-controlling interests |
| (1,503) | (1,525) | (2,592) |
| Loss for the period/year |
| (12,817) | (3,258) | (8,074) |
|
|
|
| | |
| Total comprehensive loss |
|
| | |
|
|
|
| | |
| Equity holders of the parent company |
|
| | |
| Total comprehensive loss |
| (13,145) | (2,646) | (5,960) |
| Total comprehensive loss |
| - | (2,044) | (2,719) |
| Total comprehensive loss attributable to equity holders of the parent company |
| (13,145) | (4,690) | (8,679) |
| |
|
| | |
| Non-controlling interests |
|
| | |
| Total comprehensive loss |
| (1,319) | (627) | (1,080) |
| Total comprehensive loss |
| - | (1,257) | (1,899) |
| Total comprehensive loss attributable to non-controlling interests |
| (1,319) | (1,884) | (2,979) |
| Total comprehensive loss |
| (14,464) | (6,574) | (11,658) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONT'D)
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| |
| Unaudited | Unaudited | Audited |
| | Notes | Six months ended 30 June | Six months ended 30 June | Year 31 December |
| | | 2022 | 2021 | 2021 |
| | | US$'000 | US$'000 | US$'000 |
|
| |
| Re-presented |
|
|
|
|
| | |
| Loss per share Basic and diluted (US cents) | |
| | |
| - from continuing operations | | (5.69) | (0.35) | (1.94) |
| - from discontinued operations | | - | (0.52) | (0.82) |
|
| | (5.69) | (0.87) | (2.76) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
| |
| Unaudited | Unaudited | Audited |
| | Notes | As at 30 June | As at 30 June | As at 31 December |
| |
| 2022 | 2021 | 2021 |
| |
| US$'000 | US$'000 | US$'000 |
| |
|
| Re-presented |
|
| Non-current assets | | | |
|
| Property, plant and equipment | | 82 | 106 | 104 |
| Intangible assets | | 578 | 578 | 578 |
| Right of use | | - | 17 | 1 |
| Deferred tax assets | | 4,707 | 4,944 | 4,979 |
| Total non-current assets |
| 5,367 | 5,645 | 5,662 |
|
| |
| | |
| Current assets | |
| | |
| Inventories | | 140,344 | 160,715 | 147,048 |
| Trade and other receivables | | 13,252 | 14,289 | 13,540 |
| Prepayments | | 498 | 354 | 496 |
| Current tax assets | | 476 | 923 | 781 |
| Assets held for sale | | - | 108 | 14,466 |
| Cash and cash equivalents | | 8,849 | 9,083 | 7,114 |
| Total current assets | | 163,419 | 185,472 | 183,445 |
|
| |
| | |
| TOTAL ASSETS | | 168,786 | 191,117 | 189,107 |
|
|
|
| | |
| Equity |
|
| | |
| Share capital | | 10,601 | 10,601 | 10,601 |
| Share premium | | 208,925 | 208,925 | 208,925 |
| Capital redemption reserve |
| 1,899 | 1,899 | 1,899 |
| Translation reserve |
| (24,683) | (22,612) | (22,852) |
| Accumulated losses |
| (117,229) | (102,166) | (105,915) |
| Shareholders' equity |
| 79,513 | 96,647 | 92,658 |
| Non-controlling interests | | (3,871) | (8,761) | (1,678) |
| Total equity | | 75,642 | 87,886 | 90,980 |
|
| |
| | |
| Non-current liabilities | |
| | |
| Trade and other payables | | 36,246 | 38,508 | 38,339 |
| Total non-current liabilities | | 36,246 | 38,508 | 38,339 |
|
|
|
| | |
| Current liabilities | |
| | |
| Trade and other payables | | 22,986 | 6,709 | 13,824 |
| Amount due to non-controlling interests | | 1,169 | 11,588 | 1,952 |
| Loans and borrowings | 9 | 1,589 | 2,978 | 1,695 |
| Medium term notes | 10 | 31,154 | 43,448 | 42,317 |
| Total current liabilities | | 56,898 | 64,723 | 59,788 |
|
|
|
| | |
| Total liabilities | | 93,144 | 103,231 | 98,127 |
|
| |
| | |
| TOTAL EQUITY AND LIABILITIES | | 168,786 | 191,117 | 189,107 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2022 - UNAUDITED
|
| Redeemable Ordinary Shares US$'000 | Management Shares US$'000 | Share Premium US$'000 | Capital Redemption Reserve US$'000 | Translation Reserve US$'000 | Accumulated Losses US$'000 | Total Equity Attributable to Equity Holders of the Parent US$'000 | Non- Controlling Interests US$'000 | Total Equity US$'000 |
| 1 January 2022 | 10,601 | - | 208,925 | 1,899 | (22,852) | (105,915) | 92,658 | (1,678) | 90,980 |
| Loss for the period | - | - | - | - | - | (11,314) | (11,314) | (1,503) | (12,817) |
| Total other comprehensive loss | - | - | - | - | (1,831) | - | (1,831) | 184 | (1,647) |
| Total comprehensive loss | - | - | - | - | (1,831) | (11,314) | (13,145) | (1,319) | (14,464) |
| Disposal of subsidiaries |
|
|
|
|
|
|
| (874) | (874) |
| Shareholders' equity at 30 June 2022 | 10,601 | -# | 208,925 | 1,899 | (24,683) | (117,229) | 79,513 | (3,871) | 75,642 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2021 - UNAUDITED
|
| Redeemable Ordinary Shares US$'000 | Management Shares US$'000 | Share Premium US$'000 | Capital Redemption Reserve US$'000 | Translation Reserve US$'000 | Accumulated Losses US$'000 | Total Equity Attributable to Equity Holders of the Parent US$'000 | Non- Controlling Interests US$'000 | Total Equity US$'000 |
| 1 January 2021 (re-presented) | 10,601 | - | 208,925 | 1,899 | (19,655) | (100,433) | 101,337 | (6,877) | 94,460 |
| Loss for the period | - | - | - | - | - | (1,733) | (1,733) | (1,525) | (3,258) |
| Total other comprehensive loss | - | - | - | - | (2,957) | - | (2,957) | (359) | (3,316) |
| Total comprehensive loss | - | - | - | - | (2,957) | (1,733) | (4,690) | (1,884) | (6,574) |
| Shareholders' equity at 30 June 2021 (re-presented) | 10,601 | -# | 208,925 | 1,899 | (22,612) | (102,166) | 96,647 | (8,761) | 87,886 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2021 - audited
| Consolidated | Redeemable Ordinary Shares US$'000 | Management Shares US$'000 | Share Premium US$'000 | Capital Redemption Reserve US$'000 | Translation Reserve US$'000 | Accumulated Losses US$'000 | Total Equity Attributable to Equity Holders of the Parent US$'000 | Non- Controlling Interests US$'000 | Total Equity US$'000 |
| Balance at 1 January 2020 (re-presented) | 10,601 | - | 208,925 | 1,899 | (21,644) | (90,135) | 109,646 | (3,848) | 105,798 |
| Changes in ownership interests in subsidiaries | - | - | - | - | - | (38) | (38) | 38 | - |
| Non-controlling interests contribution | - | - | - | - | - | (10,260) | (10,260) | (3,256) | (13,516) |
| Loss for the year | - | - | - | - | 1,889 | - | 1,889 | 189 | 2,078 |
| Total other comprehensive loss for the year | - | - | - | - | 1,889 | (10,260) | (8,371) |
| (11,428) |
| Total comprehensive loss for the year | | | | | 100 | - | 100 | - | 100 |
| As at 31 December 2020/ 1 January 2021 (re-presented) | 10,601 | -# | 208,925 | 1,899 | (19,655) | (100,433) | 101,337 | (6,877) | 94,460 |
| | | | | | | | | | |
| Changes in ownership interests in subsidiaries | - | - | - | - | - | - | - | (341) | (341) |
| Non-controlling interests contribution | - | - | - | - | - | - | - | 8,519 | 8,519 |
| Loss for the year | - | - | - | - | - | (5,482) | (5,482) | (2,592) | (8,074) |
| Total other comprehensive loss for the year | - | - | - | - | (3,197) | - | (3,197) | (387) | (3,584) |
| Total comprehensive loss for the year | - | - | - | - | (3,197) | - | (8,679) | (2,979) | (11,658) |
|
| | | | | | | | | |
| Shareholders' equity at 31 December 2021 | 10,601 | -# | 208,925 | 1,899 | (22,852) | (105,915) | 92,658 | (1,678) | 90,980 |
# Represents 2 management shares at US$0.05 each
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| | Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended 30 June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| | US$'000 | US$'000 | US$'000 |
| |
| Re-presented |
|
| Cash Flows from Operating Activities |
| | |
| Loss before taxation |
| | |
| - Continuing operations | (12,543) | (1,345) | (4,846) |
| - Discontinued operation | - | (1,875) | (3,087) |
| |
| | |
| Finance income | (981) | (1,399) | (710) |
| Finance costs | 1,718 | 4,311 | 3,621 |
| Loss on disposal of subsidiaries | 3,752 | - | - |
| Unrealised foreign exchange gain/(loss) | 2,650 | 853 | (346) |
| Depreciation of property, plant and equipment and right-of-use asset | 30 | 187 | 207 |
| Operating (loss)/profit before changes in working capital | (5,374) | 732 | (5,161) |
| Changes in working capital: |
| | |
| Decrease/(increase) in inventories | 1,643 | (753) | 4,660 |
| (Increase)/decrease in trade and other receivables and prepayments | (441) | 875 | (3,341) |
| Increase/(decrease) in trade and other payables | 5,469 | (443) | (2,324) |
| Cash generated from/(used in) operations | 1,297 | 411 | (6,166) |
| Interest paid | (1,715) | (4,299) | (3,618) |
| Tax paid | (3) | (36) | (46) |
|
|
| | |
| Net cash used in operating activities | (421) | (3,924) | (9,830) |
|
|
| | |
| Cash Flows from Investing Activities |
| | |
| Purchase of property, plant and | (12) | (14) | (42) |
| Proceeds from disposal of subsidiaries | 10,045 | - | - |
| Finance income received | 981 | 1,399 | 710 |
|
|
| | |
| Net cash from investing activities | 11,014 | 1,385 | 668 |
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)
FOR THE SIX MONTHS ENDED 30 JUNE 2022
| | Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| | US$'000 | US$'000 | US$'000 |
| |
| Re-presented |
|
| Cash Flows From Financing Activities |
| | |
| Advances (from)/to non-controlling interests | (697) | 303 | 121 |
| Issuance of ordinary share of subsidiaries to non-controlling interests | - | - | 8,519 |
| Repayment of finance lease liabilities | (155) | (227) | (163) |
| Repayment of loans and borrowings | (9,133) | - | - |
| Drawdown of loans and borrowings and Medium Term notes | - | 5,806 | 3,559 |
|
|
| | |
| Net cash (used in)/from financing activities | (9,985) | 5,881 | 12,036 |
|
|
| | |
| Net changes in cash and cash equivalents during the period/year | 608 | 3,342 | 2,874 |
| Effect of changes in exchange rates | 1,127 | (207) | (1,148) |
| Cash and cash equivalents at the beginning of the period/year (i) | 7,114 | 5,948 | 5,388 |
| Cash and cash equivalents at the end of the period/year (i) | 8,849 | 9,083 | 7,114 |
(i) Cash and Cash Equivalents
Cash and cash equivalents included in the consolidated statement of cash flows comprise the following consolidated statement of financial position amounts:
| | Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| | US$'000 | US$'000 | US$'000 |
| |
| Re-presented |
|
| Cash and bank balances | 6,405 | 6,622 | 4,644 |
| Short term bank deposits | 2,444 | 2,461 | 2,470 |
| | 8,849 | 9,083 | 7,114 |
| Less: Deposits pledged (ii) | (2,312) | (2,174) | (2,470) |
| Cash and cash equivalents | 6,537 | 6,909 | 4,644 |
(ii) Included in short term bank deposits and cash and bank balance is US$2,312,000 (31 December 2021: US$2,470,000; 30 June 2021: US$2,174,000) pledged for loans and borrowings and Medium Term Notes of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
1 GENERAL INFORMATION
The principal activities of the Group are the sale of development land and the operation and sale of hotels, and a shopping mall in Malaysia, and a hospital in Vietnam.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 BASIS OF PREPARATION
The interim condensed consolidated financial statements for the six months ended 30 June 2022 have been prepared in accordance with IAS 34, Interim Financial Reporting.
The interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2021 which have been prepared in accordance with IFRS.
Taxes on income in the interim period are accrued using the tax rate that would be applicable to expected total annual earnings.
The interim results have not been audited nor reviewed and do not constitute statutory financial statements.
The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2021 as described in those annual financial statements.
The interim report and financial statements were approved by the Board of Directors on 14 September 2022.
3 SEGMENTAL INFORMATION
Segmental information represents the level at which financial information is reported to the Board of Directors, being the chief operating decision makers as defined in IFRS 8. The Directors determine the operating segments based on reports reviewed and used by their staff for strategic decision making and resource allocations. For management purposes, the Group is organised into project units.
The Group's reportable operating segments are as follows:
(i) Investment Holding Companies - investing activities;
(ii) Ireka Land Sdn. Bhd. - developed Tiffani ("Tiffani") by i-ZEN;
(iii) ICSD Ventures Sdn. Bhd. - owns and operates the Harbour Mall Sandakan ("HMS") and the Sandakan hotel asset ("SHA", formerly Four Points by Sheraton Sandakan Hotel);
(iv) Amatir Resources Sdn. Bhd. - developed the SENI Mont' Kiara ("SENI");
(v) The RuMa Hotel KL Sdn. Bhd. - operates the RuMa Hotel; and
(vi) Urban DNA Sdn. Bhd. - developed and owns the RuMa Hotel and Residences ("The RuMa")
Other non-reportable segments comprise the Group's other development projects. None of these segments meets any of the quantitative thresholds for determining reportable segments in 2022 and 2021.
Information regarding the operations of each reportable segment is included below. The Board of Directors monitors the operating results of each segment for the purpose of performance assessments and making decisions on resource allocation. Performance is based on segment gross profit/(loss) and profit/(loss) before taxation, which the Directors believes are the most relevant in evaluating the results relative to other entities in the industry. Segment assets presented inclusive of inter-segment balances and inter-segment pricing is determined on an arm's length basis.
The Group's revenue generating development projects are located in Malaysia and Vietnam.
3 SegmentAL Information (cont'd)
Operating Segments ended 30 June 2022 - Unaudited
| | Investment Holding Companies | Ireka | ICSD Ventures Sdn. Bhd. | Amatir Resources Sdn. Bhd. | The RuMa Hotel KL Sdn. Bhd. | Urban DNA Sdn. Bhd. | Total |
| | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| Segment (loss)/profit before taxation | (5,348) | (7) | (219) | 187 | (3,784) | (1,222) | (10,393) |
| Included in the measure of segment (loss)/profit are: |
|
|
|
|
|
| |
| Revenue | - | - | - | - | - | - | - |
| Cost of sales | - | - | - | - | - | - | - |
| Revenue from hotel operations | - | - | - | - | 2,721 | - | 2,721 |
| Revenue from mall operations | - | - | 1,084 | - | - | - | 1,084 |
| Expenses from hotel operations | - | - | (127) | - | (3,136) | - | (3,263) |
| Expenses from mall operations | - | - | (636) | - | - | - | (636) |
| Depreciation of property, plant and equipment | - | - | (4) | - | (26) | - | (30) |
| Finance costs | - | - | (623) | (98) | - | (976) | (1,697) |
| Finance income | 682 | - | 22 | 255 | - | - | 959 |
| Segment assets | 9,647 | 60 | 56,175 | 2,819 | 891 | 89,676 | 159,268 |
| Segment liabilities | 418 | 3 | 1,599 | 2,556 | 5,647 | 50,266 | 60,489 |
3 SegmentAL Information (cont'd)
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items
| Profit or loss | US$'000 |
| Total loss for reportable segments | (10,393) |
| Other non-reportable segments | (2,107) |
| Finance income | 22 |
| Others | (65) |
| | |
| Consolidated loss before taxation | (12,543) |
3 SegmentAL Information (conT'd)
Operating Segments ended 30 June 2021 - Unaudited (re-presented)
| | Continuing operations |
|
|
| |||||
| | Investment Holding Companies | Ireka | ICSD Ventures Sdn. Bhd. | Amatir Resources Sdn. Bhd. | The RuMa Hotel KL Sdn. Bhd. | Urban DNA Sdn. Bhd. | Total continuing operations | Discontinued operations | Total |
| | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| Segment (loss)/profit before taxation | (1,665) | - | (223) | 227 | (1,128) | (1,143) | (3,932) | (1,875) | (5,807) |
| Included in the measure of segment (loss)/profit are: |
|
|
|
|
|
| | | |
| Revenue | - | - | - | - | - | 516 | 516 | - | 516 |
| Cost of sales | - | - | - | - | - | (416) | (416) | - | (416) |
| Revenue from hotel operations | - | - | - | - | 1,005 | - | 1,005 | - | 1,005 |
| Revenue from mall operations | - | - | 945 | - | - | - | 945 | - | 945 |
| Revenue from hospital operations | - | - | - | - | - | - | - | 5,574 | 5,574 |
| Expenses from hotel operations | - | - | (27) | - | (1,967) | - | (1,994) |
| (1,994) |
| Expenses from mall operations | - | - | (636) | - | - | - | (636) |
| (636) |
| Expenses from hospital operations | - | - | - | - | - | - | - | (5,304) | (5,304) |
| Depreciation of property, plant and equipment | - | - | (26) | - | (139) | - | (165) | (16) | (181) |
| Finance costs | - | - | (585) | (102) | - | (869) | (1,556) | (2,037) | (3,593) |
| Finance income | 356 | - | 22 | 336 | - | 11 | 725 | 1 | 726 |
| Segment assets | 5,104 | 132 | 58,906 | 3,192 | 648 | 103,929 | 171,911 | 86,460 | 258,371 |
| Segment liabilities | 1,850 | 3 | 1,806 | 2,806 | 2,091 | 49,686 | 58,242 | 77,443 | 135,685 |
3 SegmentAL Information (cont'd)
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items
| Profit or loss | US$'000 |
| Total loss for reportable segments | (5,807) |
| Other non-reportable segments | 2,515 |
| Finance income | 673 |
| Others | (601) |
| | |
| Consolidated loss before taxation | (3,220) |
3 SegmentAL Information (cont'd)
Operating Segments - Year ended 31 December 2021 - Audited
| | Continuing operations |
|
|
| |||||
| | Investment Holding Companies | Ireka Land Sdn. Bhd. | ICSD Ventures Sdn. Bhd. | Amatir Resources Sdn. Bhd. | The RuMa Hotel KL Sdn. Bhd. | Urban DNA Sdn. Bhd. | Total continuing operations | Discontinued operations | Total |
| | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| Segment (loss)/profit before taxation | (3,113) | (2) | (580) | 360 | (1,637) | (2,030) | (7,003) | (3,087) | (10,089) |
| Included in the measure of segment (loss)/profit are: | | | | | | | | | |
| Revenue | - | - | - | - | - | 595 | 595 | - | 595 |
| Other income from hotel operations | - | - | - | - | 2,679 | - | 2,679 | - | 2,679 |
| Other income from mall operations | - | - | 2,007 | - | - | - | 2,007 | - | 2,007 |
| Other income from hospital operations | - | - | - | - | - | - | - | 12,768 | 12,768 |
| Expenses from hotel operations | - | - | (255) | - | (4,042) | - | (4,297) | - | (4,297) |
| Expenses from mall operations | - | - | (1,072) | - | - | - | (1,072) | - | (1,072) |
| Expenses from hospital operations | - | - | - | - | - | - | - | (11,144) | (11,144) |
| Depreciation of property, plant and equipment | - | - | (43) | - | (164) | - | (207) | - | (207) |
| Finance costs | (172) | - | (1,290) | (203) | (2) | (1,909) | (3,576) | (5,358) | (8,934) |
| Finance income | - | - | 45 | 600 | - | 20 | 665 | 335 | 1,000 |
| Segment assets | 6,837 | 78 | 58,322 | 3,212 | 703 | 95,243 | 164,395 | 100,812 | 265,207 |
| Segment liabilities | 3,659 | 3 | 1,589 | 2,785 | 1,824 | 44,246 | 54,106 | 86,347 | 140,453 |
3 Segmental Information (cont'd)
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items
| Profit or loss | US$'000 |
| Total loss for reportable segments | (7,003) |
| Other non-reportable segments | 2,157 |
| Finance income | (45) |
| Others | 45 |
| | |
| Consolidated loss before taxation | (4,846) |
3 SegmentAL Information (cont'd)
Six months ended 30 June 2022 - Unaudited
| US$'000 | Revenue | Depreciation | Finance | Finance | Segment | Segment liabilities | Addition to non-current assets |
| Total reportable segment | - | (30) | (1,696) | 959 | 159,268 | 60,489 | 12 |
| Other non-reportable segments | - | - | (22) | 22 | 9,518 | 32,655 | - |
| Consolidated total | - | (30) | (1,718) | 981 | 168,786 | 93,144 | 12 |
3 SegmentAL Information (cont'd)
Six months ended 30 June 2021 - Unaudited (Re-presented)
| US$'000 | Revenue | Depreciation | Finance | Finance | Segment | Segment liabilities | Addition to non-current assets |
| Total reportable segment | 516 | (165) | (1,556) | 725 | 171,911 | 58,242 | 15 |
| Other non-reportable segments | - | (22) | (162) | 674 | 19,206 | 44,989 | - |
| Consolidated total | 516 | (187) | (1,718) | 1,399 | 191,117 | 103,231 | 15 |
3 SegmentAL Information (cont'd)
Six months ended 31 December 2021 - Audited
| US$'000 | Revenue | Depreciation | Finance | Finance | Segment | Segment liabilities | Addition to non-current assets |
| Total reportable segment | 595 | (207) | (3,576) | 665 | 164,395 | 54,106 | 42 |
| Other non-reportable segments | - | 109 | (45) | 45 | 24,712 | 44,021 | - |
| Consolidated total | 595 | (98) | (3,621) | 710 | 189,107 | 98,127 | 42 |
3 Segmental Information (cont'd)
Geographical Information - six months ended 30 June 2022 - Unaudited
| |
|
|
| Malaysia |
| |
|
|
| US$'000 |
| Revenue |
|
|
| - |
| Non-current assets |
|
|
| 5,367 |
Geographical Information - six months ended 30 June 2021 - Unaudited (re-presented)
| | Continuing operations |
|
|
|
| | Malaysia | Total continuing operations | Discontinued operation | Total |
| | US$'000 | US$'000 | US$'000 | US$'000 |
| Revenue | 516 | 516 | - | 516 |
| Non-current assets | 9,164 | 9,164 | 422 | 9,586 |
Geographical Information - year ended 31 December 2021 - Audited
| | Continuing operations |
|
|
|
| | Malaysia | Total continuing operations | Discontinued operation | Consolidated |
| | US$'000 | US$'000 | US$'000 | US$'000 |
| Revenue | 1,329 | 1,329 | - | 1,329 |
| Non-current assets | 5,970 | 5,970 | 3,963 | 9,933 |
In the financial period/year ended 30 June 2022; 30 June 2021; 31 December 2021, no single customer exceeded 10% of the Group's total revenue.
4 SEASONALITY
The Group's business operations were not materially affected by seasonal factors for the period under review but was negatively affected by the MCO in Malaysia resulting from the COVID-19 pandemic.
5 COST OF SALES
| | Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended 30 June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| |
| (Re-presented) |
|
| | US$'000 | US$'000 | US$'000 |
| Direct costs attributable to: |
| | |
| Completed Units | - | 416 | 318 |
6 FOREIGN EXCHANGE (LOSS)/GAIN
| | Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended 30 June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| |
| (Re-presented) |
|
| | US$'000 | US$'000 | US$'000 |
| Foreign exchange gain/(loss) comprises: | | | |
| Realised foreign exchange loss | (53) | 3 | (1) |
| Unrealised foreign exchange gain/(loss) | (2,650) | 853 | 346 |
| | (2,703) | 856 | 345 |
7 TAXATION
| | Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended 30 June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| |
| (Re-presented) |
|
| | US$'000 | US$'000 | US$'000 |
| Current tax expense | 274 | 38 | 189 |
| Deferred tax credit | - | - | (48) |
| Total tax expense/(income) for the period/year |
274 |
38 | 141 |
7 Taxation (Cont'd)
The numerical reconciliation between the income tax expense and the product of accounting results multiplied by the applicable tax rate is computed as follows:
| | Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended 30 June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| |
| (Re-presented) |
|
| | US$'000 | US$'000 | US$'000 |
|
Net loss before taxation | (12,543) | (1,345) | (4,846) |
|
| (3,010) | (323) | (1,163) |
|
|
| | |
| Add : |
| | |
| Tax effect of expenses not deductible in determining taxable profit | 2,486 | 309 | 1,666 |
| Current year losses and other tax benefits for which no deferred tax asset was recognised | 590 | 406 | 787 |
| Tax effect of different tax rates in subsidiaries | - | 361 | - |
| Less : |
| | |
| Tax effect of income not taxable in determining taxable profit | (16) | (715) | (1,220) |
| (Under)/over provision in respect of prior period/year | 224 | - | 71 |
| Total tax expense for the period/year | 274 | 38 | 141 |
The applicable corporate tax rate in Malaysia is 24%.
The Company is treated as a tax resident of Jersey for the purpose of Jersey tax laws and is subject to a tax rate of 0%. The Company is also registered as an International Services Entity so it does not have to charge or pay local Goods and Services Tax. The cost for this registration is £200 per annum.
The Directors intend to conduct the Group's affairs such that the central management and control is not exercised in the United Kingdom and so that neither the Company nor any of its subsidiaries carries on any trade in the United Kingdom. The Company and its subsidiaries will thus not be residents in the United Kingdom for taxation purposes. On this basis, they will not be liable for United Kingdom taxation on their income and gains other than income derived from a United Kingdom source.
8 LOSS PER SHARE
Basic and diluted loss per ordinary share
The calculation of basic and diluted loss per ordinary share for the period/year ended was based on the loss attributable to equity holders of the parent and a weighted average number of ordinary shares outstanding, calculated as below:
| | Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended 30 June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| |
| (Re-presented) |
|
| Loss attributable to equity holders of the parent (US$'000) |
| | |
| - continuing operations | (11,314) | (701) | (3,850) |
| - discontinued operations | - | (1,032) | (1,632) |
| | (11,314) | (1,733) | (5,482) |
| |
| | |
| Weighted average number of shares | 198,691,000 | 198,691,000 | 198,691,000 |
| |
| | |
| Loss per share |
| | |
| Basic and diluted (US cents) |
| | |
| - continuing operations | (5.69) | (0.35) | (1.94) |
| - discontinued operations | - | (0.52) | (0.82) |
|
| (5.69) | (0.87) | (2.76) |
9 LOANS AND BORROWINGS
| |
| Unaudited | Unaudited | Audited |
|
|
| As at 30 June | As at 30 June | As at 31 December |
|
|
| 2022 | 2021 | 2021 |
| |
| US$'000 | US$'000 | US$'000 |
| |
|
| (Re-presented) |
|
| Current |
|
| | |
| Bank loans |
| 1,589 | 2,936 | 1,681 |
| Finance lease liabilities |
| - | 42 | 14 |
| |
| 1,589 | 2,978 | 1,695 |
The effective interest rates on the bank loans and finance lease arrangement for the period is 12% (30 June 2021 (re-presented): 12%; 31 December 2021: 12%) per annum respectively.
Borrowings are denominated in Malaysian Ringgit.
Bank loans are secured by land held for property development, work-in-progress, operating assets of the Group, pledged deposits and some by the corporate guarantee of the Company.
Reconciliation of movement of loans and borrowings to cash flows arising from financing activities:
|
| As at 1 | Drawdown of loan | Repayment of loan | Foreign exchange movements | As at 30 |
| Unaudited | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| Bank loans | 1,681 | - | - | (92) | 1,589 |
|
| As at 1 (Re-presented) | Drawdown of loan
| Repayment of loan
| Foreign exchange movements
| As at 30 (Re-presented) |
| Unaudited | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| Bank loans | 1,742 | 1,250 | - | (56) | 2,936 |
9 Loans and Borrowings (Cont'd)
|
| As at 1 January | Drawdown of loan | Repayment of loan | Foreign exchange movements | As at 31 December |
| Audited | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| Bank loans | 1,742 | 1,250 | (1,250) | (61) | 1,681 |
|
| As at 1 January | Repayment | Interest expenses | Foreign exchange movements | As at 30 June 2022 |
| Unaudited | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| Lease Liabilities | 14 | (13) | - | (1) | - |
|
| As at 1 January (Re-presented) | Repayment
| Interest expenses
| Foreign exchange movements
| As at 30 June 2021 (Re-presented) |
| Unaudited | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| Lease Liabilities | 181 | (227) | 12 | 77 | 43 |
|
| As at 1 January | Repayment | Interest expenses | Foreign exchange movements | As at 31 December 2021 |
| Audited | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| Lease Liabilities | 181 | (163) | 3 | (7) | 14 |
10 MEDIUM TERM NOTES
| | Unaudited | Unaudited | Audited |
| | As at | As at | As at |
| | 30 June | 30 June | 31 December |
| | 2022 | 2021 | 2021 |
| |
|
| (Re-presented) |
| | US$'000 | US$'000 | US$'000 |
| Outstanding medium term notes | 31,154 | 43,609 | 42,317 |
| Net transaction costs | - | (161) | - |
| Less: |
| | |
| Repayment due within twelve months* | (31,154) | (43,448) | (42,317) |
| Repayment due after twelve months | - | - | - |
* Nil net transaction costs in relation to medium term notes due within twelve months. (30 June 2021: US$0.67 million; 31 December 2021: Nil)
10 Medium Term Notes (cont'd)
Reconciliation of movement of medium term notes to cash flows arising from financing activities:
|
| As at 1 January | Drawdown of loan | Repayment of loan | Foreign exchange movements | As at 30 |
| Unaudited | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
|
Medium Term Notes | 42,316 | - | (9,133) | (2,029) | 31,154 |
|
| As at 1 January (Re-presented) | Drawdown of loan | Repayment of loan | Foreign exchange movements | As at 30 (Re-presented) |
| Unaudited | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
|
Medium Term Notes | 40,200 | 4,556 | - | (1,308) | 43,448 |
|
| As at 1 January | Drawdown of loan | Repayment of loan | Foreign exchange movements | As at 31 December 2021 |
| Audited | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
|
Medium Term Notes | 40,200 | 3,559 | - | (1,443) | 42,316 |
The Medium Term Notes ("MTNs") were issued pursuant to a programme with a tenor of ten (10) years from the first issue date of the notes. The MTNs were issued by a subsidiary, to fund two development projects known as Sandakan Harbour Square and Aloft Kuala Lumpur Sentral ("AKLS") in Malaysia.
Following the completion of the sale of the AKLS by the Group in 2016, the net adjusted price value for the sale of AKLS, which included the sale of the entire issued share capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd. (the "Aloft Companies") were used to redeem the MTN Series 2 and Series 3. Following the completion of the disposal of AKLS, US$96.25 million (RM394.0 million) of MTN associated with the AKLS (Series 3) and the Four Points Sheraton Sandakan (Series 2) were repaid on 19 August 2016. The charge in relation to AKLS was also discharged following the completion of the disposal.
The Group completed the "roll-over" for the remaining MTNs of US$24.43 million which is due on 10 December 2020, and 2021; it is now repayable on 8 December 2022. The MTNs are rated AAA.
Repayment of US$9.13 million (RM39.0 million) was made in the current financial period.
10 Medium Term Notes (cont'd)
The weighted average interest rate of the MTN was 4.50% per annum at the statement of financial position date. The effective interest rates of the MTN and their outstanding amounts are as follows:
| | Maturity Dates | Interest rate % per annum | US$'000 |
| Series 1 Tranche FGI | 8 Dec 2022 | 4.50 | 7,892 |
| Series 1 Tranche BG | 8 Dec 2022 | 4.50 | 5,954 |
| |
| | 13,846 |
The medium term notes are secured by way of:
(i) bank guarantee from two financial institutions in respect of the BG Tranches;
(ii) financial guarantee insurance policy from Danajamin Nasional Berhad ("Danajamin") in respect to the FG Tranches;
(iii) a first fixed and floating charge over the present and future assets and properties of Silver Sparrow Berhad and ICSD Ventures Sdn. Bhd. by way of a debenture;
(iv) a third party first legal fixed charge over ICSD Ventures Sdn. Bhd.'s assets and
land;
(v) a corporate guarantee by the Company;
(vi) letter of undertaking from the Company to provide financial and other forms of support to ICSD Ventures Sdn. Bhd. to finance any cost overruns associated with the development of the Sandakan Harbour Square;
(vii) assignment of all its present and future rights, interest and benefits under the ICSD Ventures Sdn. Bhd.'s Put Option Agreements in favour of Danajamin, Malayan Banking Berhad and OCBC Bank (Malaysia) Berhad (collectively as "the guarantors") where once exercised, the sale and purchase of HMS and SHA shall take place in accordance with the provision of the Put Option Agreement; and the proceeds from HMS and SHA will be utilised to repay the MTNs;
(viii) assignment over the disbursement account, revenue account, operating account, sale proceed account, debt service reserve account and sinking fund account of Silver Sparrow Berhad; revenue account of ICSD Venture Sdn. Bhd;
(ix) assignment of all ICSD Ventures Sdn. Bhd's present and future rights, title, interest and benefits in and under the insurance policies; and
(x) a first legal charge over all the shares of Silver Sparrow Berhad, ICSD Ventures Sdn. Bhd. and any dividends, distributions and entitlements.
10 Medium Term Notes (cont'd)
Potensi Angkasa Sdn Bhd ("PASB"), a subsidiary incorporated on 25 February 2019, has secured a commercial paper and/or medium term notes programme not exceeding US$21.02 mil (RM90.0 million) ("CP/MTN Programme") to fund a project known as The RuMa Hotel and Residences. PASB may, from time to time, issue commercial paper and/or medium term notes ("Notes") whereby the nominal value of outstanding Notes shall not exceed US$21.02 million (RM90.0 million) at any one time. The details of the drawdown schedule were as follows:
| Initial Issue | First Roll-over | Second Roll-over | ||||||
| Tranche Number | Date | RM ('000) | Tranche | Date | RM ('000) | Tranche | Date | RM ('000) |
| Tranche 1-23 | 10 Jun 2019 | 22,850 | Tranche 63-83 | 10 Jun 2020 | 20,950 | Tranche 124-142 | 10 Jun 2021 | 19,050 |
| Tranche 24-31 | 30 Sep 2019 | 9,600 | Tranche 84-91 | 30 Sep 2020 | 9,600 | Tranche 143-147 | 1 Oct 2021 | 4,750 |
| Tranche 32-49 | 7 Oct 2019 | 17,100 | Tranche 92-109 | 7 Oct 2020 | 17,100 | Tranche 148-165 | 8 Oct 2021 | 17,100 |
| Tranche 50-62 | 25 Feb 2020 | 15,350 | Tranche 110-122 | 25 Feb 2021 | 15,350 | Tranche 166-178 | 28 Feb 2022 | 15,350 |
| Tranche 123 | 9 Jun 2021 | 20,000 | Tranche 179 | 10 Jun 2022 | 20,000 | | | |
The weighted average interest rate of the loan was 8.9% per annum at the statement of financial position date. The effective interest rates of the medium-term notes and their outstanding amounts were as follows:
Maturity
| | Maturity Dates | Interest rate % per annum | US$'000 |
| Tranche 124-142 | 13 Jun 2022 * | 8.5 | 4,324 |
| Tranche 143-147 | 3 Oct 2022 | 8.5 | 1,078 |
| Tranche 148-165 | 11 Oct 2022 | 8.5 | 3,882 |
| Tranche 166-178 | 1 Mar 2023 | 8.5 | 3,484 |
| Tranche 179 | 11 Jun 2023 | 10.0 | 4,540 |
| |
| | 17,308 |
* Maturity date of Tranche 124-142 was further extended to 12 February 2023.
Security for CP/MTN Programme
(a) A legal charge over the Designated Accounts by the PASB and/or the Security Party (as defined below) (as the case may be) and assignment of the rights, titles, benefits and interests of the PASB and/or the Security Party (as the case may be) thereto and the credit balances therein on a pari passu basis among all Notes, subject to the following:
(i) In respect of the 75% of the sale proceeds of a Secured Asset ("Net Sale Proceeds") arising from the disposal of a Secured Asset, the Noteholders of the relevant Tranche secured by such Secured Asset shall have the first ranking security over such Net Sale Proceeds;
10 Medium Term Notes (cont'd)
(ii) In respect of the insurance proceeds from the Secured Assets ("Insurance Proceeds"), the Noteholders of the relevant Tranche secured by such Secured Asset shall have the first ranking security over such Insurance Proceeds;
(iii) In respect of the sale deposits from the Secured Assets ("Sale Deposits"), the Noteholders of the relevant Tranche secured by such Secured Asset shall have the first ranking security over such Sale Deposits;
(iv) In respect of the amount at least equivalent to an amount payable in respect of any coupon payment of that particular Tranche for the next six (6) months to be maintained by the Issuer ("Issuer's DSRA Minimum Required Balance"), the Noteholders of the relevant Tranche shall have the first ranking security over such Issuer's DSRA Minimum Required Balance;
(v) In respect of the proceeds from the Collection Account ("CA Proceeds"), the Noteholders of the relevant Tranche shall have the first ranking security over such CA Proceeds; and
(vi) In respect of any amount deposited by the Guarantor which are earmarked for the purposes of an early redemption of a particular Tranche of the Notes and/or principal payment of a particular Tranche of the Notes ("Deposited Amount"), the Noteholders of the relevant Tranche shall have the first ranking security over such Deposited Amount;
(b) An irrevocable and unconditional guarantee provided by the Urban DNA Sdn Bhd for all payments due and payable under the CP/MTN Programme ("Guarantee"); and
(c) Any other security deemed appropriate and mutually agreed between the PASB and the Principal Adviser/Lead Arranger ("PA/LA"), the latter being Kenanga Investment Bank Berhad.
Security for each medium term note:
Each Tranche shall be secured by assets ("Secured Assets") to be identified prior to the issue date of the respective Tranche.
Such Secured Assets may be provided by third party(ies), (which, together with the Guarantor, shall collectively be referred to as "Security Parties" and each a "Security Party") and/or by the PASB. Subject always to final identification of the Secured Asset prior to the issue date of the respective Tranche, the security for any particular Tranche may include but not limited to the following:
(a) Legal assignment and/or charge by the PASB and/or the Security Party (as the case may be) of the Secured Assets;
(b) An assignment over all the rights, titles, benefits and interests of the PASB and/or the Security Party (as the case may be) under all the sale and purchase agreements executed by end-purchasers and any subsequent sale and purchase agreement to be executed in the future by end-purchaser (if any), in relation to the Secured Assets;
(i) A letter of undertaking from Aseana Properties Limited to, amongst others, purchase the Secured Assets ("Letter of Undertaking"); and/or
10 Medium Term Notes (CONT'D)
(c) Any other security deemed appropriate and mutually agreed between the Issuer and the PA/LA and/or Lead Manager prior to the issuance of the relevant Tranche.
The security for each Tranche is referred to as "Tranche Security".
11 RELATED PARTY TRANSACTIONS
Transactions between the Group with Ireka Corporation Berhad ("ICB") and its group of companies are classified as related party transactions based on ICB's 23.07% shareholding in the Company.
Related parties also include key management personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all the Directors of the Group, and certain members of senior management of the Group.
| | Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended 30 June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| |
| (Re-presented) |
|
| | US$'000 | US$'000 | US$'000 |
| ICB Group of Companies |
| | |
| Accrued interest on shareholders advance payable by ICB | 682 | 356 | 122 |
| Accrued interest on a contract payment by an ICB subsidiary | 66 | 70 | - |
| Hosting and IT support services charged by an ICB subsidiary | - | 2 | - |
| Marketing commission charged by an ICB subsidiary | - | 7 | - |
| Rental expenses charge by an ICB subsidiary | - | 29 | - |
| |
| | |
| Key management personnel |
| | |
| Fees and short-term employee benefits | 1,027 | 271 | 578 |
11 Related Party Transactions (continued)
Transactions between the Group and other significant related parties are as follows:
|
| Unaudited | Unaudited | Audited |
| | Six months | Six months | Year |
| | ended 30 June | ended 30 June | ended 31 December |
| | 2022 | 2021 | 2021 |
| |
| (Re-presented) |
|
| | US$'000 | US$'000 | US$'000 |
| Non-controlling interests |
|
|
|
| Advances - non-interest bearing | (697) | 193 | 121 |
The outstanding amounts due from/(to) ICB and its group of companies as at 30 June 2022, 30 June 2021 and 31 December 2021 are as follows:
| | Unaudited As at 30 June 2022
US$'000 | Unaudited As at 30 June 2021 (Re-presented) US$'000 | Audited As at 31 December 2021
US$'000 |
| Net amount due from an ICB subsidiary | 1,960 | 1,945 | 2,005 |
| Net amount due from ICB | 3,771 | 5,109 | 3,178 |
On 29 July 2022, ICB announced that it had submitted an application for Judicial Management for its subsidiary, Ireka Engineering & Construction Sdn Bhd ("IECSB"), from which the Group recognizes a net amount due. No further information is available at the time of this report, the Group will be monitoring the situation closely including assessing the potential impact to the Group's financial position and performance.
The outstanding amounts due from/(to) the other significant related parties as at 30 June 2022, 30 June 2021 and 31 December 2021 are as follows:
| | Unaudited As at 30 June 2022
US$'000 | Unaudited As at 30 June 2021 (Re-presented) US$'000 | Audited As at 31 December 2021
US$'000 |
| Non-controlling interests |
| | |
| Advances - non-interest bearing | (1,169) | (11,588) | (1,952) |
Transactions between the parent company and its subsidiaries are eliminated in these consolidated financial statements.
12 DIVIDENDS
The Company has not paid or declared any dividends during the financial period ended 30 June 2022.
13 INTERIM STATEMENT
Copies of this interim statement are available on the Company's website www.aseanaproperties.com or from the Company's registered office at Osprey House, Old Street, St Helier, Jersey JE2 3RG, Channel Islands.
14 EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE
On 3 August 2022, the Group terminated the conditional agreement dated 9 September 2021 for the sale of the remaining 58 residential units at The RuMa Hotel and Residences as a result of certain conditions in the agreement that had not been met.
PRINCIPAL RISKS AND UNCERTAINTIES
The Board has overall responsibility for risk management and internal control. The following have been identified previously as the areas of principal risk and uncertainty facing the Company, and they remain relevant in the second half of the year.
· Economic
· Strategic
· Regulatory
· Law and regulations
· Tax regimes
· Management and control
· Operational
· Financial
· Going concern
For greater detail, please refer to page 17 of the Company's Annual Report for 2021, a copy of which is available on the Company's website www.aseanaproperties.com.
RESPONSIBILITY STATEMENT
The Directors of the Company confirm that to the best of their knowledge that:
a) The condensed consolidated financial statements have been prepared in accordance with IAS 34 (Interim Financial Reporting);
b) The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
c) The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
On behalf of the Board
NICK PARIS
Director
15 September 2022
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