Source - RNS
RNS Number : 0331M
Vinaland ZDP Ltd
07 October 2016
 

VINALAND ZDP LIMITED

ANNUAL FINANCIAL REPORT FOR THE PERIOD ENDED 30 JUNE 2016

The full Annual Report and Accounts will shortly be available on the Investment Manager's website at http://www.vnl-fund.com.

This Report and Accounts should be read in conjunction with the Report and Accounts of Vinaland Limited ("VNL"), which can shortly be found on the Investment Manager's website http://www.vnl-fund.com.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REPORT OF THE DIRECTORS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Directors present their annual report and audited financial statements of VinaLand ZDP Ltd. for the year ended 30 June 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incorporation

 

 

 

 

 

 

 

 

 

 

VinaLand ZDP Ltd. ("the Company"), a non-cellular company limited by shares, was incorporated under The Companies (Guernsey) Law, 2008 on 15 November 2013.  The Company's registered number is 57528.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal Activities

 

 

 

 

 

 

 

 

 

 

The Company is a wholly owned subsidiary of VinaLand Limited ("the Parent"), an exempted company incorporated under the laws of the Cayman Islands with registered number MC-154178, together referred to as "the Group".  The Company was formed specifically for the issuing of Zero Dividend Preference ("ZDP") Shares.  It raised £15,000,000 before expenses on 20 December 2013 by placing 15,000,000 ZDP Shares, which are listed on the UK Official List and traded on the London Stock Exchange by way of a standard listing.  The Company has no other operations or activities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business review and Company objective

 

 

 

 

 

 

 

 

The objective of the Company is to provide the final capital entitlement of the ZDP Shares to the holders of the ZDP Shares at the redemption date of 19 December 2016. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The placing of 15,000,000 ZDP shares at 100p per share raised a net total of £14.67million.  The expenses of the placing were borne by the Company.  Pursuant to a loan agreement between the Company and the Parent, the Company has extended a loan facility of the Net Issue Proceeds of the placing, less a cash float, to the Parent.  The loan is unsecured and interest accrues at the same rate as the accruing capital entitlement of the ZDP Shares under the Company's Articles of Incorporation. The loan plus accrued interest, is repayable on 19 December 2016, ("the Final Repayment Date").  A non-utilisation fee is receivable on the amount of the loan facility not drawn down using the formula as set out in clause 4.5.1 of the Articles accruing from 20 December 2013 until the Final Repayment Date, compounded daily.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A letter of support provided by the Parent has been made whereby the Parent will undertake to contribute such funds as would ensure that the Company will have, in aggregate, sufficient assets on 19 December 2016 to satisfy the final capital entitlement of the ZDP Shares of 126p per share, being £18,900,000 in total.  This assumes that the Parent and the Company have sufficient assets at 19 December 2016 to repay the ZDP Shares. To this extent, the Company is reliant upon the investment performance of the Parent and subject to the principal risks as set out in the Business Review contained in the Annual Report of the Parent.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

To protect the interests of the ZDP Shareholders, the loan agreement contains a restriction on the Group incurring any such borrowings (other than short-term indebtedness in the normal course of business, such as when settling share transactions) except where such borrowings are for the purpose of paying the final capital entitlement due to the holders of ZDP Shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk management, principal risks and uncertainty

 

 

 

 

 

 

 

The Board believes that the principal risk and uncertainty faced by the Company is the credit risk associated with the loan made to the Parent.  The specific risks faced by the Parent are included within its financial statements.  The Directors of the Company are also directors of the Parent and are therefore in a position to assess the recoverability of amounts due by the Parent.  Disclosure on financial risk management is shown in the notes to the financial statements in note 11.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Results and dividends

 

 

 

 

 

 

 

 

 

 

The results for the year are shown in the Statement of Comprehensive Income below in the financial statements.  The Directors have not declared or paid a dividend during the year.

 

 

 

 

 

 

 

 

 

 

 

 

The Chairman's report on the Group's activities for the year ended 30 June 2016 is contained within the Annual Report of VinaLand Limited. A copy of the full VinaLand Limited 2016 Annual Report will shortly be available on the Investment Manager's website, http://www.vnl-fund.com.

 

 

Directors

 

 

 

 

 

 

 

 

 

The following have held office during the year and subsequently:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nicholas Charles Allen

 

 

 

 

 

 

 

Charles Nicolas Brooke

 

 

 

 

 

 

 

Michel Joris Carline Casselman

 

 

 

 

 

 

 

Charles John Walter Issac

 

 

 

 

 

 

 

Tran Trong Kien

(appointed 25 September 2015)

 

 

 

 

 

Daniel McDonald

(resigned 25 September 2015)

 

 

 

 

 

                       

 

 

 

 

All Directors are also directors of the Parent.  Biographical details of the Directors, all of whom are non-executive, can be found in the Annual Report.

 

 

 

 

 

 

 

 

 

 

 

 

None of the Directors nor any persons connected with them has had an interest in the Ordinary Shares or the ZDP Shares of the Company at any time during the year. 

 

 

 

 

 

 

 

 

 

 

 

 

There have been no loans or guarantees from the Company to any Director at any time during the year or thereafter.

 

 

 

 

 

 

 

 

 

 

 

 

No Director receives any remuneration from the Company in their role as Director as they are also Directors of the Parent and remunerated by the Parent for all activities in relation to the Group.

 

 

 

 

 

 

 

 

 

 

 

 

Administration

 

 

 

 

 

 

 

 

 

The Company has entered into an agreement for the provision of administration and company secretarial services ("the Administration Agreement") dated 6 December 2013, with Jupiter Fund Services Limited ("Jupiter"), a company regulated by the Guernsey Financial Services Commission under the Protection of Investors (Bailiwick of Guernsey) Law, 1987.  Jupiter is entitled to increase its fees annually by the Guernsey Retail Price Index prevailing at the time.

 

 

 

 

 

 

 

 

 

 

 

 

Under the provisions of the Administration Agreement, Jupiter has delegated its company secretarial services to Jupiter Secretaries Limited, which has been appointed as Company Secretary.

 

 

 

 

 

 

 

 

 

 

 

 

Investment Manager: VinaCapital Investment Management Limited ("VinaCapital")

 

 

 

VinaCapital is a member of the VinaCapital Group, a leading investment management and real estate and development firm in Vietnam, with a diversified portfolio of approximately USD 1.3 billion in assets under management as at 30 June 2016.  The VinaCapital Group was founded in 2003 and has a team of managing directors who bring extensive international finance and investment experience to the firm.

 

 

 

 

 

 

 

 

 

 

 

 

For details of the Group's activities, development and performance during the year to 30 June 2016 investors should refer to the 2016 Annual Report of VinaLand Limited, which can shortly be found on the Investment Manager's website http://www.vnl-fund.com.

 

 

 

Capital structure

 

1 Ordinary Share of no par value was issued for £1 to the Parent.  15,000,000 ZDP Shares of £1 each were issued on 20 December 2013 pursuant to the placing.

 

Shareholders' funds and market capitalisation

At 30 June 2016, the market capitalisation of the listed debt securities was £18,637,500 (30.06.15: £17,418,750) and the net asset value of the Company was £1 (30.06.15: £1).

 

Going concern

 

The Company has adopted the going concern basis in preparing the financial statements consistent with the Parent.  The Parent has adequate financial resources to ensure the Company will have in aggregate sufficient assets to satisfy the accrued capital entitlement and future capital entitlement of the ZDP shares.

 

The ZDP Shares will be settled in December 2016.  A decision on the future activities of the Company will be taken following this.

 

 

 

Statement of Corporate Governance

 

The Company is committed to maintaining high standards of corporate governance and the Directors are accountable to shareholders for the governance of the Company's affairs.

 

 

 

There are two specific risks identified by the Company's Board of Directors namely the risk of default by the Parent and the risk of inadvertent error in the preparation of the financial statements. These are addressed below:

 

 

 

a) The Parent is a fund listed on AIM with a NAV in excess of USD342million. The Parent's Board closely monitors the risk of having insufficient cash to repay the Company's loan by including it as a risk in its risk register - which is reviewed each quarter by the Parent's Audit Committee, and as a standing item in its quarterly board meeting. The risk is addressed by reviewing the current cash holdings of the Parent, the forecast net cash inflows for the period up to the Company debt repayment date, and the monies retained in a specific ZDP reserve account which will accumulate to the required amount in the period prior to repayment. The Board of the Company is satisfied that the loan from the Parent is recoverable.

 

b) The Company does not have any employees, however it employs the services of Jupiter, who review the financial statements to satisfy itself that they are prepared in accordance with International Financial Reporting Standards and Guernsey law and do not contain material misstatements. The financial statements are supported by simple spreadsheets that provide the calculations in accordance with the terms of the ZDP Shares issued and the loan agreement with the Parent. The calculations also show the amortisation of contributions receivable from the Parent. In addition to the work conducted by the aforementioned professional services firm, the financial statements and calculations are also reviewed in detail by the VinaCapital finance team who provide a further level of comfort. The Company also employs Capita Asset Services to advise the Board on their governance obligations.  Finally, as the financial statements are the responsibility of the Board, the board members also review the financial statements prior to approval.

 

In addition to these two specific risks being addressed, the Board of the Company notes that the Audit Committee of the Parent company monitors the risk management procedures and oversees the internal control environment of the group as a whole and the Directors see no benefit in convening a separate Audit Committee for the Company. The function of the parent Audit Committee provides extra comfort to the Board of the Company that the general risk and control environment of the Company, as a part of the Parent group, is sufficient and adequate.

 

Independent auditors

 

The Independent Auditors, PricewaterhouseCoopers CI LLP, have indicated their willingness to continue in office.  A resolution proposing their re-appointment and authorising the Directors to determine their remuneration for the ensuing year will be submitted at the Annual General Meeting.

 

 

   On behalf of the Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Michel Joris Carline Casselman (Chairman)                                      

   6 October 2016

 

 

 

                   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Directors are responsible for preparing the financial statements for each financial year which give a true and fair view, in accordance with applicable Guernsey law and International Financial Reporting Standards ('IFRS'), of the state of affairs of the Company as at the end of its financial year and of the profit or loss of the Company for that year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In preparing the Company's financial statements the Directors are required to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

select suitable accounting policies and then apply them consistently;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

make judgments and estimates that are reasonable and prudent;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements have been properly prepared in accordance with The Companies (Guernsey) Law 2008.  They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

So far as each of the Directors is aware, there is no relevant audit information of which the Company's auditors are unaware and each Director has taken all the steps that a Director ought to have taken to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Directors are also responsible for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Conduct Authority and the Disclosure, Guidance and Transparency Rules ("DTR").

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In accordance with DTR 4.1.12R, ,the Directors confirm that, to the best of their knowledge and belief:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

the financial statements, prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and result of the Company as required by the DTR; and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

the Report of the Directors includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that Company faces as required by the DTR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By order of the Board

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nicholas Charles Allen (Director)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6 October 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VINALAND ZDP LTD.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Report on the Financial Statements

 

 

 

 

 

 

 

 

We have audited the accompanying financial statements of VinaLand ZDP Ltd. ("the Company") which comprise the statement of financial position as of 30 June 2016 and the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors' Responsibility for the Financial Statements

 

 

 

 

 

 

The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards and with the requirements of Guernsey law.  The directors are also responsible for such internal controls as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auditors' Responsibility

 

 

 

 

 

 

 

 

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opinion

 

 

 

 

 

 

 

 

 

 

 

In our opinion, the financial statements give a true and fair view of the financial position of the Company as of 30 June 2016, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and have been properly prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Report on other Legal and Regulatory Requirements

 

 

 

 

 

 

We read the other information contained in the Annual Report and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements.  The other information comprises the Company Information, Board of Directors, Report of the Directors, Statement of Directors' Responsibilities and Notice of Annual General Meeting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In our opinion the information given in the Report of the Directors is consistent with the financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 262 of The Companies (Guernsey) Law, 2008 and for no other purpose.  We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Elizabeth Spruce

 

 

 

 

 

 

 

 

 

 

For and on behalf of PricewaterhouseCoopers CI LLP

 

 

 

 

 

 

 

Chartered Accountants and Recognised Auditor

 

 

 

 

 

 

 

Guernsey, Channel Islands

 

 

 

 

 

 

 

 

 

6 October 2016

 

 

 

 

 

 

 

 

 

                                                                         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The maintenance and integrity of the website, on which the directors have chosen to publish the Vinaland ZDP Limited annual report and audited financial statements, is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

 

 

 

 

 

 

 

 

 

 

Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year to

Year to

 

 

 

 

Notes

30.06.16

30.06.15

 

 

 

 

 

Revenue

Capital

Total

Total

 

 

 

 

 

£

£

£

£

 

INCOME

 

 

 

 

 

 

 

Loan interest

 

2(f) & 4

           -  

   1,274,007

    1,274,007

    1,176,280

 

Non-utilisation fee

 

2(f) & 4

           -  

        79,784

         79,784

         73,664

 

 

 

 

 

 

 

 

 

 

Provision for contribution from

 

 

 

 

 

 

VinaLand Limited regarding the

 

 

 

 

 

 

entitlement of the ZDP shares

5

           -  

      118,708

       118,708

         99,641

 

 

 

 

 

 

 

 

 

 

Reimbursement of operating costs from

 

 

 

 

 

VinaLand Limited

 

5

   41,136

                -  

         41,136

        60,998

 

 

 

 

 

 

 

 

 

 

Unrealised foreign exchange gain

2(d)

   52,034

                -  

         52,034

         32,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   93,170

   1,472,499

    1,565,669

    1,442,876

 

EXPENSES

 

2(g)

 

 

 

 

 

Administration fees

 

 

   53,392

                -  

         53,392

         54,823

 

Stock exchange annual listing fees

 

   14,342

                -  

         14,342

         12,245

 

Legal and professional fees

 

     2,142

                -  

           2,142

-

 

Annual company fees

 

 

        500

                -  

              500

              500

 

Tax exempt fee

 

2(h)

     1,200

                -  

           1,200

              600

 

Bank charges and sundries

 

        169

                -  

              169

              373

 

Audit fee

 

 

   21,425

                -  

         21,425

         24,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (93,170)

                -  

       (93,170)

(93,291)

 

 

 

 

 

 

 

 

 

 

Return before finance costs

 

           -  

   1,472,499

    1,472,499

 1,349,585

 

 

 

 

 

 

 

 

 

 

Appropriations in respect of ZDP shares

7

           -  

(1,472,499)

(1,472,499)

(1,349,585)

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

           -  

                -  

                 -  

                   -

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

           -  

                -  

                 -  

                   -

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

           -  

                -  

                 -  

                   -

 

 

 

 

 

 

 

 

 

 

Return per ZDP share

 

3

           -  

9.82p

9.82p

9.00p

 

 

 

 

 

 

 

 

 

 

The total column of this statement is the statement of comprehensive income of the Company, prepared in accordance with International Financial Reporting Standards ('IFRS').

 

 

 

 

 

 

 

 

 

 

All items in the above statement derive from continuing operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year to 30.06.16

 

 

 

 

 

 

 

 

 

 

 

 

 

Share

Share

Capital

Revenue

 

 

 

 

 

capital

premium

reserve

reserve

Total

 

 

 

 

£

£

£

£

£

 

 

 

 

 

 

 

 

 

 

At 1 JULY 2015

 

       -  

            1

           -  

                 -  

                  1

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

 

 

for the year

 

       -  

           -  

      -         

                 -  

           -             

 

 

 

 

 

 

 

 

 

 

AT 30 JUNE 2016

 

       -  

            1

       -

                 -  

                  1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year to 30.06.15

 

 

 

 

 

 

 

 

 

 

 

 

 

Share

Share

Capital

Revenue

 

 

 

 

 

capital

premium

reserve

reserve

Total

 

 

 

 

£

£

£

£

£

 

 

 

 

 

 

 

 

 

 

AT 1 JULY 2014

 

       -  

            1

                -     

                 -  

                  1

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

 

 

for the year

 

       -  

           -  

               -  

                 -  

      -

 

 

 

 

 

 

 

 

 

 

AT 30 JUNE 2015

 

       -  

            1

                -  

                 -  

                  1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF FINANCIAL POSITION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AS AT 30 JUNE 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes

 

30.06.16

30.06.15

 

 

 

 

 

 

£

£

£

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Loans and receivables

 

4

 

 

-

  16,430,338

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Loans and receivables

 

4

 

17,784,129

 

-

 

Debtors and prepayments

 

5

 

     432,407

 

       277,250

 

Cash at bank

 

 

 

     337,592

 

       373,161

 

 

 

 

 

 

18,554,128

 

       650,411

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Creditors and accruals

 

6

 

   (390,313)

 

(389,433)

 

ZDP shares

 

 

7

 

(18,163,814)

 

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,554,127)

 

(389,433)

 

 

 

 

 

 

 

 

 

 

NET CURRENT ASSETS

 

 

 

 

1

        260,978

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS LESS CURRENT LIABILITIES

 

 

1

  16,691,316

 

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

ZDP shares

 

7

 

 

-

(16,691,315)

 

 

 

 

 

 

 

 

 

 

NET ASSETS

 

 

 

 £

1

                  1

 

 

 

 

 

 

 

 

 

 

Represented by:-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

8

 

 

                 -  

                 -  

 

Share premium

 

8

 

 

                  1

                  1

 

Reserves

 

 

 

 

                 -  

                 -  

 

 

 

 

 

 

 

 

 

 

TOTAL SHAREHOLDERS' FUNDS

 

 

 £

1

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The financial statements were approved by the Board of Directors on 6 October 2016 and signed on its behalf by:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

…………………………………………

 

 

…………………………………………

 

Michel Joris Carline Casselman (Chairman)

 

Nicholas Charles Allen

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Year to

 Year to

 

 

 

 

 

 

 30.06.16

 30.06.15

 

 

 

 

 

 

 £

 £

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Profit for the year

 

 

 

 

                 -  

                -  

Provision for contribution from Vinaland Limited regarding the entitlement of the ZDP shares

 

(118,708)  

(99,641)

Exchange gains on cash and cash equivalents

 

 

       (52,034)

(32,293)

Appropriations

 

1,472,499

1,349,585

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,301,757

1,217,651

 

 

 

 

 

 

 

 

Net increase in reimbursement of operating costs from the Parent receivable

 

 (41,136)

(60,996)

Net decrease/(increase) in sundry debtors and prepayments

 

4,687

(1,538)

Net increase/(decrease) in payables

 

 

 

              880

(318)

Net increase in loan receivable

 

      (1,353,791)

(1,249,944)

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(87,603)

(95,145)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

-

-

 

 

 

 

 

 

 

 

NET CASH GENERATED FROM FINANCING ACTIVITIES

 

-

         -

 

 

 

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

(87,603)

(95,145)

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of the year

 

       373,161

       436,013

Exchange gains on cash and cash equivalents

 

 

         52,034

32,293

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of the year

 

£

       337,592

       373,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents is comprised solely of cash at bank and in hand

 

 

 

 

 

 

 

 

Certain balances have been reclassified from those presented in the prior year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE YEAR ENDED 30 JUNE 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

BACKGROUND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VinaLand ZDP Ltd. ("the Company"), a non-cellular company limited by shares, was incorporated under The Companies (Guernsey) Law, 2008 on 15 November 2013.  The Company's registered number is 57528.

 

 

 

 

 

 

 

 

 

 

 

 

The Company is a wholly owned subsidiary of VinaLand Limited ("the Parent"), an exempted company incorporated under the laws of the Cayman Islands with registered number MC-154178, together referred to as "the Group".  The Company was especially formed for the issuing of Zero Dividend Preference ("ZDP") Shares.  It raised £15,000,000 before expenses on 20 December 2013 by placing 15,000,000 ZDP Shares, which are listed on the UK Official List and traded on the London Stock Exchange by way of a standard listing.  The Company has no other operations or activities.

 

 

 

 

 

 

 

 

 

 

 

2

SIGNIFICANT ACCOUNTING POLICIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The significant accounting policies adopted in the preparation of the Company's financial statements are set out below:

 

 

 

 

 

 

 

 

 

 

 

(a)

Statement of Compliance

 

 

 

 

 

 

 

 

The financial statements for the year to 30 June 2016 have been prepared on a going concern basis in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

 

 

 

 

 

 

 

 

 

 

 

(b)

Basis of preparation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standards and amendments to existing standards effective 1 July 2015

 

 

 

There are no standards, interpretations or amendments to existing standards that are effective for the first time for the financial year beginning 1 July 2015 that have had a material impact on the Company.

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Standards in issue but not yet effective:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

Disclosure Initiative (Amendments to IAS 1) (effective for annual periods beginning on or after 1 January 2016).

 

 

 

 

-

IFRS 9 Financial Instruments Classification and Measurement (effective 1 January 2018)

 

 

 

 

 

 

 

 

 

 

 

 

-

IFRS 15 Financial Instruments, Revenue and Contracts (effective 1 January 2018)

 

 

 

 

 

 

 

 

 

 

 

(c)

Significant estimates, assumptions and judgments

 

 

 

 

 

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses.  The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

 

 

 

 

 

 

 

 

 

 

 

The Company does not make use of estimates and therefore their non usage has not lead to a heightened degree of uncertainty.

 

 

 

 

 

 

 

 

 

 

 

(d)

Foreign currency transactions

 

 

 

 

 

 

 

 

The financial statements are presented in Pounds Sterling, which is both the presentational and functional currency. Transactions in currencies other than the Company's functional currency ("foreign currencies") are translated at the rate of exchange ruling at the date of the transaction.  Monetary assets and liabilities denominated in foreign currencies are translated into Pounds Sterling at the foreign currency closing exchange rate ruling at the Statement of Financial Position date.  Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to Pounds Sterling at the foreign currency exchange rate ruling at the dates that the values were determined.  Non-monetary items that are measured in terms of historical cost in foreign currency are not retranslated.  Foreign currency exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise.

 

 

 

 

 

 

 

 

 

 

 

(e)

Going concern

 

 

 

 

 

 

 

 

 

The financial statements have been prepared on a going concern basis.  The Parent has agreed to support the Company's obligations and has agreed to certain protections to ensure the parent retains sufficient resources to meet its obligations to the Company.

 

 

 

 

 

 

 

 

 

 

 

 

A letter of support provided by the Parent has been made whereby the Parent will undertake to contribute such funds as would ensure that the Company will have in aggregate sufficient assets on 19 December 2016 to satisfy the final capital entitlement of the ZDP Shares of 126p per share, being £18,900,000 in total.  This assumes that the Parent and the Company have sufficient assets at 19 December 2016 to repay the ZDP Shares. To this extent, the Company is reliant upon the investment performance of the Parent and subject to the principal risks as set out in the Business Review contained in the Annual Report of the Parent.

 

The ZDP Shares will be settled in December 2016.  A decision on the future activities of the Company will be taken following this.

 

 

 

 

 

 

 

 

 

 

 

(f)

Specific financial instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(i)

Cash and cash equivalents

 

 

 

 

 

 

 

 

Cash and cash equivalents comprise cash deposits with banks held at fair value with original maturities of three months or less.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(ii)

Loans and receivables

 

 

 

 

 

 

 

 

 

The Company holds an interest bearing loan due from the Parent.  Interest is receivable on the amount of the loan drawn down using the formula set out in clause 4.5.1 of the Articles of Incorporation accruing from the draw down date, until the Final Repayment Date compounded daily. A non-utilisation fee is receivable on the amount of the loan facility not drawn down using the formula as set out in clause 4.5.1 of the Articles accruing from the 20 December 2013 until the Final Repayment Date, compounded daily.

 

 

 

 

 

 

 

 

 

 

 

 

 

All loans and borrowings are initially recognised at cost, net of issue costs, being the fair value of the consideration received associated with the borrowings.  After initial recognition, loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.  Gains and losses are recognised in the statement of comprehensive income when the liabilities are derecognised as well as through the amortisation process. Liabilities are derecognised when they are extinguished - that is, when the obligation attached to the liability is discharged, is cancelled or expires.

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of financial assets

 

 

 

 

 

 

 

 

The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

 

 

 

 

 

 

 

 

 

 

 

 

 

For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the income statement.

 

 

 

 

 

 

 

 

 

 

 

 

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the income statement.

 

 

 

 

 

 

 

 

 

 

 

 

(iii)

Trade receivables

 

 

 

 

 

 

 

 

 

Receivables are amounts due arising from activities performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.  Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

 

(iv)

Borrowings

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities. The dividends on these preference shares are recognised in the income statement as interest expense.

 

 

 

 

 

 

 

 

 

 

 

 

(v)

Trade payables

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

(g)

Income and expense recognition

 

 

 

 

 

 

 

 

Income and expenses, unless otherwise stated, are recognised in the Statement of Comprehensive Income on an accruals basis.

 

 

 

 

 

 

 

 

 

 

 

(h)

Taxation

 

 

 

 

 

 

 

 

 

 

The Company is eligible to be exempt from Guernsey Income Tax under the provisions of The Income tax (Exempt Bodies) (Guernsey) Ordinance 1989. An annual cost of £1,200 applies for this exemption.

 

 

 

 

 

 

 

 

 

 

 

(i)

Operating segments

 

 

 

 

 

 

 

 

 

The Board sets the Company's strategy in accordance with the principal objective and therefore retains full responsibility for investment policy and strategy.  The Board will always act under the terms of the Prospectus.  The Board has considered the requirements of IFRS 8 'Operating Segments'.  The Board is of the opinion that the Company operates in one reportable industry segment and therefore no segmental reporting is required.

 

 

 

 

 

 

 

 

 

 

 

(j)

Offsetting financial instruments

 

 

 

 

 

 

 

 

Financial instruments are offset and the net amount reported in the Statement of Financial Position only when there is currently a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

 

 

 

 

 

 

 

 

 

 

 

(k)

Share capital

 

 

 

 

 

 

 

 

 

Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities (see note 7).

3

RETURN PER ZDP SHARE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The capital return per ZDP Share of 9.82p (30.06.15: 9.00p) is based on appropriations during the year of £1,472,499 and on 15,000,000 ZDP Shares, being the weighted average number of ZDP Shares in issue during the year.  The capital return per ZDP Share since inception to 30 June 2016 was 21.09p (30.06.15: 11.28p) based on appropriations (net of listing costs of £327,203) of £3,491,017 since inception.

 

 

 

 

 

 

 

 

 

 

 

4

LOANS AND RECEIVABLES

 

 

 

 

30.06.16

 

30.06.15

 

 

 

 

 

 

 

 

£

 

£

 

 

 

 

 

 

 

 

 

 

 

 

Loan receivable from the Parent

 

 

 

 

    14,557,338

 

  14,557,338

 

Loan interest receivable

 

 

 

 

      2,595,279

 

    1,321,272

 

Non-utilisation fee receivable

 

 

 

 

         631,512

 

       551,728

 

 

 

 

 

 

 

£

    17,784,129

£

  16,430,338

 

 

 

 

 

 

 

 

 

 

 

 

As per the Loan Agreement made on 6 December 2013 and amended by an Amendment and Restatement Agreement dated 13 May 2014, a loan facility of up to £15,000,000 is available to the Parent. On 14 May 2014 a loan of £14,557,338 was advanced to the Parent.

 

 

 

 

 

 

 

 

 

 

 

 

Interest is payable on the amount of the loan drawn down using the formula set out in clause 4.5.1 of the Articles of Incorporation accruing from the draw down date, until the Final Repayment Date compounded daily. A non-utilisation fee is payable on the amount of the loan facility not drawn down using the formula as set out in clause 4.5.1 of the Articles of Incorporation accruing from the 20 December 2013 until the Final Repayment Date, compounded daily.

 

 

 

 

 

 

 

 

 

 

 

 

The effective interest rate applied to the balances listed above is 8% p.a.  The carrying value is considered a reasonable approximation of fair value.

 

 

 

 

 

 

 

 

 

 

 

 

The Final Repayment Date falls within twelve months of the balance sheet date and so the Loan has been included within Current Assets in the current year.

 

 

 

 

 

 

 

 

 

 

 

5

DEBTORS AND PREPAYMENTS

 

 

 

 

30.06.16

 

30.06.15

 

 

 

 

 

 

 

 

£

 

£

 

 

 

 

 

 

 

 

 

 

 

 

Contribution receivable from the Parent re ZDP Shares

 

         264,226

 

       145,518

 

Reimbursement of operating costs from the Parent receivable

 

         167,330

 

       126,194

 

Sundry debtors and prepayments

 

 

 

 

               

851

 

          

5,538

 

 

 

 

 

 

 

£

         432,407

£

       277,250

 

 

 

 

 

 

 

 

 

 

 

 

Further to a Letter of Support dated 13 May 2014 from the Parent, the contribution receivable from the Parent regarding the entitlement of the ZDP shares is to cover the shortfall between the amount of loan interest together with the non-utilisation fee, and the appropriations in respect of the ZDP Shares, resulting from the amortisation of the listing costs relating to the ZDP Shares.

 

 

 

 

 

 

 

 

 

 

 

 

The carrying value assigned to the debtors and prepayments is considered a reasonable approximation of fair value.

 

 

 

 

 

 

 

 

 

 

 

6

CREDITORS & ACCRUALS

 

 

 

 

 30.06.16

 

 30.06.15

 

 

 

 

 

 

 

 

 £

 

 £

 

Loan from the Parent

 

 

 

 

         364,500

 

      364,500

 

Audit fee accrual

 

 

 

 

 

           21,250

 

        21,250

 

Sundry accruals

 

 

 

 

 

             4,563

 

          3,683

 

 

 

 

 

 

 

£

         390,313

£

      389,433

 

 

 

 

 

 

 

 

 

 

 

 

The loan from the Parent to the Company was made on the 22 April 2014.  It is unsecured, interest free and repayable on demand.

 

 

 

 

 

 

 

 

 

 

 

7

ZDP SHARES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 30.06.16

 

 30.06.15

 

Issued:

 

 

 

 

 

 

 £

 

 £

 

15,000,000 Zero Dividend Preference (ZDP) Shares at £1.00

 

     15,000,000

 

   15,000,000

 

 

 

 

 

 

 

 

 

 

 

 

On 20 December 2013, 15,000,000 ZDP Shares were issued for 100p each.  The share issue costs were borne by the Company.

 

 

 

 

 

 

 

 

 

 

 

 

The ZDP Shares carry, (i) no right to any dividends; and (ii) no voting rights save in respect of a resolution to wind up the Company following the Final Redemption Date or to approve certain specified matters which would be likely to affect materially the position of the ZDP Shareholders.  In certain circumstances, the Company may be entitled to mandatorily redeem the ZDP Shares at a date earlier than the Final Repayment Date.

 

On a winding up and after payment of the Company's liabilities, holders of ZDP Shares are entitled to a payment of an amount equal to 100p per share, increased daily from 20 December 2013, at such compound rate as will give an entitlement to 126.00p for each ZDP Share at 19 December 2016.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net asset

 

Net assets

 

 

 

 

 

 

 

 

value per share

 

attributable

 

 

 30.06.16

 

 30.06.16

 

 

Pence

 

 £

 

 

 

 

 

 

 

 

 

 

 

 

Initial proceeds

 

 

 

 

 

 

 

 15,000,000

 

Less: listing costs

 

 

 

 

 

 

 

(327,203)

 

Appropriations

 

 

 

 

 

 

 

   3,491,017

 

ZDP Shares

 

 

 

 

 

           121.09

£

 18,163,814

 

 

 

 

 

 

 

 

 

 

 

 

The ZDP Shares were issued at a price of 100 pence per share and a total of £15,000,000 was raised. In accordance with IFRSs, the Net Asset Value is calculated on the Net Issue Proceeds after taking into account the issue costs of £327,203 which are amortised over the life of the ZDP Shares. The Final Capital Entitlement of 126p per ZDP share due on 19 December 2016 (the Final Repayment Date), equates to an annual return of 8% per annum compound (the Gross Redemption Yield) on their issue price of 100 pence per share.

 

 

 

 

 

 

 

 

 

 

 

 

Based upon the year end price of 124.25p (30.06.15: 116.125p) per ZDP Share, the fair value of the ZDP shares which are reflected at their amortised costs within these financial statements is £18,637,500 (30.06.15: £17,418,750).

 

 

Commitment to contribute to the capital entitlement of the ZDP shares

 

 

 

 

The Company has entered into a contribution agreement with the Parent, pursuant to which the Parent will undertake to contribute such funds as would ensure that the Company will have in aggregate sufficient assets on 19 December 2016 to satisfy the final capital entitlement of the ZDP Shares or, if required by the Company, the accrued capital entitlement at any time prior to that date.  This assumes that the Parent has sufficient assets less current liabilities available for repayment of the ZDP Shares of £18,900,000.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The ZDP shares are to be redeemed within twelve months of the balance sheet date and so have been included within Current Liabilities in the current year.

 

 

 

 

 

 

 

 

 

 

 

 

 

8

SHARE CAPITAL AND SHARE PREMIUM

 

 

 30.06.16

 

 30.06.15

 

 

 

 

 

 

 

 

 

 £

 

 £

 

 

Share capital issued:

 

 

 

 

 

 

 

 

 

1 Ordinary Share of No Par Value

 

 

£

                  -  

£

                -  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share premium

 

 

 

 

£

                   1

£

                 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company was incorporated on 15 November 2013 with 1 Ordinary Share of No Par Value paid up to £1.00, which is held by the Parent.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary Shares are entitled to any revenue profits which the Company may determine to distribute as dividends in respect of any financial period.  It is not expected that any such dividends will be declared.  Holders of Ordinary Shares are entitled to receive notice of, attend and vote at General Meetings of the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Following payment of the capital entitlement to the ZDP Shareholders, Ordinary Shareholders are entitled to any surplus assets of the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

9

ULTIMATE PARENT UNDERTAKING

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company is a wholly owned subsidiary of VinaLand Limited, an exempted company incorporated under the laws of the Cayman Islands with registered number MC-154178.

 

 

 

 

 

 

 

 

 

 

 

 

 

10

RELATED PARTY DISCLOSURES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A loan facility of £15,000,000 has been made available to the Parent, details of which are set out in note 4.  As at 30 June 2016, the loan receivable amounted to £14,557,338 (30.06.15: £14,557,338), with related loan interest receivable of £2,595,279 (30.06.15: £1,321,272) and non-utilisation fee of £631,512 (30.06.15: £551,728).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As stated in note 5, the Parent has agreed to cover the shortfall between the amount of loan interest together with the non-utilisation fee, and the appropriations in respect of the ZDP Shares.  The amount of such contribution due from the Parent as at 30 June 2016 is £264,226 (30.06.15: £145,518).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Parent has also agreed to reimburse the Company for operating costs.  As at 30 June 2016, the amount due to the Company from the Parent is £167,330 (30.06.15: £126,194) - see note 5.

 

                                                                                                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In 2014 the Parent made an unsecured, interest free, loan to the Company of £364,500.  Such loan is repayable on demand.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No Director receives any remuneration from the Company in their role as Director as they are also Directors of the Parent and remunerated by the Parent for all activities in relation to the Group.

 

 

 

 

 

 

 

 

 

 

 

 

 

11

FINANCIAL RISK MANAGEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company's principal investment objective is to provide the ZDP shares with a predetermined final capital entitlement. The Directors regularly monitor and review all the risks noted below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General risk

 

 

 

 

 

 

 

 

 

 

An investment in ZDP shares is suitable only for investors capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss (including total loss) which may result from the investment. Although the Parent has entered into an undertaking to meet the Company's liabilities, essentially all risks are borne by the holders of ZDP shares. The market offer price of the ZDP shares at 30 June 2016 was 124.25 pence per share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit risk

 

 

 

 

 

 

 

 

 

 

The obligations of the Parent to repay the loan, loan interest and non-utilisation fee and discharge its obligations pursuant to the undertakings will be subordinated to the claims of the Parent's other creditors on a winding up. If at the repayment date the Parent has insufficient assets, then its obligations to repay the loan, loan interest and non-utilisation fee may be satisfied only in part or not at all. Accordingly the Company may have insufficient assets to satisfy the current or final capital entitlement of the ZDP shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Parent has considerable financial resources and therefore the Directors are of the opinion that the Company is well placed to manage its business risks and also that the Parent will have sufficient resources to continue in operational existence for the foreseeable future.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The credit risk on cash or cash equivalents is limited because the counter party is a bank with high credit ratings assigned by international credit-rating agencies. The Company has appointed The Royal Bank of Scotland International Limited ("RBSI") to act as its banker. The Royal Bank of Scotland has a BBB- credit rating with Standard and Poor's.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidity risk

 

 

 

 

 

 

 

 

 

 

The Company's exposure to liquidity risk depends upon the Company's ability to meet all current and future obligations.  This risk is mitigated through the cash balances held by the Company and the support provisions available through a letter for support from the Parent.  The Parent is a real estate fund that makes direct investments in residential, retail, hospitality and office sectors within Vietnam. 

 

 

 

 

 

 

 

 

 

 

 

 

As at 30 June 2016, the Parent's unaudited Net Asset Value was USD342 million (30 June 2015 - USD391 million).  At an Extraordinary General Meeting in November 2012 the shareholders of the Parent approved a strategy whereby in the three years to November 2015 the Parent would seek to dispose of a substantial portion of its real estate holdings and return a significant part of the funds raised to shareholders. At a further Extraordinary General Meeting in November 2015 the shareholders resolved to extend this strategy for a further twelve months to November 2016. The Parent, however, recognises that it must retain sufficient funds to repay the loan provided by the Company to the Parent and accordingly the Board of the Parent monitors its cash position closely. As at 30 June 2016 the Parent held cash of USD69.0 million (30 June 2015 - USD5.8 million) which could be used to repay the loan.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate risk

 

 

 

 

 

 

 

 

 

 

Returns from ZDP shares are fixed at the time of purchase, as are the final redemption proceeds. Consequently, if a share is held until redemption date, the total return achieved is unaltered from its purchase date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital risk management

 

 

 

 

 

 

 

 

 

The capital structure of the Company consists of zero dividend preference shares, as disclosed in note 7, cash and cash equivalents and equity attributable to the Parent comprising issued capital and retained earnings. The Company is not subject to any external capital requirements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange risk

 

 

 

 

 

 

 

 

 

Foreign exchange risk is the risk that the value of a financial instrument will fluctuate because of changes in foreign exchange rates.  Foreign exchange risk exposure is solely limited to cash or cash equivalents held in US Dollars out of which operating costs in Pounds Sterling are settled.

 

 

 

 

 

 

 

 

 

 

 

 

 

12

SUBSEQUENT EVENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

There are no subsequent events that require disclosure in these financial statements.

 

                             

 

 

NATIONAL STORAGE MECHANISM

A copy of the Annual Report and Financial Statements will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at

www.morningstar.co.uk/uk/nsm.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any website) is incorporated into, or forms part of, this announcement.

 

 

 

 

 

 

 

 

 

 

 

 


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