Date: 27 August 2009
On behalf of: Aseana Properties Limited ('Aseana Properties' or the 'Group' or the 'Company')
Embargoed until: 0700hrs
Aseana Properties Limited
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2009
Aseana Properties Limited (LSE: ASPL), a leading Asian property developer investing in Malaysia and Vietnam, is pleased to announce its interim results for the six month period ended 30 June 2009. The Company is listed on the Official List of the London Stock Exchange.
Financial highlights
Revenue of US$11.23 million (2008: US$Nil (restated)) is mainly attributable to the completion of Sandakan Harbour Square Phase 2A
Gross profit of US$2.81 million (2008: loss of US$0.54 million (restated)) is mainly contributed by the completion of Sandakan Harbour Square Phase 2A
Foreign exchange gain of US$0.25 million (2008 : loss of US$0.61 million) is a result of the stronger US Dollar
Management fees of US$2.21 million (2008: US$2.36 million) is based on 2% of Net Asset Value of the Group as at 31 December 2008
Other operating expenses at US$1.17 million (2008: US$0.61 million) are due to increased economic activities
Dato' Mohammed Azlan bin Hashim, Chairman of Aseana Properties Limited, said:
'As we enter the second half of 2009, the Group will continue to pursue an opportunistic yet cautious approach in managing its operations and investments.'
Enquiries:
Aseana Properties Limited |
Contactable via Redleaf |
Redleaf Communications Samantha Robbins / Adam Leviton / Kathryn Hurford |
Tel: 020 7566 6700 Email: aseana@redleafpr.com |
Fairfax I.S. PLC |
Tel: 020 7598 5368 |
James King/ Gillian McCarthy |
Email: jking@fairfaxis.com |
Notes to Editors
An increasing standard of living and urbanisation driven by a burgeoning young and middle class population
Clear Government role in encouraging participation of private sectors in real estate development, as well as encouraging and promoting land and property ownership
Improving availability of mortgages to encourage property ownership
Favoured Foreign Direct Investment (FDI) destinations driving demand for commercial and industrial properties
CHAIRMAN'S STATEMENT
For the six months ended 30 June 2009, Aseana Group has recorded revenue of US$11.23 million and an operating loss of US$0.86 million. These are compared with revenue of US$Nil and an operating loss of US$4.51 million for the previous corresponding financial period, following a restatement of the accounts to comply with IFRIC Interpretation 15 Agreements for the Construction of Real Estate, which became effective on 1 January 2009.
The directors have reassessed the Group's revenue recognition policy and have adopted IFRIC Interpretation 15: Agreements for the Construction of Real Estate. As a result, revenue is now recognised when significant risks and rewards of ownership have been transferred to the purchasers, which is only on completion and delivery of vacant possession of the properties to the purchasers. Revenue is no longer recognised over the period of construction on a percentage completion basis as in previous years. The change in accounting policy has been applied retrospectively in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors. The new accounting policy is stated in Note 2.1 and the effects of the change in the accounting policy are stated in Note 20.
For the period under review, the revenue was contributed by the completion of Sandakan Harbour Square Phase 2A and the sale of i-ZEN@Kiara I units. Revenue recognised in the previous corresponding period based on percentage of completion method for Sandakan Harbour Square Phase 2A & 2B, one Mont' Kiara by i-ZEN, Tiffani by i-ZEN, i-ZEN@Kiara I and SENI Mont' Kiara were de-recognised and restated on adoption of IFRIC 15. No project was completed during the previous corresponding financial period and hence no revenue was recorded.
For the year ended 31 December 2008, the revenue recognised was contributed by i-ZEN@Kiara I which was completed in July 2008. For the second half of this financial year, the Group expects revenue contribution by Sandakan Harbour Square Phase 2B and Tiffani by i-ZEN which were completed in July and August 2009 respectively.
A comparative statement is shown under Note 20 to the accounts showing the figures before and after adoption of IFRIC 15.
Review of Activities & Property Portfolio
In line with our commitment to enhance shareholder value, the Company announced on 22 April 2009 and 29 May 2009, its intention to implement a share buy-back scheme of up to 10.00% and 4.99% of the Company's shares in issue respectively. Subsequently on 23 April 2009, Aseana purchased 25,000,000 ordinary shares at a price of US$0.15 per share and on 1 June 2009, an additional 12,475,000 ordinary shares were purchased at US$0.18 per share. Collectively, Aseana has bought back 37,475,000 ordinary shares which is equivalent to 14.99% of the Company's shares in issue representing the Company's total share buy-back authority. After the buy-back, 13,875,000 ordinary shares were cancelled and the remaining 23,600,000 ordinary shares are currently held in treasury. Following the share cancellation, the Company has 236,125,000 ordinary shares in issue of which 212,525,000 represents voting share capital. We are pleased to note that the market has reacted positively to the Company's share buy-back activities, and the share price has climbed to a high of US$0.2475 on 29 July 2009 (up 65% since 22 April 2009), albeit on the back of general improvement in the performance of equity markets globally.
For the period under review, the business conditions remained challenging in both Malaysia and Vietnam. It is however encouraging to note that the governments in both countries are taking a proactive stance in an attempt to arrest the downturn by implementing stimulus packages to bolster domestic demand, and to improve conditions for foreign investment. We believe this will have a positive impact for both economies in the medium to long term. As we enter the second half of the year, we are already witnessing renewed confidence in the equity markets. We hope this will translate into sustained growth in the broader economy, including the real estate market.
Despite prevailing conditions, the sales of the units at our ongoing developments are progressing, albeit at a modest pace. Sales of the luxurious condominiums at SENI Mont' Kiara have reached 61%, compared to 51% as reported in our Annual Report 2008. Meanwhile Tiffani by i-ZEN, which has achieved practical completion from the contractors as at August 2009, has achieved sales of 89%. The sold units of Tiffani by i-ZEN are being handed over to the buyers over the course of next few months. We expect to recognise the revenue for Tiffani by i-ZEN in the income statement for financial year ending 31 December 2009. The table below illustrates the status of ongoing projects in the portfolio.
Projects |
% Sales * |
i-ZEN@Kiara I |
99% |
Tiffani by i-ZEN |
89% |
one Mont' Kiara by i-ZEN (bz-hub) ** |
100% |
Sandakan Harbour Square - Phase 1 retail lots - Phase 2 retail lots |
100% 72% |
SENI Mont' Kiara |
61% |
* % Sales based on Sales and Purchase Agreements signed
** Five floors have been held back for sale at later date
The Group continues to monitor the global economic environment and remains cautious on the investment front. In April 2009, the Board decided not to proceed with its investment in the seafront development project in Da Nang, Vietnam when the acquisition agreement between the Group and the land owner expired. The acquisition agreement was signed on 26 November 2007, providing an option for the Group to acquire a 60% stake in the development of a 202,800 square metres of seafront land on Duong ven bien Son Tra, Dien Ngoc, Da Nang. In addition, during the period under review, the Group has also decided to delay the commencement of the Kota Kinabalu seafront development until the economic condition and resort home market improve.
The Group remains committed to its other ongoing projects in Malaysia and Vietnam. In Malaysia, piling work for Phases 3 and 4 of Sandakan Harbour Square project was completed and the main construction work commenced in February 2009. In January 2009, the Group announced the acquisition of the remaining 40% stake in ICSD Ventures Sdn. Bhd., the developer of Sandakan Harbour Square project, for Malaysia Ringgit 15 million (about US$4.3 million). Consideration was satisfied in the form of 70% cash and 30% completed properties within the Sandakan Harbour Square project.
We are also pleased to report that the Sandakan Harbour Square project has been accorded a coveted 4-star award in the CNBC-Asia Pacific Property Awards in July 2009, under the Best Commercial Redevelopment category. Sandakan Harbour Square is a redevelopment project aimed at rejuvenating the urban centre of Sandakan, a city located in the state of Sabah, Malaysia. When completed in 2011, the project will house Sandakan's first retail mall and an international class hotel. The hotel will be managed by Starwood Hotels & Resorts Worldwide Inc., a leading hospitality and leisure group, under the 'Four Points by Sheraton' brand.
The Group's office and hotel development project at KL Sentral, the transportation hub of Kuala Lumpur, has commenced piling works in March 2009. The piling is expected to complete and the substructure works to start in October 2009. The whole project is targeted to complete in 2012.
In Vietnam, following the award of an Investment License for the International Hi-Tech Healthcare Park Project in Binh Tan District, Ho Chi Minh City in December 2008, the Group has successfully obtained the Master Plan Approval and Land Use Rights Certificates for the entire project from the People's Committee of Ho Chi Minh City. Detailed planning is currently underway for the project, and construction is expected to commence in the first quarter of 2010. For Queen's Place, the mixed development project in District 4 of Ho Chi Minh City, the Group is currently working with the authorities to finalise the resettlement plans for the project.
We believe these projects are well-positioned to take advantage of any upturn in the real estate markets in Malaysia and Vietnam, and expect these projects to provide sustainable revenue and earnings for the Group over the next three to five years. As we enter the second half of 2009, the Group will continue to pursue an opportunistic yet cautious approach in managing its operations and investments. I look forward to reporting to you again on further progress of our Group's activities.
Dato' Mohammed Azlan bin Hashim
Non-executive Chairman
26 August 2009
DEVELOPMENT MANAGER'S REVIEW
Malaysia Economic Update
The Malaysian economy contracted at a slower rate of 3.9% in the Q2 2009 (Q1 2009: -6.2%), due mainly to higher public spending and positive growth in private consumption. Nonetheless, growth continued to be affected by weak external demand and private investment activity.
Headline inflation was negative at -1.4% in June 2009 (May 2009: 2.4%), reflecting the high base effect of the sharp rise in the price level due to the fuel price hike in June 2008. Lower prices in the transport category (-18%) and in the food and non-alcoholic beverages category (-1.8%) led to an overall decline in prices during the month of June 2009.
Between 1 June and 30 July 2009, the Ringgit depreciated against the US Dollar by 0.9%.
The Overnight Policy Rate ('OPR') remained unchanged for three consecutive months (April to June 2009) and is expected to remain so as the economy shows signs of recovery with low inflation and improved business and consumer sentiment.
On 6 July 2009, the FTSE Bursa Malaysia Kuala Lumpur Composite Index (FBM KLCI) which comprises the largest 30 companies by full market capitalisation replaced the Bursa Malaysia KLCI as the new benchmark index. The new FBM KLCI is intended to better reflect free-float and liquidity elements in the market.
During the Invest Malaysia 2009 conference in early July 2009, the Government announced the deregulation of the Foreign Investment Committee ('FIC') requirements with an aim to create more favourable conditions for investments. As part of the new measures, FIC approval is only required if the transaction involves dilution of Bumiputra interest and/or Government interest in properties valued at RM20 million and above. All other property transaction shall no longer require the approval of the FIC. FIC guidelines on acquisition interest, mergers and takeovers were also repealed. The Government has also removed the current 30% Bumiputra requirement on initial public offerings. However, at the point of listing, 50% of the public shareholding spread on offer is to be allocated to Bumiputras compared to the previous 25% Bumiputra allocation. It is anticipated that the FIC deregulation and removal of the 30% Bumiputra condition will make Malaysia more attractive to foreign investors.
The fiscal stimulus packages, low interest rates and recent liberalisation measures implemented by the Government have all influenced the improvement in consumer and business confidence in 2Q 2009. The Business Conditions Index ('BCI') in Q2 2009 was recorded at 105.2 points, up from 61.1 in Q1 2009. Meanwhile, the Consumer Sentiments Index ('CSI') gained 26.9 points to 105.8 points in Q2 2009. Despite the still sharp declines in monthly indicators, the rise in sentiment could have been fuelled up by the positive perception that the recent measures would further stabilise the economy.
Overview of Property Market in Malaysia Residential
Offices
Retail
Hospitality
|
Source: Bank Negara Malaysia website, Jones Lang Wootton Q2 report, CBRE, various publications
Vietnam Economic Update
The economy grew by 4.5% in Q2 2009 and 3.9% for the first half of 2009 of which, the agriculture, forestry and fishing sector rose by 1.25%, the industry and construction sector by 3.48%, and the service sector by 5.5%.
The Consumer Price Index ('CPI')for the first half of 2009 increased by 10.27%, against the same period last year. CPI in July 2009 grew by only 0.52% compared to the previous month.
Export turnover for the first half of 2009 is recorded at US$27.6 billion, a decrease of 10.1% against the same period last year. The decrease is mainly due to lower international market prices. Import turnover for the first half of 2009 fell by 34% against the same period last year to US$29.7 billion. Overall, the economy recorded a trade deficit of US$1.2 billion.
Total foreign direct investment ('FDI') for the first seven months of 2009 is at US$10.1 billion, a decrease of 81% compared to the same period last year. The realised FDI in seven months stood at US$4.7 billion, down by 23% against same period in 2008.
As part of the economic stimulus package, personal income tax was exempted for all salary and wages, dividends, interest, gain from capital transfer and all royalties and transfer fees for the first half of 2009. The Government has further extended the tax exemption until the end of 2009 for capital transfers, royalties and transfer fees.
Effective from 1 September 2009, more overseas Vietnamese (Viet Kieus) will be eligible to buy houses and apartments. Viet Kieus will be allowed to purchase more than one house and also be allowed to sell, lease and authorise others to manage their houses while they are abroad. Meanwhile, those currently with Vietnamese visa exemption and permission to reside in Vietnam for three months or more can own an apartment or house for family accommodation purposes.
Overview of Property Market in Vietnam Residential
Offices
Retail
Hospitality
|
Source: General Statistics Office of Vietnam, CBRE HCMC Quarterly Report, various publications
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
SIX MONTHS ENDED 30 JUNE 2009
|
|
Unaudited |
Unaudited |
Unaudited |
|
Notes |
Six |
Restated Six months |
Restated |
|
|
ended 30 |
ended 30 |
ended 31 December |
|
|
2009 |
2008 |
2008 |
|
|
US$ |
US$ |
US$ |
|
|
|
|
|
Continuing activities |
|
|
|
|
Revenue |
|
11,230,834 |
- |
38,369,141 |
Cost of sales |
5 |
(8,425,333) |
(535,968) |
(37,353,279) |
Gross profit/ (loss) |
|
2,805,501 |
(535,968) |
1,015,862 |
|
|
|
|
|
Other income |
|
65,380 |
80,158 |
82,480 |
Administrative expenses |
|
(600,739) |
(474,001) |
(1,382,449) |
Foreign exchange gain/(loss) |
6 |
251,456 |
(610,786) |
(10,170,627) |
Management fees |
|
(2,208,112) |
(2,362,968) |
(4,743,880) |
Other operating expenses |
|
(1,173,146) |
(606,287) |
(1,365,863) |
Operating loss |
|
(859,660) |
(4,509,852) |
(16,564,477) |
Investment income |
|
1,011,059 |
2,736,428 |
4,534,122 |
Finance costs |
|
(153,092) |
(123,636) |
(357,168) |
Impairment of interest in associate |
7 |
- |
(1,956,233) |
(1,956,718) |
Share of results of associated company |
|
(95) |
(743) |
(3,863) |
Goodwill written-off |
17 |
(7,015) |
- |
- |
Net loss before taxation |
|
(8,803) |
(3,854,036) |
(14,348,104) |
Taxation |
8 |
(970,651) |
(59,943) |
(1,519,850) |
Net loss after taxation |
|
(979,454) |
(3,913,979) |
(15,867,954) |
Equity minority interest |
|
(695,335) |
301,562 |
619,460 |
Loss for the period/ year attributable to the equity holders of the company |
|
(1,674,789) |
(3,612,417) |
(15,248,494) |
|
|
|
|
|
Other comprehensive income - Exchange differences on translating foreign operations |
(445,803) |
158,744 |
(1,025,726) |
|
Total comprehensive income for the period/ year, net of tax |
(2,120,592) |
(3,453,673) |
(16,274,220) |
|
Loss per share attributable to shareholders of the company - US cents per share |
|
|
|
|
|
9 |
(0.70) |
(1.44) |
(6.10) |
|
9 |
(0.70) |
(1.44) |
(6.10) |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2009
|
|
Unaudited |
Unaudited |
Unaudited |
Unaudited |
|
Notes |
As at 30 June |
Restated As at 30 June |
Restated As at 31 December |
Restated As at 31 December |
|
|
2009 |
2008 |
2008 |
2007 |
|
|
US$ |
US$ |
US$ |
US$ |
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
328,464 |
386,883 |
347,597 |
389,556 |
Interest in associate |
|
563,906 |
610,999 |
573,537 |
12 |
Available-for-sale investments |
10 |
17,223,620 |
- |
13,023,572 |
- |
Intangible assets |
|
10,694,446 |
- |
10,694,446 |
- |
Prepaid land lease payment and land use rights |
11 |
14,719,262 |
2,365,136 |
- |
2,300,663 |
Land held for property development |
|
20,397,225 |
17,651,807 |
17,418,710 |
16,798,134 |
Long term receivables |
|
8,517,000 |
6,122,000 |
7,217,500 |
6,048,000 |
Deferred tax assets |
|
118,581 |
- |
120,586 |
- |
Total non-current assets |
|
72,562,504 |
27,136,825 |
49,395,948 |
25,536,365 |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
Property development costs |
|
372,701,153 |
327,356,978 |
336,335,348 |
275,828,145 |
Trade and other receivables |
|
19,531,920 |
20,000,970 |
16,938,740 |
18,609,214 |
Current tax assets |
|
4,704,110 |
1,864,884 |
2,692,603 |
- |
Cash and cash equivalents |
|
64,841,948 |
114,812,166 |
67,252,282 |
122,890,641 |
Total current assets |
|
461,779,131 |
464,034,998 |
423,218,973 |
417,328,000 |
|
|
|
|
|
|
Total assets |
|
534,341,635 |
491,171,823 |
472,614,921 |
442,864,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited |
Unaudited |
Unaudited |
Unaudited |
|
Notes |
As at 30 June |
Restated As at 30 June |
Restated As at 31 December |
Restated As at 31 December |
|
|
2009 |
2008 |
2008 |
2007 |
|
|
US$ |
US$ |
US$ |
US$ |
Equity |
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
11,806,250 |
12,500,000 |
12,500,000 |
12,500,000 |
Share premium |
|
221,225,773 |
227,233,267 |
227,233,267 |
227,233,267 |
Capital redemption reserve |
|
693,750 |
- |
- |
- |
Exchange fluctuation reserves |
|
(1,049,379) |
580,894 |
(603,576) |
422,150 |
Retained earnings |
|
(17,610,220) |
(4,299,354) |
(15,935,431) |
(686,937) |
Shareholders' equity |
|
215,066,174 |
236,014,807 |
223,194,260 |
239,468,480 |
Minority interests |
|
7,358,016 |
1,227,368 |
6,692,770 |
1,512,827 |
Total equity |
|
222,424,190 |
237,242,175 |
229,887,030 |
240,981,307 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
187,188,604 |
176,919,813 |
145,057,167 |
121,469,695 |
Finance lease liabilities |
|
22,474 |
24,231 |
20,553 |
23,939 |
Bank loans and borrowings |
12 |
19,631,377 |
10,984,343 |
3,062,611 |
17,381,300 |
Current tax liabilities |
|
- |
- |
- |
487,634 |
Total current liabilities |
|
206,842,455 |
187,928,387 |
148,140,331 |
139,362,568 |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
Finance lease liabilities |
|
6,997 |
30,180 |
19,517 |
41,971 |
Bank loans |
13 |
48,266,893 |
26,623,358 |
45,801,429 |
26,584,146 |
Long term loans |
14 |
1,440,600 |
39,343,951 |
48,766,614 |
35,890,646 |
Medium term notes |
15 |
55,360,500 |
- |
- |
- |
Deferred tax liability |
|
- |
3,772 |
- |
3,727 |
Total non-current liabilities |
|
105,074,990 |
66,001,261 |
94,587,560 |
62,520,490 |
|
|
|
|
|
|
Total liabilities |
|
311,917,445 |
253,929,648 |
242,727,891 |
201,883,058 |
|
|
|
|
|
|
Total equity and liabilities |
|
534,341,635 |
491,171,823 |
472,614,921 |
442,864,365 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2009 - UNAUDITED
|
Retained Earnings US$ |
Share Capital US$ |
Share Premium US$ |
Exchange Fluctuation Reserve US$ |
Capital Redemption Reserve US$ |
Total US$ |
As at 1 January 2009 |
(15,941,630) |
12,500,000 |
227,233,267 |
(1,150,503) |
- |
222,641,134 |
Effect of adopting IFRIC 15 |
6,199 |
- |
- |
546,927 |
- |
553,126 |
As at 1 January 2009, restated |
(15,935,431) |
12,500,000 |
227,233,267 |
(603,576) |
- |
223,194,260 |
Cancellation of shares |
- |
(693,750) |
- |
- |
693,750 |
- |
Purchase of own shares |
- |
- |
(6,007,494) |
- |
- |
(6,007,494) |
Loss for the financial period |
(1,674,789) |
- |
- |
(445,803) |
- |
(2,120,592) |
Shareholders' equity as at 30 June 2009 |
(17,610,220) |
11,806,250 |
221,225,773 |
(1,049,379) |
693,750 |
215,066,174 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2008 - UNAUDITED
|
Retained Earnings US$ |
Share Capital
US$ |
Share Premium US$ |
Exchange Fluctuation Reserve US$ |
Total US$ |
As at 1 January
2008 |
(2,607,644) |
12,500,000 |
227,233,267 |
469,497 |
237,595,120 |
Effect of adopting IFRIC 15 |
1,920,707 |
- |
- |
(47,347) |
1,873,360 |
As at 1 January 2008, restated |
(686,937) |
12,500,000 |
227,233,267 |
422,150 |
239,468,480 |
Loss for the financial period |
(3,612,417) |
- |
- |
158,744 |
(3,453,673) |
Shareholders' equity as at 30 June 2008 |
(4,299,354) |
12,500,000 |
227,233,267 |
580,894 |
236,014,807 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2008 - UNAUDITED
|
Retained Earnings US$ |
Share Capital
US$ |
Share Premium US$ |
Exchange Fluctuation Reserve US$ |
Total US$ |
As at 1 January 2008
|
(2,607,644) |
12,500,000 |
227,233,267 |
469,497 |
237,595,120 |
Effect of adopting IFRIC 15 |
1,920,707 |
- |
- |
(47,347) |
1,873,360 |
As at 1 January 2008, restated |
(686,937) |
12,500,000 |
227,233,267 |
422,150 |
239,468,480 |
Loss for the financial year |
(15,248,494) |
- |
- |
(1,025,726) |
(16,274,220) |
Shareholders' equity as at 31 December 2008 |
(15,935,431) |
12,500,000 |
227,233,267 |
(603,576) |
223,194,260 |
CONDENSED Consolidated Statement of Cash Flows
SIX MONTHS ENDED 30 JUNE 2009
|
Unaudited |
Unaudited |
Unaudited |
|
Six |
Restated Six months |
Restated |
|
ended 30 |
ended 30 |
ended 31 December |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
Cash Flows from Operating Activities |
|
|
|
Net loss for the financial period/ year |
(8,803) |
(3,854,036) |
(14,348,104) |
Unrealised foreign exchange (gain)/ loss |
(222,194) |
245,296 |
9,914,487 |
Depreciation of property, plant and equipment |
21,891 |
24,709 |
54,952 |
Amortisation of leasehold land payment |
- |
13,808 |
- |
Goodwill written-off |
7,015 |
- |
- |
Impairment of interest in associate |
- |
1,956,233 |
1,956,718 |
|
|
|
|
Operating loss before working capital changes |
(202,091) |
(1,613,990) |
(2,421,947) |
Changes in working capital: |
|
|
|
Increase in property development costs |
(40,013,214) |
(51,528,833) |
(67,101,333) |
(Increase)/ decrease in leasehold land payment |
- |
(78,281) |
2,196,181 |
Share of results from associated company |
95 |
743 |
3,863 |
(Increase)/ decrease in receivables |
(3,892,680) |
(1,465,756) |
500,974 |
Increase in payables |
45,480,306 |
55,482,200 |
30,387,177 |
Net cash generated from/ (used in) operations |
1,372,416 |
796,083 |
(36,435,085) |
Tax paid |
(3,045,391) |
(2,428,396) |
(4,743,431) |
Net cash flows used in operating activities |
(1,672,975) |
(1,632,313) |
(41,178,516) |
|
|
|
|
Cash Flows From Investing Activities |
|
|
|
Acquisition of subsidiaries, net of cash |
185 |
- |
(4,831,774) |
Share buy back |
(6,007,494) |
- |
- |
Acquisition of land held for property development |
(3,267,915) |
(853,673) |
(1,382,184) |
Purchase of property, plant and equipment |
(8,950) |
(22,036) |
(28,517) |
Purchase of land use rights |
(14,719,262) |
- |
- |
Purchase of shares in associate |
- |
(2,567,962) |
(2,567,962) |
Purchase of available-for-sale investments |
(4,200,048) |
- |
(13,023,572) |
Withdrawal of/ (placement of) short term bank deposits |
2,227,651 |
- |
(1,880,189) |
Net cash used in investing activities |
(25,975,833) |
(3,443,671) |
(23,714,198) |
|
|
|
|
Cash Flows From Financing Activities |
|
|
|
Repayment of bank borrowings |
(16,602,422) |
(6,541,170) |
(14,064,981) |
Drawdown of borrowings |
28,555,551 |
3,453,305 |
32,093,251 |
Repayment of finance lease liabilities |
(10,599) |
(11,499) |
(25,840) |
Net cash flows from/ (used in) financing activities |
11,942,530 |
(3,099,364) |
18,002,430 |
|
|
|
|
|
|
|
|
|
Unaudited |
Unaudited |
Unaudited |
|
Six |
Restated Six months |
Restated |
|
ended 30 |
ended 30 |
ended 31 December |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
NET CHANGE IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL PERIOD/ YEAR |
(15,706,278) |
(8,175,348) |
(46,890,284) |
Effect of changes in exchange rates |
60,546 |
(86,552) |
(10,374,556) |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE FINANCIAL PERIOD/ YEAR |
62,856,303 |
120,121,143 |
120,121,143 |
|
|
|
|
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL PERIOD/ YEAR |
47,210,571 |
111,859,243 |
62,856,303 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2009
1 General Information
Aseana Properties Limited (registration no. 94592) was incorporated in Jersey on 22 September 2006 under the laws of Jersey and the registered office is located at 12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands. The Company is domiciled in Jersey and listed on the main market of the London Stock Exchange.
The principal activities of the Group are acquisition, development and redevelopment of upscale residential, commercial and hospitality projects in the major cities of Malaysia and Vietnam. The Group will typically invest in development projects at the pre-construction stage and also selectively invest in projects in construction and newly completed projects with potential capital appreciation.
2 Summary of Significant Accounting Policies
2.1 Basis of Preparation
The interim condensed consolidated financial statements for the six months ended 30 June 2009 has 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 2008 which has been prepared in accordance with IFRS.
Taxes on income in the interim periods 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 2008 as described in those annual financial statements except for the impact of the Standards and Interpretations described below:-
IFRIC 15 - Agreements for the Construction of Real Estate effective for annual periods beginning on or after 1 January 2009. The Directors have re-assessed the revenue recognition accounting policy, such that the revenue is now recognised in accordance with IAS 18, which is mandatory and applicable to the Group for the financial periods beginning on or after 1 January 2009.
Revenue from sales of properties is recognised when effective control of ownership of the properties is transferred to the purchasers when the completion certificate or occupancy permit had been issued.
The Group has applied the change in accounting policy in respect of its revenue recognition for its sales of development properties based on percentage of completion method to on going projects uncompleted prior to 1 January 2009. The adoption of IFRIC 15 is applied retrospectively, and accordingly, the comparatives have been restated as shown in Note 20.
Revised IFRS 8 Operating Segments - effective for annual periods beginning or after 1 January 2009. IFRS 8 is a disclosure standard that has resulted in a redesignation of the Group's reportable segments (see note 3), but has no impact on the reported results or financial position of the Group.
IAS 1 (revised 2007) Presentation of Financial Statements - effective for annual periods beginning on or after 1 January 2009. IAS 1 (revised 2007) presents transactions with owners in detail and non-owner changes in equity as a single line in the statement of changes in equity. The standard introduces a Condensed Consolidated Statement of Comprehensive Income which presents all items of unrecognised income and expense and is linked to the Consolidated Income Statement. In addition, the Consolidated Balance Sheet has been renamed to Condensed Consolidated Statement of Financial Position and the Consolidated Cash Flow Statement has been renamed to Condensed Consolidated Statement of Cash Flows.
The interim report and financial statements were approved by the Board of Directors on 26 August 2009.
2.2 Statement of Compliance
The interim condensed consolidated financial statements of Aseana Properties Limited have been prepared in accordance with IAS 34, Interim Financial Reporting.
3 Segment Information
The Group's assets and business activities are managed by Ireka Development Management Sdn. Bhd. ('IDM') as the development manager under a management agreement dated 27 March 2007.
The Group has adopted IFRS 8, Operating Segments in the current period. IFRS 8 requires that segments represent the level at which financial information is reported to the Executive Management of IDM, being the chief operating decision maker as defined in IFRS 8. The Executive Management consists of the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer of IDM. The management determines the operating segments based on reports reviewed and used by the Executive Management for strategic decision making and resource allocation. For management purposes, the Group is organised into project units.
The Group's reportable operating segments are as follows:-
Ireka Land Sdn. Bhd. - develops i-ZEN @ Kiara I, Tiffani by i-ZEN and one Mont' Kiara
ICSD Ventures Sdn. Bhd. - develops Sandakan Harbour Square
Amatir Resources Sdn. Bhd. - develops SENI Mont' Kiara
Others - includes holding and intermediate holding companies, Group's new businesses and consolidation adjustments
Information regarding the operations of each reportable segment is included below. The Executive Management 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 and profit before tax, which the Executive Management believes are the most relevant in evaluating the results relative to other entities in the industry. Segment assets and liabilities are 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 currently only in Malaysia since development activities have not commenced in Vietnam. No single customer exceeds 10% of the Group's revenues.
Operating Segments - six months ended 30 June 2009 - Unaudited
|
Ireka Land |
ICSD Ventures Sdn. Bhd. |
Amatir Resources Sdn. Bhd. |
Others |
Consolidated |
|
US$ |
US$ |
US$ |
US$ |
US$ |
Revenue recognised on completion |
665,329 |
10,565,505 |
- |
- |
11,230,834 |
|
|
|
|
|
|
Gross profit/(loss) recognised on completion |
116,357 |
2,689,144 |
- |
- |
2,805,501 |
|
|
|
|
|
|
Net profit/(loss) before taxation |
699,177 |
3,183,430 |
(297,118) |
(3,594,292) |
(8,803) |
|
|
|
|
|
|
Taxation |
(174,794) |
(795,857) |
- |
- |
(970,651) |
|
|
|
|
|
|
Net profit/(loss) after taxation |
524,383 |
2,387,573 |
(297,118) |
(3,594,292) |
(979,454) |
|
|
|
|
|
|
Segment assets |
211,393,514 |
52,571,546 |
146,803,907 |
123,572,668 |
534,341,635 |
|
|
|
|
|
|
Segment liabilities |
162,558,684 |
31,411,352 |
80,566,022 |
37,381,387 |
311,917,445 |
|
|
|
|
|
|
Investment income |
- |
- |
- |
1,011,059 |
1,011,059 |
|
|
|
|
|
|
Depreciation of property, plant and equipment |
- |
- |
- |
21,891 |
21,891 |
|
|
|
|
|
|
Capital expenditure* |
22,987,064 |
8,611,180 |
18,882,234 |
(10,458,314) |
40,022,164 |
* Capital expenditures consist mainly of property development costs
Geographical Information - six months ended 30 June 2009 - Unaudited
|
Malaysia |
Vietnam |
Others |
Total |
|
US$ |
US$ |
US$ |
US$ |
Revenue recognised on completion |
11,230,834 |
- |
- |
11,230,834 |
|
|
|
|
|
Non-current assets |
29,215,727 |
26,753,697 |
16,593,080 |
72,562,504 |
|
|
|
|
|
Total assets |
426,329,386 |
30,300,638 |
77,711,611 |
534,341,635 |
Others include Jersey, British Virgin Islands and Singapore
Operating Segments - six months ended 30 June 2008 - Unaudited
|
Ireka Land |
ICSD Ventures Sdn. Bhd. |
Amatir Resources Sdn. Bhd. |
Others |
Consolidated |
|
US$ |
US$ |
US$ |
US$ |
US$ |
Revenue recognised on completion |
- |
- |
- |
- |
- |
|
|
|
|
|
|
Gross profit/(loss) recognised on completion |
- |
(535,968) |
- |
- |
(535,968) |
|
|
|
|
|
|
Net profit/ (loss) before taxation |
230,548 |
(742,772) |
(48,985) |
(3,292,827) |
(3,854,036) |
|
|
|
|
|
|
Taxation |
(59,943) |
- |
- |
- |
(59,943) |
|
|
|
|
|
|
Net profit/ (loss) after taxation |
170,605 |
(742,772) |
(48,985) |
(3,292,827) |
(3,913,979) |
|
|
|
|
|
|
Segment assets |
204,281,551 |
45,136,099 |
119,918,862 |
121,835,311 |
491,171,823 |
|
|
|
|
|
|
Segment liabilities |
154,662,358 |
25,400,496 |
52,940,442 |
20,926,352 |
253,929,648 |
|
|
|
|
|
|
Investment income |
- |
- |
- |
2,736,428 |
2,736,428 |
|
|
|
|
|
|
Depreciation of property, plant and equipment |
- |
- |
- |
24,709 |
24,709 |
|
|
|
|
|
|
Capital expenditure* |
26,999,342 |
4,477,122 |
18,247,295 |
1,827,110 |
51,550,869 |
* Capital expenditures consist mainly of property development costs
Geographical Information - six months ended 30 June 2008 - Unaudited
|
Malaysia |
Vietnam |
Others |
Total |
|
US$ |
US$ |
US$ |
US$ |
Revenue recognised on completion |
- |
- |
- |
- |
|
|
|
|
|
Non-current assets |
26,513,266 |
- |
623,559 |
27,136,825 |
|
|
|
|
|
Total assets |
382,459,632 |
- |
108,712,191 |
491,171,823 |
Others include Jersey, British Virgin Islands and Singapore
Operating Segments - year ended 31 December 2008 - Unaudited
|
Ireka Land |
ICSD Ventures Sdn. Bhd. |
Amatir Resources Sdn. Bhd. |
Others |
Consolidated |
|
US$ |
US$ |
US$ |
US$ |
US$ |
Revenue recognised on completion |
38,089,321 |
279,820 |
- |
- |
38,369,141 |
|
|
|
|
|
|
Gross profit/ (loss) recognised on completion |
1,422,009 |
(406,147) |
- |
- |
1,015,862 |
|
|
|
|
|
|
Net profit/ (loss) before taxation |
5,228,968 |
(822,553) |
(448,467) |
(18,306,052) |
(14,348,104) |
|
|
|
|
|
|
Taxation |
(1,502,762) |
(11,179) |
(53) |
(5,856) |
(1,519,850) |
|
|
|
|
|
|
Net profit/ (loss) after taxation |
3,726,206 |
(833,732) |
(448,520) |
(18,311,908) |
(15,867,954) |
Segment assets |
188,467,230 |
48,734,029 |
130,475,655 |
104,938,007 |
472,614,921 |
|
|
|
|
|
|
Segment liabilities |
139,503,732 |
29,189,530 |
63,928,779 |
10,105,850 |
242,727,891 |
|
|
|
|
|
|
Investment income |
- |
- |
- |
4,534,122 |
4,534,122 |
|
|
|
|
|
|
Depreciation of property, plant and equipment |
- |
- |
- |
54,952 |
54,952 |
|
|
|
|
|
|
Capital expenditure * |
21,358,039 |
10,803,775 |
36,656,754 |
(1,688,718) |
67,129,850 |
* Capital expenditures consist mainly of property development costs
Geographical Information - year ended 31 December 2008 - Unaudited
|
Malaysia |
Vietnam |
Others |
Total |
|
US$ |
US$ |
US$ |
US$ |
Revenue recognised on completion |
38,369,141 |
- |
- |
38,369,141 |
|
|
|
|
|
Non-current assets |
24,964,309 |
11,961,384 |
12,470,255 |
49,395,948 |
|
|
|
|
|
Total assets |
382,808,588 |
16,649,089 |
73,157,244 |
472,614,921 |
Others include Jersey, British Virgin Islands and Singapore
4 Seasonality
The Group's business operations are not materially affected by seasonal factors for the period under review.
5 Cost of Sales
The Initial Portfolio was acquired based on the fair value of the development assets on the acquisition date and recorded as cost of acquisition. Following the adoption of IAS 18 resulting from the release of IFRIC 15, the cost of acquisition is written off on completion, instead of over the life of the development assets. The cost of acquisition is reviewed annually or more frequently and where necessary, write downs are made for any impairment in value.
6 Foreign exchange gain/ (loss)
|
Unaudited |
Unaudited |
Unaudited |
|
|
Restated |
Restated |
|
Six months |
Six months |
Year |
|
ended 30 |
ended 30 June |
ended 31 |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
Foreign exchange gain/ (loss) comprises: |
|
|
|
Unrealised foreign exchange gain/ (loss) on foreign currency denominated cash and cash equivalents and long term loans |
222,194 |
(245,296) |
(9,914,487) |
Realised foreign exchange gain/ (loss) |
29,262 |
(365,490) |
(256,140) |
|
251,456 |
(610,786) |
(10,170,627) |
7 Impairment of Interest in Associate
The one-off write down in 2008 of US$1.956 million on the interest in an associate, Excellent Bonanza Sdn. Bhd. is attributable to the redemption of redeemable preference shares by the major shareholder. The write-down will be recovered over the life of the development asset. Excellent Bonanza Sdn. Bhd. is undertaking the KL Sentral Project comprising two office towers and a business hotel.
8 Taxation
|
Unaudited |
Unaudited |
Unaudited |
|
Six months |
Restated Six months |
Restated Year |
|
ended 30 |
ended 30 June |
ended 31 December |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
Current period/ year |
970,651 |
59,943 |
1,648,982 |
Deferred tax |
- |
- |
(129,132) |
Total tax expense for the period/year |
970,651 |
59,943 |
1,519,850 |
The numerical reconciliation between the income tax expenses and the product of accounting results multiplied by the applicable tax rate is computed as follows:
|
Unaudited |
Unaudited |
Unaudited |
|
Six months |
Restated Six months |
Restated Year |
|
ended 30 June |
ended 30 June |
Ended 31 December |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
Accounting loss |
(8,803) |
(3,854,036) |
(14,348,104) |
Income tax at a rate of 25%/ 26% |
(2,201) |
(1,002,049) |
(3,730,507) |
|
|
|
|
Add : |
|
|
|
Tax effect of expenses not deductible in determining taxable profit |
1,217,969 |
1,854,633 |
6,315,051 |
|
|
|
|
Less : |
|
|
|
Tax effect of income not taxable in determining taxable profit |
(245,117) |
(792,641) |
(1,064,694) |
Total tax expense for the period/ year |
970,651 |
59,943 |
1,519,850 |
Following recent changes to the Income Tax (Jersey) Law 1961 (as amended), the Company will no longer apply to be tax-exempt. It is now treated as a tax resident company for the purpose of Jersey tax laws and is subject to a tax rate of 0%.
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.
The tax effect on non deductible expenses is higher for this period because expenses at the Company's level have no claimable qualifying deductible taxable income.
Certain subsidiaries in Malaysia are subject to Malaysian income tax on income arising from property development activities after deduction of allowable expenses.
9 Loss per Ordinary Share
|
Unaudited |
Unaudited |
Unaudited |
|
Six months |
Restated Six months |
Restated Year |
|
ended 30 June |
ended 30 June |
ended 31 December |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
Loss for the period/ year attributable to the equity holders of the company |
(1,674,789) |
(3,612,417) |
(15,248,494) |
Weighted average number of shares: |
|
|
|
Basic and Diluted |
238,401,934 |
250,000,000 |
250,000,000 |
Loss per share (US cents) : |
|
|
|
Basic |
(0.70) |
(1.44) |
(6.10) |
Diluted |
(0.70) |
(1.44) |
(6.10) |
Basic loss per share is calculated by dividing the net loss for the period of the Company by the weighted average number of ordinary shares in issue during the period. The 23,600,000 treasury shares are excluded from the calculation of the weighted average number of ordinary shares for the loss per ordinary share calculation.
For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potential dilutive options over ordinary shares. Potential ordinary shares resulting from the exercise of share options have an anti-dilutive effect.
10 Available-for-Sale Investments
|
Unaudited |
Unaudited |
Unaudited |
|
|
Restated |
Restated |
|
As at |
As at |
As at |
|
30 June |
30 June |
31 December |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
At beginning of period/ year |
13,023,572 |
- |
- |
Additions |
4,200,048 |
- |
13,023,572 |
At end of period/ year |
17,223,620 |
- |
13,023,572 |
The Directors review the carrying amounts of available-for-sale investments at each balance sheet date to determine whether there is an indication of impairment in value other than temporary. The Directors' assessment on whether there is an indication is mainly based on the latest available financial statements of these investee companies. The available-for-sale investment includes unquoted equity instruments whose fair value could not be reliably measured, and which were therefore recognised at cost in the amount of US$17,223,620 (31 December 2008: US$13,023,572).
The increase in available-for-sale-investments is due to the last tranche of shares subscribed in Nam Long Investment Corporation by ASPL V6 Limited which was reported in Note 43 of the Company's annual report 2008.
11 Prepaid Land Lease Payments and Land Use Rights
|
Unaudited |
Unaudited |
Unaudited |
|
|
Restated |
Restated |
|
As at |
As at |
As at |
|
30 June |
30 June |
31 December |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
Cost |
|
|
|
At 1 January |
- |
2,310,579 |
2,310,579 |
Exchange adjustments |
- |
78,281 |
(104,932) |
Additions |
14,719,262 |
- |
- |
Transfer to land held for property development |
- |
- |
(2,205,647) |
At end of period/ year |
14,719,262 |
2,388,860 |
- |
|
|
|
|
Accumulated amortisation |
|
|
|
At 1 January |
- |
9,916 |
9,916 |
Exchange adjustments |
- |
- |
(450) |
Charge for the year/period |
- |
13,808 |
- |
Transfer to land held for property development |
- |
- |
(9,466) |
At end of period/ year |
- |
23,724 |
- |
Net carrying amount as at end of period/ year |
14,719,262 |
2,365,136 |
- |
The Group's prepaid land lease payments represent payments for land use rights for the lease of two parcels of land located at Binh Tan District, Ho Chi Minh City, Vietnam for a period of 69 years from 10 July 2008. The land is held for property development and as such no amortisation charge is made until development commences.
12 Bank Loans and Borrowings
|
Unaudited |
Unaudited |
Unaudited |
|
|
Restated |
Restated |
|
As at |
As at |
As at |
|
30 June |
30 June |
31 December |
|
2009 |
2008 |
2008 |
Secured |
US$ |
US$ |
US$ |
Revolving credit facility |
- |
1,530,500 |
- |
Concessional loan |
2,000,000 |
- |
- |
Bank term loans (Note 13) |
- |
6,500,920 |
546,821 |
Bank overdraft |
17,631,377 |
2,952,923 |
2,515,790 |
|
19,631,377 |
10,984,343 |
3,062,611 |
The concessional loan of US$2,000,000 is provided by the joint venture partner for one of the Mont' Kiara projects for working capital purposes.
The effective interest rates of the borrowings for the period ranged from 5.22% to 7.05% per annum.
The borrowings are secured by landed properties and corporate guarantee by the Company.
The borrowings are denominated in Malaysian Ringgit.
The bank term loans are repayable by monthly or quarterly installments and the overdraft is repayable on demand.
The carrying amount of borrowings approximates its fair value at the balance sheet date.
13 Bank Loans
|
Unaudited |
Unaudited |
Unaudited |
|
|
Restated |
Restated |
|
As at |
As at |
As at |
|
30 June |
30 June |
31 December |
|
2009 |
2008 |
2008 |
Secured |
US$ |
US$ |
US$ |
Outstanding bank term loans |
48,266,893 |
33,124,278 |
46,348,250 |
Less: |
|
|
|
Repayments due within twelve months (Note 12) |
- |
(6,500,920) |
(546,821) |
Repayment due after twelve months |
48,266,893 |
26,623,358 |
45,801,429 |
The effective interest rates of the bank term loans for the period ranged from 5.22% to 7.05% per annum.
The bank term loans of the Group are secured by landed properties and corporate guarantee by the Company.
The bank term loans are denominated in Malaysian Ringgit and are repayable by monthly or quarterly instalments.
14 Long Term Loans
|
Unaudited |
Unaudited |
Unaudited |
|
|
Restated |
Restated |
|
As at |
As at |
As at |
|
30 June |
30 June |
31 December |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
Advance |
- |
37,343,951 |
45,326,014 |
Concessional loan |
- |
2,000,000 |
2,000,000 |
Long term loan from minority shareholders of a subsidiary |
1,440,600 |
- |
1,440,600 |
|
1,440,600 |
39,343,951 |
48,766,614 |
The long term loan from minority shareholders of a subsidiary - Shangri-La Healthcare Investment Pte Ltd - is to finance the investment in Hoa Lam Shangri-La Healthcare Limited Liability Company.
15 Medium Term Notes
|
Unaudited |
Unaudited |
Unaudited |
|
|
Restated |
Restated |
|
As at |
As at |
As at |
|
30 June |
30 June |
31 December |
|
2009 |
2008 |
2008 |
Secured |
US$ |
US$ |
US$ |
Outstanding Medium Term Notes |
55,360,500 |
- |
- |
Repayment due after twelve months |
55,360,500 |
- |
- |
The medium term notes are issued by a subsidiary, acquired on 30 March 2009 - see Note 17 below, to fund a development project known as one Mont' Kiara in Malaysia. The weighted interest rate of the loan was 6.50% as at the balance sheet date.
The medium term notes are secured by landed properties and corporate guarantee of the Company.
The medium term notes are denominated in Malaysian Ringgit and are repayable at the maturity dates.
16 Purchase of Own Shares and Cancellation of Shares
The Company was granted authority by the shareholders at the Extraordinary General Meeting held on 17 October 2008 to purchase its own shares up to a total aggregate value of 14.99% of the issued nominal capital. The authority expired twelve months from the date of passing of this resolution.
The Company announced on 22 April 2009 and 29 May 2009 its intention to implement a share buy-back scheme of up to 10.00% and 4.99% of the Company's shares in issue respectively. Subsequently on 23 April 2009, the Company purchased 25,000,000 ordinary shares at a price of US$ 0.15 per share and on 1 June 2009, an additional 12,475,000 ordinary shares were purchased at a price of US$ 0.18 per share. Collectively, the Company has bought back 37,475,000 ordinary shares which is equivalent to 14.99% of the Company's shares in issue representing the Company's total share buy-back authority in place. After the buy-back, 13,875,000 ordinary shares were cancelled and the remaining 23,600,000 ordinary shares are currently held in treasury. Following the share cancellation, the Company has 236,125,000 ordinary shares in issue of which 212,525,000 is voting share capital.
17 Acquisition of Business
On 30 March 2009, the Group acquired 85.1% of the issued share capital of Legolas Capital Sdn. Bhd. for a total consideration of US$233. The transaction is accounted for using the purchase method of accounting. Legolas Capital Sdn. Bhd. was acquired as a special purpose vehicle to fund a development project known as one Mont' Kiara in Malaysia.
The Group has accounted for the business combination of Legolas Capital Sdn. Bhd. using fair values assigned to Legolas Capital Sdn. Bhd.'s identifiable assets and liabilities determined provisionally as at 30 March 2009.
As at 30 March 2009, Legolas Capital Sdn. Bhd. had a negative shareholders' equity of US$7,969 where 85.1% was owned by the Group. Against a consideration of US$233, a goodwill of US$7,105 was created. This goodwill arising from the acquisition was written-off during the period.
The assets and liabilities at the date of acquisition arising from the acquisition are as follows:
|
Book value US$ |
Provisional fair value US$ |
Non-current assets |
41,678,400 |
41,678,400 |
Current assets |
4,446,522 |
4,446,522 |
Cash and cash equivalents |
418 |
418 |
Non-current liabilities |
(41,678,400) |
(41,678,400) |
Current liabilities |
(4,454,909) |
(4,454,909) |
Net assets |
(7,969) |
(7,969) |
Minority interest |
1,187 |
1,187 |
Net assets acquired |
(6,782) |
(6,782) |
Goodwill |
|
7,015 |
Total consideration |
|
233 |
Satisfied by: |
|
|
Cash |
|
233 |
Directly attributable costs |
|
- |
|
|
233 |
Net cash inflow arising on acquisition |
|
Cash consideration |
(233) |
Cash and cash equivalents acquired |
418 |
|
185 |
The acquisition of Legolas Capital Sdn. Bhd. has increased the Group's loss before taxation for the period by approximately US$1,542.
If the acquisition of Legolas Capital Sdn. Bhd. had occurred on 1 January 2009, the Group's loss before taxation for the period would have increased by approximately US$1,477.
18 Dividends
The Company has not paid or declared any dividends during the financial period ended 30 June 2009.
19 Related Party Transactions
Transactions between the Group and the Company and Ireka Corporation Berhad and its group of companies ('ICB') are classified as related party transactions.
|
Group |
Group |
Group |
|
Unaudited |
Unaudited |
Unaudited |
|
|
Restated |
Restated |
|
Six months |
Six months |
Year |
|
ended 30 June |
ended 30 June |
ended 31 December |
|
2009 |
2008 |
2008 |
|
US$ |
US$ |
US$ |
|
|
|
|
Payment of sales, administration fees and marketing commission to ICB subsidiaries |
87,759 |
96,422 |
1,841,176 |
Payment of construction progress claims to an ICB subsidiary |
41,219,037 |
34,084,943 |
71,143,525 |
Reimbursement of expenses to an ICB subsidiary |
|
|
|
Payment of management fee to an ICB subsidiary |
2,208,112 |
2,362,968 |
4,743,880 |
20 Comparative Figures
The following comparative figures of the Group have been restated arising from the adoption of International Accounting Standard ('IAS') 18 Revenue - Sale of Goods in accordance with the International Financial Reporting Interpretations Committee's interpretation 15 ('IFRIC 15') on Agreements for the Construction of Real Estate released in July 2008 and effective for periods beginning on or after 1 January 2009. The Group has changed its revenue recognition accounting policy with effect from 1 January 2009 as stated in Note 2.1.
The retrospective adjustments are in accordance with IAS 8 and made retrospectively to the Group's first financial year 2007.
Adjustments to revenue are made for i-ZEN@Kiara I, Tiffani by i-ZEN, one Mont' Kiara bz-hub, Sandakan Harbour Square Phases 1 and 2 and SENI Mont' Kiara which were previously recognised in the income statement based on percentage of work completed. Revenue is now restated based on completion method of revenue recognition as per IAS 18 from 1 January 2009 and adjusted retrospectively as per IAS 8.
Condensed Consolidated Statement of Comprehensive Income for the period ended 31 December 2007 |
Audited Previously Reported Amounts |
Effect of adopting IFRIC 15 |
Unaudited As Restated Amounts |
|
US$ |
US$ |
US$ |
Revenue |
45,176,071 |
(43,375,024) |
1,801,047 |
Cost of sales |
(46,239,698) |
43,087,764 |
(3,151,934) |
Taxation |
(1,982,731) |
1,875,113 |
(107,618) |
Equity minority interest |
(29,998) |
332,854 |
302,856 |
Loss for the period attributable to the equity holders of the company |
(3,260,180) |
1,920,707 |
(1,339,473) |
Exchange differences on translating foreign operations |
469,497 |
(47,347) |
422,150 |
Total comprehensive income for the period, net of tax |
(2,790,683) |
1,873,360 |
(917,323) |
Condensed Consolidated Statement of Financial Position as at 31 December 2007 |
Audited Amounts |
Effect of adopting IFRIC 15 |
Unaudited As Restated Amounts |
|
US$ |
US$ |
US$ |
Property development costs |
213,585,677 |
62,242,468 |
275,828,145 |
Exchange fluctuation reserve |
469,497 |
(47,347) |
422,150 |
Retained earnings |
(2,607,644) |
1,920,707 |
(686,937) |
Minority interest |
1,845,682 |
(332,855) |
1,512,827 |
Trade and other payables |
58,269,002 |
63,200,693 |
121,469,695 |
Current tax liabilities |
2,986,364 |
(2,498,730) |
487,634 |
Shareholders' equity |
237,595,120 |
1,873,360 |
239,468,480 |
Condensed Consolidated Statement of Comprehensive Income for the period ended 30 June 2008 |
Previously Reported Amounts |
Effect of adopting IFRIC 15 |
Unaudited As Restated |
|
US$ |
US$ |
US$ |
Revenue |
51,734,040 |
(51,734,040) |
- |
Cost of sales |
(45,736,586) |
45,200,618 |
(535,968) |
Taxation |
(2,897,846) |
2,837,903 |
(59,943) |
Equity minority interest |
(686,350) |
987,912 |
301,562 |
Loss for the period attributable to the equity holders of the company |
(904,810) |
(2,707,607) |
(3,612,417) |
Exchange differences on translating foreign operations |
106,947 |
51,797 |
158,744 |
Total comprehensive income for the period, net of tax |
(797,863) |
(2,655,810) |
(3,453,673) |
Condensed Consolidated Statement of Financial Position as at 30 June 2008 |
Previously Reported Amounts |
Effect of adopting IFRIC 15 |
Unaudited As Restated Amounts |
|
US$ |
US$ |
US$ |
Property development costs |
219,908,578 |
107,448,400 |
327,356,978 |
Exchange fluctuation reserve |
576,444 |
4,450 |
580,894 |
Retained earnings |
(3,512,454) |
(786,900) |
(4,299,354) |
Minority interest |
2,536,015 |
(1,308,647) |
1,227,368 |
Trade and other payables |
62,059,618 |
114,860,195 |
176,919,813 |
Current tax liabilities |
3,455,814 |
(3,455,814) |
- |
Current tax assets |
- |
1,864,884 |
1,864,884 |
Shareholders' equity |
236,797,257 |
(782,450) |
236,014,807 |
Condensed Consolidated Statement of Comprehensive Income for the year ended 31 December 2008 |
Audited Previously Reported Amounts |
Effect of adopting IFRIC 15 |
Unaudited As Restated Amounts |
|
US$ |
US$ |
US$ |
|
|
|
|
Revenue |
97,894,616 |
(59,525,475) |
38,369,141 |
Cost of sales |
(91,367,018) |
54,013,739 |
(37,353,279) |
Taxation |
(3,820,493) |
2,300,643 |
(1,519,850) |
Equity minority interest |
(677,125) |
1,296,585 |
619,460 |
Loss for the year attributable to the equity holders of the company |
(13,333,986) |
(1,914,508) |
(15,248,494) |
Exchange differences on translating foreign operations |
(1,620,000) |
594,274 |
(1,025,726) |
Total comprehensive income for the year, net of tax |
(14,953,986) |
(1,320,234) |
(16,274,220) |
If IFRIC 15 was not adopted for the period ended 30 June 2009, the following items in the Consolidated Statement of Comprehensive Income and Statement of Financial Position would be affected:
Condensed Consolidated Statement of Comprehensive Income for the period ended 30 June 2009 |
Reported Amounts As Per IAS 11 |
Effect of adopting IFRIC 15 |
Unaudited Reported Amounts As Per IAS 18 |
|
US$ |
US$ |
US$ |
Revenue |
46,044,490 |
(34,813,656) |
11,230,834 |
Cost of sales |
(42,208,534) |
33,783,201 |
(8,425,333) |
Taxation |
(3,290,241) |
2,319,590 |
(970,651) |
Equity minority interest |
(403,438) |
(291,897) |
(695,335) |
Loss for the year attributable to the equity holders of the company |
(2,672,027) |
997,238 |
(1,674,789) |
Exchange differences on translating foreign operations |
(528,930) |
83,127 |
(445,803) |
Total comprehensive income for the period, net of tax |
(3,200,957) |
1,080,365 |
(2,120,592) |
Condensed Consolidated Statement of Financial Position as at 30 June 2009 |
Reported Amounts As Per IAS 11 |
Effect of adopting IFRIC 15 |
Unaudited Reported |
|
US$ |
US$ |
US$ |
Property development costs |
228,108,206 |
144,592,947 |
372,701,153 |
Trade and other receivables |
28,836,679 |
(9,304,759) |
19,531,920 |
Exchange fluctuation reserve |
(1,679,433) |
630,054 |
(1,049,379) |
Retained earnings |
(18,613,657) |
1,003,437 |
(17,610,220) |
Minority interest |
8,598,832 |
(1,240,816) |
7,358,016 |
Trade and other payables |
45,408,508 |
141,780,096 |
187,188,604 |
Current tax liabilities |
2,180,473 |
(2,180,473) |
- |
Current tax assets |
- |
4,704,110 |
4,704,110 |
Shareholders' equity |
213,432,683 |
1,633,491 |
215,066,174 |
Following the change in accounting policy relating to IFRIC 15, the company has reassessed the acquisitions made during the period ended 31 December 2007 and disclosed in the financial statements for that period. This has resulted in an unchanged fair value of net assets acquired, although the allocation between the net assets acquired and the fair value adjustment has been impacted by IFRIC 15.
21 Post Balance Sheet Events
There were no material adjusting post balance sheet events subsequent to the period ended 30 June 2009 that have not been reflected in the interim consolidated financial statements.
The purchase of the remaining 40% stake in ICSD Ventures Sdn. Bhd. as disclosed under Note 45 of the Company's 2008 annual report was completed and shares transferred on 13 July 2009.
22 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 12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
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).
By order of the Board
Dato' Mohammed Azlan Bin Hashim Christopher Henry Lovell
Director Director
26 August 2009