REG - Aseana Prop Ltd - Final Results for the year ended 31 December 2024
13/05/2025 08:45
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RNS Number : 4281I Aseana Properties Limited 13 May 2025
13 May 2025
ASEANA PROPERTIES LIMITED
("Aseana" or the "Company")
Full Year Results for the year ended 31 December 2024
Further to the announcement released by the Company on 30 April 2025, Aseana
(LSE: ASPL), a property developer in Malaysia listed on the main market of the
London Stock Exchange, today announces the publication of its full year
results for the year ended 31 December 2024 ("FY24 Accounts").
The FY24 Accounts will shortly be available on the Company's website at
www.aseanapropertieslimited.com (http://www.aseanapropertieslimited.com/) . A
copy of the FY24 Accounts will shortly be submitted to the National Storage
Mechanism where it will be available for public inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Following publication of the FY24 Accounts the Company will be requesting a
restoration of the listing of the Ordinary Shares. In the meantime, the
Company's Ordinary Shares remain suspended from the Official List Equity
Shares (transition) category of the Financial Conduct Authority ("FCA")
pending further notice.
Enquiries:
Aseana Properties Limited
Leong Kheng Cheong kc.leong@aseanapropertieslimited.com
Lim Tian Huat thlim@aseanaplc.com
Thong Kok Cheong kcthong@aseanaplc.com
Allenby Capital Limited (Financial Adviser) +44 (0) 20 3328 5656
Nick Naylor / Nick Athanas / Ashur Joseph
CHAIRMAN'S STATEMENT
INTRODUCTION
I am pleased to report on the results of Aseana Properties Limited ("Aseana"
or the "Company") and its subsidiaries (together with referred to as the
"Group") for the financial year ended 31 December 2024 ("FY2024").
COMMENTARY ON THE YEAR
In January 2024, the Company reached a settlement with Ireka Corporation
Berhad ("ICB"), the parent company of our former Development Manager, under
which their debts to the Company were settled via a buyback of 38.8 million
Aseana shares held by ICB together with its 30% stake in both Urban DNA Sdn
Bhd and The RuMa Hotel Sdn Bhd, both of which relate to The RuMa Hotel and
Residences in Kuala Lumpur. The repurchased shares were cancelled, resulting,
at the time, in an increase in Net Asset Value ("NAV") per share for the
remaining shares in the Company.
In March 2024, the Group entered into three short-term loan agreements for an
aggregate amount of US$1.0 million (the "Directors' Loan"). The lenders
included Ms Helen Wong Siu Ming, Ms Jenny Lee Gyn Li (spouse of a former
Director of Aseana, Mr Thomas Holland) and RSMC Investment Inc. (collectively,
the "Lenders"). The Directors' Loan was secured against 30 units of The RuMa
Hotel suites (the "Charged Hotel Suites"), valued at US$6.6 million and owned
by Urban DNA Sdn Bhd, an indirect subsidiary of the Company.
On 23 September 2024, the Group received letter of demand from the Lenders'
solicitor, rendering the full principal and interest amounts under the
Directors' Loan immediately due and payable. Subsequently, on 29 November
2024, a second legal letter was received alleging default in repayment and
notifying that the Lenders would apply for an order to foreclose the Charged
Hotel Suites. In response, the Group initiated legal proceedings in December
2024 against the Lenders, inter-alia, restraining the Lenders from commencing
any foreclosure proceedings in respect of the Charged Hotel Suites. Further
information on the said legal proceedings are covered in the Litigation
section below and in the announcements previously announced by the Company on
27 December 2024 and 26 March 2025.
Meanwhile, the Medium Term Notes (the "MTN") issued by an indirect subsidiary
of the Company, Silver Sparrow Bhd ("SSB") (collectively, the "SSB MTN") were
due and defaulted on 8 December 2023. OCBC Bank (Malaysia) Bhd, Malayan
Banking Bhd and Bank Pembangunan Malaysia Bhd (collectively, the "Guarantor
Banks") paid a total of RM61.0 million (c.US$13.5 million) to Maybank
Investment Bank Bhd ("MIBB" acting as the Facility Agent of the SSB MTN
holders), consequently such monies were due and payable by SSB to the
Guarantor Banks.
On 5 November 2024, pursuant to Debentures from SSB and ICSD Ventures Sdn Bhd
("ICSD") in favour of MIBB, a fixed and floating charge was created over the
present and future assets and properties of both SSB and ICSD, KPMG Corporate
Restructuring PLT was appointed as Receivers and Managers (the "R&M") over
ICSD.
STRATEGIC PRIORITIES
The Group is clearly in a financially distressed situation, as has
progressively been unveiled by the Company post departure of the Previous
Management Team (as defined in the Corporate Strategy Section).
The business priorities of the Group are therefore preserving its limited cash
balances, safeguarding ownership of the remaining assets to prevent
destruction of value from distressed force sale activities and critically
raising funds and bank refinancing to elevate the Group from its current
financial distress position. Asset divestment remains a strategic option to
the Board, but in a measured manner so as not to compromise shareholder value.
PERFORMANCE REVIEW
During FY2024, the Group recorded a net loss before taxation of US$5.5
million, compared to a net loss before taxation of US$10.7 million for the
previous financial year ended 31 December 2023 ("FY2023"). The net loss
attributable to equity holders was US$9.9 million for FY2024 (FY2023: net loss
of US$8.7 million), and the loss per share as at 31 December 2024 was US cents
5.74 (31 December 2023: loss per share of US cents 4.39).
Our NAV per share as at 31 December 2024 fell to US$0.24 (31 December 2023:
US$0.32).
Our net cash inflow for FY2024 was US$3.2 million (FY2023: net cash outflow of
US$3.0 million) driven predominantly by an increase in net cash inflow from
operating activities of US$5.1 million (FY2023: net cash outflow of US$5.5
million) offset by a cash outflow from investing and financing activities of
US$3.3 million (FY2023: US$0.7 million) and foreign exchange effects of US$1.4
million (FY2023: US$ 3.2 million).
SANDAKAN ASSET DIVESTMENT UPDATE
On 30 June 2023, ICSD entered into a binding conditional agreement (the
"Sandakan Transaction") to sell the Sandakan Hotel asset and the Harbour Mall
Sandakan (together, the "Sandakan Assets"). Although the Sandakan Transaction
was expected to be completed by 30 September 2023 upon certain conditions
being met, it did not complete due to technical issues.
On 6 April 2024, a Supplemental Sale and Purchase Agreement was signed with
the purchaser, primarily to extend the completion date in an effort to
finalise the Sandakan Transaction.
On 26 July 2024, the Company announced that the completion of the Sandakan
Transaction had been further delayed by the purchaser. The Sandakan
Transaction was ultimately terminated as announced on 9 October 2024.
NON-GOING CONCERN STATUS OF THE COMPAN
The Company has been winding up its assets since May 2015. The Sandakan
Transaction has, as announced on 9 October 2024 terminated. The SSB MTN which
financed the Sandakan Assets has been in default since the capital was not
repaid on the final repayment date of 8 December 2023. Consequently, on 5
November 2024, the R&M was appointed to ICSD.
Additionally, the Directors' Loan, raised by the Company in March 2024 was
alleged to be in default on 29 November 2024, and the Lenders indicated their
intention to apply for an order to foreclose, and force sell the Charged Hotel
Suites.
Both the outstanding SSB MTN (RM61.0 million or c.US$13.5 million) and the
Directors' Loan (US$1.0 million) were due and payable immediately. The Group
was far from having sufficient cash to meet the repayment demands, as such,
the financial situation as at end of 2024 was more severe than that of 2023.
Effective 16 December 2024, Mr Lim Tian Huat assumed the role of Independent
Non-Executive Chairman and Dato' Dr Thong Kok Cheong was appointed as a
Non-Executive Director of the Company while Mr Leong Kheng Cheong assumed the
role, on the Board of the Company, of Chief Executive Director with effect
from 10 February 2025 (together referred to as the "New Board"). The New Board
have made relentless efforts to steer the Company and the Group in the right
direction during this critical period and in the future.
In January 2025, Mr Leong Kheng Cheong was appointed as Chief Executive
Officer ("CEO") to assist the New Board in, inter alia, executing fundraising
exercises, i.e. share subscription by the strategic investor, Neuchatel
Investment Holdings Limited ("Neuchatel"), and the disposal of treasury share
in February 2025 and March 2025 respectively. These initiatives collectively
raised approximately US$6.5 million for the Company. The proceeds have been
used to partially repay the outstanding debts owed by ICSD, reducing the
outstanding SSB MTN (principal) to RM37.0 million (c.US$8.2 million).
With the participation of Neuchatel, which brings the Group additional
resources (e.g. business networks, banking relationships and financial advice)
and working alongside the CEO and the operating teams of The RuMa Hotel and
Residences and Harbour Mall Sandakan, the Group is now gaining momentum to
execute plans to refinance the existing loans, re-open the Sandakan Hotel and
further improving the operating performance of The RuMa Hotel and Residences.
These efforts are expected to significantly restructure the Group's debt
profile and enhance its underlying profitability and cash flow position. The
Board is seeing promising early progress and confident that the Group's
financial health will be resuscitated and emerge stronger.
Despite all the positive actions outlined and planned above (some of which
have been completed, e.g. fundraising via shares allotment, treasury share
sale, partial repayment of outstanding loans and extension of facilities and
loan maturity dates), as at the date of approval of the 2024 annual financial
report, a formal credit-approved Letter of Offer on new bank loan facilities
has yet to be received. Consequently, MIBB has not removed the R&M from
ICSD, and in fact, MIBB strictly maintains that the R&M will only be
discharged once the defaulted debt (though now reduced) is fully repaid. Thus,
the projected state of financial position is considered subject to
uncertainty. Accordingly, the preparation of the 2024 financial statements
have not been reverted to a going concern basis.
DIS-CONTINUATION VOTE IN MAY 2025
The Company is required to hold another dis-continuation vote by the end of
May 2025 so that shareholders can vote on the future direction of the Company.
The Directors therefore intend to hold a discontinuation vote at general
meeting to be convened to be convened by 30 May 2025.
ACKNOWLEDGMENTS
I would like to extend my sincere thanks to my colleagues on the Company's
Board, the staff operating at the Group level and the teams working across
each of our properties for their tireless efforts on behalf of the Group and
its shareholders. I also wish to acknowledge our external advisors and
service providers, whose continued support and expertise have been invaluable
to the Company.
LIM TIAN HUAT
Chairman
12 May 2025
PROPERTY PORTFOLIO AS AT 31 DECEMBER 2024
Project Type Effective Ownership Approximate Gross Approximate Land Area
Floor Area (sq m)
(sq m)
Completed projects
The RuMa Hotel and Residences Luxury residential tower and bespoke hotel 100.0% 40,000 4,000
Kuala Lumpur, Malaysia
Sandakan Harbour Square Hotel and retail mall 100.0% 126,000 48,000
Sandakan, Sabah, Malaysia
Undeveloped projects
Kota Kinabalu Seafront resort & residences Land parcel approved for development of: (i) Boutique resort hotel and resort 80.0% n/a 172,900
villas
(ii) Resort homes
PERFORMANCE SUMMARY
Year ended Year ended
31 December 2024 31 December 2023
Total Returns since listing
Ordinary share price -90.75% -91.50%
FTSE All-share index 34.21% 27.02%
FTSE 350 Real Estate Index -38.83% -54.13%
One Year Returns
Ordinary share price 8.82% -39.29%
FTSE All-share index 5.57% 3.85%
FTSE 350 Real Estate Index -13.51% 7.85%
Capital Values
Total assets less current liabilities (US$ million) 77.13 98.13
Net asset value per share (US$) 0.24 0.32
Ordinary share price (US$) 0.09 0.085
FTSE 350 Real Estate Index 372.14 430.26
Debt-to-equity ratio
Debt-to-equity ratio (1) 67% 54%
Net debt-to-equity ratio (2) 50% 47%
Loss Per Share
Loss per ordinary share - basic (US cents) (5.74) (4.39)
(5.74) (4.39)
- diluted (US cents)
Notes:
(1) Debt-to-equity ratio = (Total Borrowings ÷ Total Equity) x 100%
(2) Net debt-to-equity ratio = (Total Borrowings less Cash and Cash
Equivalents ÷ Total Equity) x 100%
FINANCIAL REVIEW
INTRODUCTION
The Group recorded a net loss before taxation of US$5.5 million for the
financial year ended 31 December 2024 ("FY2024"), compared to a net loss
before taxation of US$10.7 million for the financial year ended 31 December
2023 ("FY2023"). The improvement was primarily due to foreign exchange gains
and revenue contributions from The RuMa Hotel and Residences and the Harbour
Mall Sandakan.
STATEMENT OF COMPREHENSIVE INCOME
The Group recognised revenue of US$2.9 million in FY2024 (FY2023: US$1.2
million). Revenue of US$35.7 million has been deferred until control of sold
units in the leaseback program is transferred to the respective buyers.
The Group recorded a net loss before taxation of US$5.5 million in FY2024
(FY2023: US$10.7 million). Net loss attributable to equity holders of the
parent company was US$9.9 million in FY2024 (FY2023: loss of US$8.7 million),
largely attributable to the write-off of deferred tax assets and the
recognition of agency fees relating to the sale of The RuMa Residence units.
The Group recorded a consolidated comprehensive loss of US$11.9 million in
FY2024 (FY2023: US$11.2 million), which included a foreign exchange loss of
US$2.0 million (FY2023: US$0.8 million).
Basic and diluted loss per share were both US cents 5.74 in FY2024 (FY2023: US
cents 4.39).
STATEMENT OF FINANCIAL POSITION
Total assets as at 31 December 2024 were US$129.8 million (31 December 2023:
US$137.4 million), representing a decrease of US$7.6 million, primarily due to
the write-off of deferred tax assets and an impairment of long outstanding
receivables.
Total liabilities as at 31 December 2024 were US$88.1 million (31 December
2023: US$80.9 million), representing an increase of US$7.2 million, mainly due
to a US$10.6 million increase in trade and other payables.
The Group's Net Asset Value per share as at 31 December 2024 was US$0.24 (31
December 2023: US$0.32).
CASH FLOW AND FUNDING
Cash generated from operations before interest and tax payments was US$8.6
million (FY2023: net cash used of US$2.6 million).
Cash used in investing activities was US$0.03 million (FY2023: US$0.02
million).
Some of the Group's borrowings were repaid during the year. As at 31 December
2024, the Group's gross borrowings stood at US$28.1 million (31 December 2023:
US$30.7 million). The net debt-to-equity ratio was 49.5% (31 December 2023:
46.9%).
Finance income for FY2024 was US$0.1 million (FY2023: US$1.9 million). Finance
costs were US$3.7 million in FY2024 (FY023: US$2.9 million), mostly incurred
by the Group's operating assets.
EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE
Fundraising by Issuance of New Ordinary Shares (the "Private Placement")
On 6 January 2025, the Company entered into a conditional subscription
agreement (the "Subscription Agreement") with Neuchatel Investment Holdings
Limited (the "Subscriber" or "Neuchatel") for the subscription of new ordinary
shares of US$0.05 each in the Company (the "Subscription Shares"). Under the
Subscription Agreement, the Subscriber, and any parties deemed to be acting in
concert (as defined under the UK Takeover Code) with the Subscriber, agreed to
subscribe for such number of Subscription Shares in the Company constituting
up to 29.9% of the Company's issued share capital, as enlarged by the
Subscription, at a subscription price of US$0.08 per Subscription Share (the
"Subscription").
A circular in relation to the Private Placement was published on 21 January
2025 and a general meeting was held on 24 February 2025, at which shareholders
approved the allotment of 68,190,000 ordinary shares at an issue price of
US$0.08 each to the Subscriber.
The subscription amount of US$5.45 million was received on 27 February 2025
and predominantly all of such proceeds were applied to partially settle the
outstanding Medium Term Notes (the "MTN") issued by the Company's indirect
subsidiary, Silver Sparrow Bhd, on 4 March 2025.
Sale of Treasury Shares
On 17 March 2025, the Company entered into an agreement to raise approximately
US$1.07 million (before expenses) by way of a private placement of 13,334,000
existing ordinary shares of US$0.05 each in the capital of the Company held in
treasury by the Company (the "Treasury Shares") at a price of US$0.08 per
share (the "Treasury Share Placement").
The Treasury Shares represented 5.52 per cent of the enlarged issued share
capital of the Company after the Private Placement and following completion of
the Treasury Share Placement, the Treasury Shares were no longer held in
treasury by the Company.
The net proceeds of the Treasury Share Placement are being utilised to address
the Group's ongoing financial challenges, particularly to repay outstanding
bank facilities and forestall foreclosure actions initiated by the Receivers
and Managers of ICSD, which owns the Sandakan Hotel asset and the Harbour Mall
Sandakan and was placed into receivership on 5 November 2024.
The gross proceeds of US$1.07 million were received by the Company on 19 March
2025, and this is being utilised to facilitate the debt refinancing exercise
and to also fund the associated transaction fees.
Sale of The RuMa Residences Units
During FY2024, the Group completed the Sale and Purchase Agreements for seven
(7) units at The RuMa Residences, generating a gross consideration of RM13.1
million (approximately US$2.9 million).
In addition, Sale and Purchase Agreements for the sale of sixteen (16) more
units at The RuMa Residences would be completed by the end of June 2025, with
a gross consideration of RM23.3 million (approximately US$5.3 million), which
would be used towards redeeming the commercial paper and/or MTN.
Potensi Angkasa ("PASB") Commercial Paper and/or MTN (collectively the "PASB
MTN")
18 tranches of the PASN MTN with principal amount of RM17.1 million (c.US$3.8
million), underpinned by security charges over The RuMa Residences which have
their maturity dates falling due in February, March and April 2025
respectively, have successfully secured an 180-day maturity dates extension
from the noteholders and trustee.
DIVIDEND
No dividend was declared or paid in the financial years 2024 and 2023.
PRINCIPAL RISKS AND UNCERTAINTIES
A review of the principal risks and uncertainties facing the Group is set out
in the Directors' Report of the Annual Report.
TREASURY AND FINANCIAL RISK MANAGEMENT
The Group undertakes risk assessments and identifies the principal risks that
affect its activities. The responsibility for the management of each key
risk has been clearly assigned and is overseen by the Board of Directors, who
are closely involved in the day-to-day operation of the Group.
A comprehensive discussion on the Group's financial risk management policies
is included in the notes to the financial statements of the Annual Report.
LIM TIAN HUAT
Director
12 May 2025
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
Aseana Properties Limited ("Aseana" or the "Company", and together with its
subsidiaries, the "Group") is committed to creating a positive impact on both
the environment and the communities in which it operates. The Company believes
that being socially and environmentally responsible is not only the right
course of action, but also essential to delivering long-term value for all
stakeholders.
The Group's approach to corporate citizenship is guided by six core
principles, which underpin its commitment to ethical governance, environmental
stewardship, employee well-being and social contribution.
Managing Corporate Responsibility
The Board of Directors ("Board") oversees Aseana's CSR framework through
established corporate-level policies and standards. These mechanisms ensure
that the Group operates responsibly, ethically and legally, while protecting
and enhancing both its reputation and shareholder value. CSR is embedded
within the Group's broader sustainability and risk management strategy.
Employees
Recognising the evolving challenges in today's economic landscape, Aseana is
committed to fostering a supportive, inclusive and respectful workplace. The
Board ensures that all employees are treated fairly and with dignity, as this
not only enhances their well-being but also drives productivity, creativity
and innovation.
Health and Safety
Occupational health and safety remain top priorities for Aseana. The Group
strives to provide a safe and healthy working environment by prioritising the
regular maintenance of plants, equipment and systems, and by ensuring that
employees receive the necessary training and supervision to manage workplace
risks safely and responsibly.
Stakeholders
Aseana values transparent, open and meaningful engagement with all its
stakeholders, including clients, investors, partners and the wider public. The
Company maintains stakeholder engagement through various channels such as
events, roadshows, briefings, conference calls and the timely release of
announcements and the publication of annual reports. Stakeholders can also
access corporate updates and information via Aseana's website at
www.aseanapropertieslimited.com (http://www.aseanapropertieslimited.com) .
Environmental Management
Aseana continues to adopt and promote environmentally responsible practices
throughout its operations. A prime example of this commitment is The RuMa
Hotel and Residences ("The RuMa"), the Group's flagship hospitality asset in
Kuala Lumpur, which continues to set benchmarks in sustainable luxury.
In 2024, The RuMa reaffirmed its leadership in sustainable tourism by
successfully completing its second-year surveillance audit under the Global
Sustainable Tourism Council (GSTC) framework - an internationally recognised
standard that assesses environmental, cultural and social sustainability. The
RuMa remains the first hotel in Peninsular Malaysia to be awarded this
prestigious certification.
Sustainable Operations and Innovation
Throughout 2024, The RuMa implemented a range of impactful environmental and
social initiatives, including:
· Replacing plastic water bottles in guest rooms and meeting areas with
reusable glass bottles.
· Upgrading to refillable, larger-sized bathroom amenities sourced from
local suppliers to reduce packaging waste.
· Converting guest room vanity lights to energy-efficient LEDs,
contributing to a 10% reduction in electricity usage, lowering consumption to
86 kilowatt-hours per occupied room.
· Installing dual-flush toilets and Twin Oxide water treatment systems,
reducing water consumption to 1,179 litres per occupied room and enabling
reuse in landscaping.
· Launching composting of coffee grounds and reusing orange peels to
reduce food waste.
· Implementing the Winnow system, a smart technology solution for
tracking and reducing food waste in the kitchen.
· Replacing plastic straws with biodegradable alternatives and
transitioning to biodegradable bedroom slippers.
In addition to these operational improvements, The RuMa maintains the
following:
· Car park that includes charging stations for hybrid and electric
vehicles.
· Contactless, ticketless parking system, enhancing convenience and
reducing paper waste.
· Continue to digitise internal paperwork and workflows to further
reduce the property's environmental footprint.
Community Engagement
Aseana is deeply committed to giving back to the communities in which it
operates. In 2024, The RuMa's team contributed a total of 467 volunteer hours,
significantly exceeding the annual target of 300 hours and the notable
initiatives included:
· The Back-to-School CSR programme, which provided educational supplies
and support to underprivileged children in collaboration with local
orphanages.
· A continued partnership with Kebun Kebun Bangsar, promoting urban
farming, environmental awareness, and sustainable community practices.
Looking Forward
The year 2024 marked significant progress across Aseana's environmental,
social, and governance agenda. The RuMa Hotel and Residences continues to
serve as a model for sustainable hospitality in the region, demonstrating that
luxury and environmental responsibility can coexist. As the Group moves
forward, it remains dedicated to strengthening its CSR initiatives and
ensuring that its business practices generate lasting, positive impact for
people, the planet, and its stakeholders.
BOARD OF DIRECTORS
LIM TIAN HUAT
NON-EXECUTIVE INDEPENDENT CHAIRMAN
Lim Tian Huat was appointed as an independent non-executive director of the
Company on 30 September 2024. He established his own firm in 2010 after his
retirement from Ernst & Young ("EY"). He was a partner in EY (2002 -
2009), in charge of Restructuring and Insolvency. Prior to that he was with
Arthur Andersen (1979 - 2001), for the first 7 years in Assurance before
focusing on Restructuring and Insolvency. He became a partner of Arthur
Andersen in 1990, and led the Global Corporate Finance practice, including
Restructuring and Insolvency.
Tian Huat has over 40 years' experience in assurance, corporate advisory,
restructuring and insolvency. He was appointed by the Domestic Trade Minister
to be a member of the Corporate Law Reform Committee ("CLRC") under the
purview of the Companies Commission of Malaysia. CLRC's objective was to
update and modernize Companies Act 1967 which resulted in Companies Act 2016.
He was appointed as Commissioner to the United Nations Compensation Commission
for a period of 5 years from 1998 to 2002. He co-authored a book entitled "The
Law and Practice of Corporate Receivership in Malaysia and Singapore".
DATO' DR THONG KOK CHEONG
NON-EXECUTIVE DIRECTOR
Dato' Dr. Thong was appointed as a non-executive director on 09 July 2024. He
has considerable experience in upstream business of exploration, production of
oil and gas, and downstream oil business in refining, supply and trading. He
was appointed Chief Corporate Planner for the Shell Group of Companies in
Malaysia from 1991 to 1993. After that he left to start his own business in
property development, manufacturing and trading. Dato' Dr. Thong was appointed
to the Board of Directors of Jasa Megah Industries Berhad, and Insas Berhad in
1993. He retired from the two companies in 2000.
His current interests are in consultancy, property development and investment.
Currently he is a director of Grand Battery Technologies Berhad. He graduated
from the Imperial College of Science and Technology, University of London,
with First Class Honors in Chemical Engineering in 1968, and obtained his PhD
in 1971. He received the RH Gummer prize for 1969/70 for his research work in
combustion and has published papers in the Proceedings of the Royal Society,
UK, Institute of Chemical Engineering, UK and Journal of Physics, UK. He was
also a founding member and former President of the Imperial College Alumni
Malaysia. As at the end of 2024, Dato' Dr. Thong held a 7.5% shareholding
interest in the Company.
LEONG KHENG CHEONG
DIRECTOR AND CHIEF EXECTIVE OFFICER
Leong Kheng Cheong (KC) was first appointed as the non-board Chief Executive
Officer of the Company effective 1 January 2025, then followed by the
appointment as a Director on 10 February 2025. KC, a fellow member of the
CPA Australia, brings with him over 28 years of finance and strategic
leadership experience across diversified industries in FMCG & luxury
retailing, commercial property development & management, automotive
distribution and financial institutions across Hong Kong, Mainland China and
Southeast Asia. He has held senior positions in reputable multinational
corporations prior to the appointment, most recently the Finance Director,
Group Planning & Reporting of the DFI Retail Group (a pan-Asian retail
conglomerate of the Jardines Group) in Hong Kong, as well as the Financial
Planning & Analysis Director of Tesco Property Limited (a subsidiary of
Tesco Plc) in China.
DIRECTORS' REPORT
The Directors present their report together with the audited financial
statements of Aseana Properties Limited (the "Company") and its subsidiaries
(together with referred to as the "Group") for the year ended 31 December
2024.
Principal Activities
The principal activities of the Group were the development of upscale
residential and hospitality projects in Malaysia. The Group's immediate
focus is to resolve the debt situation, particularly with the SSB MTN being in
default. The Group is also focused on carrying out its divestment program for
certain Malaysian assets, to repay its debts.
Business Review and Future Developments
The consolidated statement of comprehensive income for the year is set out on
page 42. A review of the development and performance of the business has
been set out in the Chairman's Statement and the Financial Review reports.
Objectives and Strategy
When the Company was launched in 2007, the Board considered it desirable that
Shareholders should have an opportunity to review the future of the Company at
appropriate intervals. The Company will hold another discontinuation vote at
a general meeting in May 2025, meanwhile the Company's business priorities are
therefore to preserve its limited cash balances, safeguard ownership of the
remaining assets to prevent destruction of value from distressed force sale
activities, continue to drive the sale of residences, and critically raise
funds and bank refinancing to elevate the Group from its current financial
distress position.
Asset divestment remains a strategic option to the Board, but in a measured
manner for not compromising shareholders value.
Principal Risks and Uncertainties
The Group's business is property development in Malaysia. Thus, its principal
risks are related solely to the property market in Malaysia. More detailed
explanations of these risks and the way they are managed are contained under
the heading of Financial Risk Management Objectives and Policies in Note 4.1
to the financial statements.
Other risks faced by the Group predominantly in Malaysia where all the key
assets are held, include the following:
Economic Inflation, economic recessions and movements in interest rates could affect
property development activities.
Strategic Incorrect strategy, including timing, could lead to poor returns for
shareholders.
Regulatory Breach of regulatory rules could lead to suspension of the Company's Stock
Exchange listing and financial penalties.
Law and regulations Changes in laws and regulations relating to planning, land use, development
standards and ownership of land could have adverse effects on the business and
returns for the shareholders.
Tax regimes Changes in the tax regimes could affect the tax treatment of the Company
and/or its subsidiaries in these jurisdictions.
Management and control Changes that cause the management and control of the Company to be exercised
in the United Kingdom could lead to the Company becoming liable to United
Kingdom taxation on income and capital gains.
Operational Failure of the Company's internal financial reporting system and disruption to
the business, or to that of third party service providers, could lead to an
inability to provide accurate reporting and monitoring leading to a loss of
confidence from the shareholders.
Financial Inadequate controls by the Company or third party service providers could lead
to a misappropriation of assets. Inappropriate accounting policies or
failure to comply with accounting standards could lead to misreporting or
breaches of regulations or a qualified audit report.
Liquidity The absence of sufficient incoming cash flows from asset disposals or
operating income may adversely impact the Group's ability to continue funding
ongoing activities and liabilities as they fall due.
Refinancing The Group has overdue Medium Term Notes, and its continued financial viability
is dependent on either restructuring existing debt or securing alternative
funding arrangements. In the current financial position, there is a heightened
risk that the Group may not be able to refinance its obligations on acceptable
terms, which could lead to further enforcement action or the disposal of
assets at suboptimal valuations.
Human Resource The uncertainty arising from the Group's non-going concern position and a key
asset (Sandakan, held by ICSD Ventures Sdn Bhd) being placed in receivership
has made it increasingly difficult to attract and retain experienced
personnel. The inability to secure the right talent may hinder the Group's
capacity to manage its operations effectively, support restructuring
initiatives, or preserve asset value.
The Board seeks to mitigate and manage these risks through continual review,
policy setting and enforcement of contractual rights and obligations. It
also regularly monitors the economic and investment environment in Malaysia,
its only remaining market. Details of the Group's internal controls are
described on page 33.
LITIGATION
Settlement with Ireka Corporation Berhad ("ICB")
A claim was filed in the Malaysian Courts on 21 October 2022 by ASPL M9
Limited ("ASPL M9"), a subsidiary of the Company, against ICB in relation to
the Joint Venture Agreement between ASPL M9, ICB and UDNA for the development
and construction of The RuMa Hotel & Residences in Kuala Lumpur.
On 26 January 2024, the Company (including ASPL M9) reached a conditional
settlement with ICB whereby ICB would transfer 38,837,504 shares in the
Company including its 30% shareholdings in the two joint venture companies
that own and operate The RuMa Hotel & Residences to the Company. In
exchange, the Company agreed to withdraw its claim against ICB. The
settlement shall constitute the full and final settlement of all claims and
debts owed between the parties.
The settlement agreement was conditional upon both parties obtaining their
respective approvals. The Company held its EGM on 27 February 2024, in which
the settlement was duly approved by the shareholders. On 25 March 2024, ICB
received its approval for the settlement from the Winding Up Court in
Malaysia. On 2 April 2024, the Company announced that all conditions pursuant
to the settlement agreement have been satisfied.
Details of the conditional settlement and the results of the EGM were
announced by the Company on 29 January 2024, 27 February 2024 and 2 April 2024
respectively.
Claims Against Former Directors and their Associates
On 27 December 2024, the Company announced that it and its ultimate operating
subsidiary, UDNA on 19 December 2024 filed a legal action at the Kuala Lumpur
High Court in Malaysia (Commercial Division) against the following parties:
· Helen Siu Ming Wong ("Helen Wong") (a former director of the Company
and UDNA);
· Nicholas John Paris (a former director of the Company);
· Tan Hok Chye (a former director of the Company and UDNA);
· Thomas Patrick Holland (a former director of the Company and UDNA);
· Jenny Lee Gyn Li ("Jenny Li") (spouse of Thomas Patrick Holland); and
· RSMC Investment Inc ("RSMC").
The legal action was initiated, among other reasons, for breaches of fiduciary
duties by the former directors of the Company and UDNA, including, inter alia,
the improper claiming of exorbitant fees from the Company and the
over-securitisation in favour of Helen Wong, Jenny Lee, and RSMC in connection
with a loan of USD1,000,000.00 granted in favour of the Company and secured
against 30 properties in The RuMa Hotel and Residences ("Subject Properties")
owned by UDNA, in breach of applicable laws.
On 26 March 2025, the Company announced that UDNA entered into a consent order
on 17 March 2025 with Helen Wong, Jenny Lee and RSMC in respect of the
Injunction Application to prevent Helen Wong, Jenny Lee and RSMC from
enforcing the Charges over the Subject Properties.
Details of the legal action and the consent order were announced by the
Company on 27 December 2024 and 26 March 2025 respectively.
Results and Dividends
The results for the year ended 31 December 2024 are set out in the attached
financial statements.
No dividends were declared nor paid during the financial year under review.
Share Capital
No shares were issued in 2024. Further details on share capital are stated
in Note 23 to the financial statements.
Directors
The following were Directors of Aseana who held office throughout the
financial year and up to the date of this report:
· Lim Tian Huat - Chairman (appointed 30 September 2024)
· Dato' Dr Thong Kok Cheong (appointed 9 July 2024)
· Leong Kheng Cheong (appointed 10 February 2025)
· Clare Muhiudeen (appointed 9 July 2024; resigned 7 December 2024)
· Nicholas John Paris (resigned 30 September 2024)
· Thomas Holland (not re-elected at the Company's AGM on 30 July 2024)
· Helen Wong Siu Ming (not re-elected at the Company's AGM on 30 July
2024)
· Robert Donald Minty (resigned 13 September 2024)
· Hock Chye Tan (resigned 30 September 2024)
Directors' Interests
No director in office at the end of the financial year had any interest in
shares in the Company during the financial year, save for Dato' Dr Thong Kok
Cheong who owns 11,959,608 Ordinary shares.
Management
The routine operations of the Company are supervised by the Chairman and the
Board.
Employees
The Company had no executive Directors during the year, and unable to recruit
any professional managers and advisors post the departure of the team of four
finance professionals end of September 2024. The subsidiaries of the Group had
a total of 242 employees as at 31 December 2024, of which 22 and 220 were
employed by (i) the Sandakan Hotel asset and Harbour Mall Sandakan, and (ii)
The RuMa Hotel and Residences in Kuala Lumpur respectively.
Non-going concern
The Company will continue until May 2025 at which time another continuation
vote will be held by shareholders. In connection with, or at the same time as,
the proposal that the Company be wound up voluntarily the Board shall be
entitled to make proposals for the reconstruction of the Company. Until
then, the Company will continue to preserve its limited cash balances,
safeguard ownership of the remaining assets to prevent destruction of value
from distressed force sale activities, continue to drive the sale of
residences, and critically raise funds and bank refinancing to elevate the
Group from its current financial distress position. Asset divestment remains a
strategic option to the Board, but in a measured manner that does not
compromise shareholders value.
As explained in Note 2.3 to the financial statements, it refers to the
assessment made by the Directors including the recent fundraising exercises
(events after statement of financial position date) in February and March 2025
and likelihood of the Group obtaining new bank refinancing facilities to fund
its existing long-term assets. Nevertheless, as at the date of approval of the
2024 annual financial report a formal credit-approved Letter of Offer on the
bank loan facilities has yet to be received. Thus, the projected state of
financial position is considered subject to uncertainty. Accordingly, the
preparation of the 2024 financial statements have not been reverted to a going
concern basis.
Creditors Payment Policy
The Group's operating companies are responsible for agreeing on the terms and
conditions under which business transactions with their suppliers are
conducted. It is the Group's policy that payments to suppliers are made in
accordance with all relevant terms and conditions which is on average 30 days.
Note however that the Company and Group has defaulted on certain borrowings,
refer to section 2.3 Non-Going Concern section of the Financial Statement.
Financial Instruments
The Group's principal financial instruments comprise cash balances, balances
with related parties, other payables, receivables and loans and borrowings
that arise in the normal course of business. The Group's Financial Risk
Management Objectives and Policies are set out in Note 4.1 to the financial
statements.
Directors' Liabilities
Subject to the conditions set out in the Companies (Jersey) Law 1991 (as
amended), the Company has arranged appropriate Directors' and Officers'
liability insurance to indemnify the Directors against liability in respect of
proceedings brought by third parties. Such provisions remain in force at the
date of this report.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Companies (Jersey) Law 1991 requires the Directors to prepare financial
statements for each financial year. Under that law the Directors are
required to prepare the financial statements in accordance with International
Financial Reporting Standards ("IFRSs") as adopted by European Union.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the assets,
liabilities, financial position and of the profit or loss of the Group for
that year. In preparing these financial statements, the Directors are
required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable, relevant and
reliable;
· ensure that the financial statements comply with IFRSs; and
· prepare the financial statements on the going concern basis, unless
it is inappropriate to presume that the Group and the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and to
enable them to ensure that the financial statements comply with the Companies
(Jersey) Law 1991. The Directors are also responsible for safeguarding the
assets of the Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and integrity of the
Company's website on the internet. However, information is accessible in
many different countries where legislation governing the preparation and
dissemination of financial statements may differ from that applicable in the
United Kingdom and Jersey.
The Directors of the Company confirm that to the best of their knowledge that:
· the financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the European Union,
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Group; and
· the sections of this Report, including the Chairman's Statement,
Director's Review, Financial Review and Principal Risks and Uncertainties,
which constitute the management report include a fair review of the
development and performance of the business and the position of the issuer and
the undertakings included in the consolidation taken as a whole, together with
a description of the principal risks and uncertainties that they face.
Disclosure of Information to Auditor
So far as each person who was a Director at the date of approving this report
is aware, there is no relevant audit information, being information needed by
the auditor in connection with preparing its report, of which the auditor is
unaware. Having made enquiries of fellow Directors, each Director has taken
all the steps that he is obliged to take as a Director in order to have made
himself aware of any relevant audit information and to establish that the
auditor is aware of that information.
Re-appointment of Auditor
The auditor, PKF Littlejohn LLP, has expressed their willingness to continue
in office. A resolution proposing their re-appointment will be tabled at the
forthcoming Annual General Meeting.
Board Committees
Information on the Audit Committee is included in the Corporate Governance
section of the Annual Report on pages 28 to 34.
Annual General Meeting
The tabling of the 2024 Annual Report and Financial Statements to shareholders
will be at an Annual General Meeting ("AGM") that is currently expected to be
held by 30 May 2025.
On behalf of the Board
LIM TIAN HUAT
Non-Executive Independent Director
12 May 2025
REPORT OF DIRECTORS' REMUNERATION
Directors' Emoluments
The Company had no executive Directors at the end of FY2024, solely a few
employees who are mainly focused on the divestment process. The Independent
Directors in the Board of Directors are responsible for setting the framework
and reviewing compensation arrangements for all non-executive Directors before
recommending the same to the Board for approval. The Independent Directors
assess the appropriateness of the emoluments on an annual basis by reference
to comparable market conditions with the overall objective of ensuring maximum
stakeholder benefit from the retention of a high calibre Board.
During the year, the Directors received the following emoluments in the form
of fees from the Company:
Directors Year ended Year ended
31 December 2024 31 December 2023
(US$) (US$)
Lim Tian Huat(5) 12,000 -
(Chairman of the Board)
Dato' Dr Thong Kok Cheong(3) 24,000 -
Clare Muhiudeen(4) 24,000 -
Nicholas John Paris(6) 24,000 59,000
Helen Wong Siu Ming(2) 43,033 77,000
Thomas Holland(2) 27,913 48,000
Hock Chye Tan(6) 25,173 39,867
Monica Lai Voon Huey(1) - 19,912
Robert Donald Minty(7) - -
(1) Monica Lai was not re-elected at the Company's 2023 Annual General Meeting on
30 May 2023.
(2) Helen Wong and Thomas Holland were not re-elected at the Company's 2024 Annual
General Meeting on 30 July 2024.
(3) Dato' Dr Thong Kok Cheong was appointed on 9 July 2024.
(4) Clare Muhiudeen was appointed on 9 July 2024 and resigned 7 December 2024.
(5) Lim Tian Huat was appointed on 30 September 2024
(6) Hock Chye Tan and Nicholas John Paris resigned on 30 September 2024.
(7) Robert Donald Minty resigned on 13 September 2024.
ASSET DIVESTMENT EXPENSES
In 2022, the Previous Management Team of the Company approved a programme
aimed at incentivising and retaining the Company's key personnel
(predominantly Helen Wong, whom was the Divestment Director). This fee is
calculated at 1.1% of the gross proceeds less any agent commissions, if any
have been used, from sale of asset and is payable in cash once the Company
receives the sale proceeds to those personnel who have been involved in that
transaction. Such programme has since been cancelled after Helen Wong left the
Company on 30 September 2024.
The New Board does not think such incentive programme is appropriate and in
contravention to Section 22C of the Valuers, Appraisers and Estate Agents Act
1981 of Malaysia ("VAEA Act"), which provides that no person shall act as an
agent for commission, fee, reward or other consideration in respect of any
sale or other disposal of land and building and of any interest therein unless
such person is a registered estate agent and has been issued with an authority
to practice under the VAEA Act. Helen Wong and her divestment team are not
registered estate agents as required under the VAEA Act. In addition, the
Board is also cognisant of the maximum commission rate of 3% for real estate
agents as prescribed by VAEA Act.
The Company has commenced legal proceedings in December 2024 against Helen
Wong, inter-alia, contending that Helen Wong and her divestment team were not
registered estate agents as required under the VAEA Act, therefore not
entitled to any commissions for sales of properties of the Group in Malaysia.
Share Options
The Company did not operate any share option schemes during the years ended 31
December 2023 and 2024.
Share Price Information
· High for the year - US$0.110
· Low for the year - US$0.090
· Close for the year - US$0.090
Pension SchemeS
No pension schemes exist in the Group.
Service Contracts
There are no service contracts in existence between the Company and any of the
Directors.
LIM TIAN HUAT
Non-executive Independent Director
12 May 2025
CORPORATE GOVERNANCE STATEMENT ("CG STATEMENT")
The Financial Conduct Authority requires all companies with a listing on the
equity shares (commercial companies) (ESCC) listing category to comply with
the UK Corporate Governance Code (the "Code"). Aseana Properties Limited
("ASPL" or the "Company", and together with its subsidiaries, the "Group") is
a Jersey incorporated company listed on the equity shares (transition)
category (formerlly called the Standard Listing) on the UK Listing Authority's
Official List and is therefore not subject to the Code. The following section
outlines how the principles of governance are applied by the Company.
THE BOARD
As at the date of this CG Statement, the Board of Directors (the "Board") of
the Company comprises the following members:
· Mr Lim Tian Huat - Independent Non-Executive Chairman (appointed 30
September 2024)
· Dato' Dr Thong Kok Cheong - Non-Executive Director (appointed 9 July
2024)
· Mr Leong Kheng Cheong - Executive Director (appointed 10 February
2025) and Chief Executive Officer (appointed 2 January 2025)
The biographical details of the Directors are set out on pages 17 to 18 of
this Annual Report.
The Board currently comprises three members, a majority of whom, including the
Chairman, are Non-Executive Directors. The day-to-day operations of the
Company are managed by the Chief Executive Officer, while strategic direction
and key corporate matters are overseen by the Board under the leadership of
the Chairman, who is an Independent Non-Executive.
Role of the Board
The Board is responsible for providing entrepreneurial leadership, setting
strategic objectives, and ensuring that the necessary financial and human
resources are in place to meet the Company's goals. It maintains a system of
prudent and effective controls to identify, assess and manage risks. The Board
also monitors the Company's financial performance, ensures that the Company
maintains adequate funding, and considers and approves the disposal of
Company's assets in a controlled, orderly and timely manner. Additionally, the
Board sets the Company's values and standards and ensures that its obligations
to its shareholders and other stakeholders are met.
The Company maintains an appropriate level of directors' and officers'
liability insurance.
The Board has authority to repurchase up to a maximum aggregate of 29,783,780
of the Company's ordinary shares (representing approximately 18.63 percent of
the Company's issued ordinary share capital (excluding ordinary shares held in
treasury) as at 31 December 2024).
Meetings of the Board
The Board meets at least four (4) times a year and additional meetings may be
convened as and when necessary. During the financial year ended 31 December
2024 ("FY2024"), the Board met nine (9) times. The details of attendance by
each Director are as follows:
Name of Directors Attendance
Dato' Dr Thong Kok Cheong (appointed 9 July 2024) 6/6
Clare Mariam Binti Muhiudeen (appointed 9 July 2024; resigned 7 December 2024) 6/6
Mr Lim Tian Huat (appointed 30 September 2024) 2/2
Ms Helen Wong Siu Ming (not re-elected at the Company's annual general meeting 5/5
("AGM") held on 30 July 2024)
Mr Robert Donald Minty (resigned 13 September 2024) 6/6
Mr Nicholas John Paris (resigned 30 September 2024) 7/7
Mr Thomas Holland (not re-elected at the Company's AGM held on 30 July 2024) 4/5
Mr Tan Hock Chye (resigned 30 September 2024) 7/7
To enable the Board to discharge its duties effectively, all Directors receive
accurate, timely and clear information in an appropriate format and of
sufficient quality, including Board papers distributed in advance of Board
meetings. The Board also receives periodic presentations during Board meetings
relating to the Company's business and operations, financial performance, risk
management and other key matters.
All Directors have access to the advice and services of the Company Secretary
and external advisers, who are responsible to the Board on matters of
corporate governance, Board procedures and regulatory compliance.
Board Balance and Independence
Aseana is a self-managed company. As at 31 December 2024, the Board comprises
two Non-Executive Directors - Mr Lim Tian Huat, who served as the
Non-Executive Chairman and Dato' Dr Thong Kok Cheong. Subsequently, in 2025,
Mr Leong Kheng Cheong was appointed as Executive Director and Chief Executive
Officer.
The Board considers the Chairman to be independent, as he is not involved in
the day-to-day management of the Company and has no business or other
relationships that could materially interfere with the exercise of his
independent judgement.
The Chairman is independent and is responsible for the leadership of the
Board, ensuring its overall effectiveness and setting its agenda. Matters
referred to the Board are considered collectively and no individual holds
unrestricted decision-making powers. Together, the Directors bring a broad
range of experience and expertise in business, finance and accountancy, which
are essential for the effective oversight and supervision of the Company's
affairs.
Performance Appraisal
The Code recommends that there should be a formal and rigorous annual review
of the performance of the board, its committees, the chair and individual
directors. Although the Company is not subject to the Code by virtue of its
listing on the transition segment of the main market, the Board recognises the
value of regular performance reviews as a mechanism to improve effectiveness
and promote accountability.
During FY2024, no formal performance evaluation was conducted, owing to the
recent reconstitution of the Board and the Company's ongoing divestment phase.
The Board believes it will be more meaningful to undertake a formal
performance review once the current Board has operated together for a
reasonable period of time.
The Board intends to implement a formal evaluation process in the next
financial year to assess its effectiveness and identify areas for improvement.
In the interim, informal feedback and regular engagement among Directors
continue to facilitate open communication and the identification of any
governance or operational matters requiring attention.
Re-election of Directors
In accordance with the Company's Articles of Association, all Directors shall
submit themselves for election by the shareholders at the first opportunity
after their appointment and shall not remain in office for longer than three
years since their last election or re-election without submitting themselves
for re-election.
At the last AGM held on 30 July 2024, Ms Helen Wong Siu Ming and Mr Thomas
Holland retired by rotation and offered themselves for re-election by the
shareholders. However, both were not re-elected by the shareholders at the
last AGM.
At the forthcoming AGM, Mr Lim Tian Huat, Dato' Dr Thong Kok Cheong and Mr
Leong Kheng Cheong, having been recently appointed, will submit themselves for
election by the shareholders.
Board Committees
In line with best practices outlined in the Code, the Board recognises the
importance of establishing appropriate Board Committees to support the
effective discharge of its duties and responsibilities. While the Company is
not required to comply with the Code due to its listing on the transition
segment of the main market, the Board remains committed to adopting its key
principles where practicable and appropriate, taking into account the size,
resources, and current phase of the Company.
As at 31 December 2024, the Company had not established any formal Board
Committees, such as an Audit Committee ("AC") or the Nomination and
Remuneration Committee ("NRC"), following changes to the composition of the
Board during the year. In light of the Company's ongoing financial distress
and divestment efforts, the Board considered it more practical for all
Directors to collectively assume the roles and responsibilities typically
delegated to these Committees. This approach allowed for more agile
decision-making and oversight during a period of significant operational and
financial challenges.
The Board's immediate priority remains the need to recapitalise the Group's
balance sheet and the discharge of ICSD Ventures Sdn Bhd from the Receivers
and Mangers. At the appropriate stage, as the Company stabilises and
transitions out of its current distressed state, the Board intends to revisit
and align its composition, reconstitute the AC and formally establish a NRC,
in line with evolving operational needs and governance best practices.
AUDIT COMMITTEE RESPONSIBILITIES
The responsibilities typically undertaken by the AC were assumed by the Board
during FY2024. These includes:
· monitoring, in discussion with the auditor, the integrity
of the Company's financial statements and any formal announcements relating to
financial performance and reviewing significant financial reporting
judgements;
· reviewing the Company's internal financial controls and
risk management systems;
· overseeing the appointment, re-appointment and removal of
the external auditor and approving the external auditor's remuneration and
terms of engagement for submission to shareholders at general meetings;
· reviewing and monitoring the external auditor's
independence and objectivity, as well as the effectiveness of the audit
process. The Board recognises that the Code and AIC Code provisions for FTSE
350 companies to put the external audit contract out to tender at least every
10 years. While the Company is not a member of the FTSE 350, the Board
acknowledges this best practice (the current auditor has been the auditor
since 2020);
· developing and implementing a policy on the engagement of
the external auditor for non-audit services; and
· identifying any matters requiring action or improvement
and making appropriate recommendations.
During FY2024, the Board carried out the following specific activities
typically overseen by the AC:
· reviewed the audit plan with the Group's auditor;
· reviewed and discussed the auditor's report with the
Group's auditor;
· reviewed and approved the audited financial statements
included in the Annual Report;
· reviewed and approved other published financial
information, including the half-year results and related announcements;
· assessed the independence of the Group's auditor; and
· reviewed the auditor's performance and recommended their
reappointment to the shareholders.
The Significant Issues
The Board considered the following key issues in relation to the Group's
financial statements during the year:
· Valuation of inventory assets - The Board considered and
discussed the valuation of the Group's inventory assets as at 31 December 2024
and to identify potential impairment.
· Non-going concern - The Board considered both the current
circumstances of Company and its financial requirements for the 12 months from
the approval date of the financial statements and have concluded that there
are uncertainties on the Company's ability to remain as a going concern.
Consequently, the financial statements have been prepared on a non-going
concern basis at this time. For details, please refer to Note 2.3 to the
financial statements.
Nomination & REMUNERATION Committee
The responsibilities of the NRC were also assumed by the Board during FY2024.
During FY2024, the Board undertook the following functions:
· regularly reviewed the structure, size and composition of
the Board, including its diversity, skills, knowledge and experience and made
recommendations for change as appropriate;
· considered succession planning for Directors and the
re-appointment or re-election of Directors at the conclusion of their
specified term of office or retiring in accordance with the Company's Articles
of Association;
· identified and nominated candidates to fill Board
vacancies as and when they arose;
· considered matters related to the continuation in office
of Directors;
· determined and agreed the overall framework for the
Directors' remuneration; and
· set the remuneration for all Directors.
As an entity listed on the transition segment of the main market, the Group is
subject to certain diversity and inclusion targets, including: (i) at least
40% of the individuals on its board of directors are women; (ii) at least one
senior position (chair, chief executive, senior independent director or chief
financial officer) on its board of directors is held by a woman; and (iii) at
least one individual on its board of directors is from a minority ethnic
background. No formal diversity policy has been adopted given the Group's
current divestment status.
Financial Reporting
The Board aims to present a fair, balanced and understandable assessment of
the Company's position and prospects in all reports to shareholders, investors
and regulatory authorities. This assessment is primarily provided in the
half-year results and the Annual Report through the Chairman's Statement,
Financial Review Statement and Directors' Report.
The Board has reviewed the significant reporting issues and judgements
involved in the preparation of the Group's financial statements, including
significant accounting policies, significant estimates and critical
judgements. The Board has also reviewed the clarity, appropriateness and
completeness of the disclosures contained in the financial statements.
Internal Audit
The Board has confirmed that the existing systems and procedures provide
sufficient assurance that a sound system of risk management and internal
control is maintained. Given the Company is currently in a phase where the
Group's debt situation is critical and specifically SSB's MTN that is in
default needs to be refinanced, the Board considers that establishing an
internal audit function specific to the Company is not necessary at this
time. However, the Directors will continue to monitor the situation and
reassess the need for such a function as appropriate.
Auditor
The Board is responsible for monitoring and reviewing the performance and
independence of the Company's Auditor, PKF Littlejohn LLP, who was
re-appointed at the last AGM held on 30 July 2024.
In accordance with auditing and ethical standards, the auditor is required to
assess and confirm their independence, integrity and objectivity to the Board.
PKF Littlejohn LLP has conducted this assessment and has confirmed that they
remain independent, objective and in compliance with the Ethical Standard for
Auditors published by the UK Financial Reporting Council, as well as the Code
of Ethics issued by the Institute of Chartered Accountants in England and
Wales.
RISK MANAGEMENT AND Internal Control
The Board is responsible for the effectiveness of the Company's risk
management and internal control systems and is provided with the necessary
information to enable it to discharge its duties. These systems are designed
to meet the specific needs of the Company and to manage rather than eliminate
the risk of failure to meet business objectives. As such, they can only
provide reasonable, and not absolute, assurance against material misstatement
or loss.
During the year, the Board discharged its responsibility for risk management
and internal control through the following key procedures:
· clearly defined delegation of responsibilities to
employees of the Company, including authorisation levels for all aspects of
the business;
· regular and comprehensive information provided to the
Board covering financial performance and key business indicators;
· a detailed system of budgeting, planning and reporting
that is approved by the Board, with results monitored against budget with
variances being followed up and action taken, where necessary; and
· regular visits to operating units and projects by the
Board.
The Board has established frameworks, policies and procedures to ensure
compliance with the requirement of the Bribery Act 2010 (the "Bribery Act")
and Market Abuse Regulation ("MAR"). In respect of the Bribery Act, the
Company has implemented an anti-corruption and anti-bribery policy supported
by its legal and compliance function. Training and briefing sessions have been
conducted for senior management and employees, and compliance reviews are
undertaken as needed to ensure the effectiveness of the policy.
With regard to MAR, the Company has adopted a Dealing Code that imposes
restrictions on dealings in its securities by Persons Discharging Managerial
Responsibilities ("PDMR") and certain employees who are subject to clearance
procedures. In addition, the Company has implemented a Group-Wide Dealing
Policy and a Dealing Procedures Manual. These policies are designed to ensure
that the PDMR and other employees of the Company and its subsidiaries do not
misuse, or appear to misuse, non-public information relating to the Group.
Relationship with Shareholders
The Board is committed to maintaining good communications with shareholders.
The Chairman and selected members of the Board have been designated as the
principal spokespersons to engage with investors, analysts, fund managers, the
press and other stakeholders. The Board is kept informed of all material
information communicated to shareholders and is advised on their feedback.
To understand the views of major shareholders, the Board engages in meetings
and teleconferences facilitated by the Company's financial adviser. The
Company also provides regularly updates to shareholders through stock exchange
announcements, press releases and participation in roadshows.
To further promote effective communication, the Company maintains a website at
www.aseanapropertieslimited.com, where shareholders and investors can access
relevant and up-to-date information.
Substantial Shareholders
As at 31 December 2024, the Board was aware of the following direct and
indirect interests comprising a significant holding of more than 3% of the
Company's issued share capital (excluding shares held in Treasury):
NUMBER OF ORDINARY SHARES HELD PERCENTAGE OF ISSUED SHARE CAPITAL
Legacy Essence Limited and its related parties 36,628,282 22.9%
LIM Advisors 26,074,192 16.3%
SIX SIS 18,366,118 11.5%
Progressive Capital Partners 14,393,372 9.0%
Credit Suisse 12,024,891 7.5%
Dr. Thong Kok Cheong 11,959,608 7.5%
Metage Capital Limited 8,000,000 5.0%
Hooi Heng Lee 7,420,000 4.6%
Annual General Meeting
The AGM serves as the principal forum for dialogue with shareholders. During
and after the AGM, shareholders have the opportunity to engage with the Board
and seek clarification on the Group's business and operations. The last AGM
was held on 30 July 2024 at the Company's registered office and was attended
by Mr Nicholas John Paris (Non-Executive Chairman), Mr Robert Donald Minty and
Ms Helen Wong Siu Ming.
Notices of the AGM and accompanying materials are sent out to shareholders in
advance, allowing sufficient time for review and consideration. Each item of
special business is presented with an explanation of the purpose and effect of
the proposed resolution. Following the vote on each resolution, the Chairman
announces the number of votes cast for, against and withheld. A formal
announcement confirming whether each resolution has been passed at the AGM is
released via the London Stock Exchange.
On behalf of the Board
LIM TIAN HUAT
Chairman
12 May 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASEANA PROPERTIES LIMITED
Opinion
We have audited the consolidated financial statements of Aseana Properties
Limited and its subsidiaries (the 'group') for the year ended 31 December 2024
which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Consolidated Statement of
Changes in Equity, the Consolidated Statement of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards (IFRSs) as adopted by the
European Union.
In our opinion, the financial statements:
· give a true and fair view of the state of the group's affairs as at
31 December 2024 and of its loss for the year then ended;
· have been properly prepared in accordance with IFRS as adopted by the
European Union; and
· have been prepared in accordance with the requirements of the
Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Emphasis of matter - financial statements prepared on a basis other than going
concern
We draw attention to Note 2.3 to the consolidated financial statements which
explains the directors' reasons for preparing the consolidated financial
statements on a basis other than a going concern.
Our opinion is not modified in this respect of this matter.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate, on the consolidated
financial statements as a whole.
Consolidated financial statements 2024 Consolidated financial statements 2023
Overall materiality US$730,000 US$750,000
Performance materiality US$470,000 US$450,000
Basis of materiality c. 0.5% of gross assets c. 0.5% of gross assets
Rationale A key determinant of the group's value is property assets held within
inventory. Due to this, the key area of focus in the audit is the valuation of
inventory. On this basis, we consider gross assets to be a critical financial
performance measure for the group, given that it is a key metric used by
management, investors, analysts and lenders.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing of
account balances, classes of transactions and disclosures, for example in
determining sample sizes.
For each component in the scope of our group audit, we allocated a materiality
that is less than our overall group materiality. The range of materiality
allocated across components was between US$156,000 and US$416,000 (2023:
between US$412,000 and US$749,000). Certain components were audited to a local
statutory audit materiality that was also less than our overall group
materiality.
We agreed with the Audit Committee that we would report to them misstatements
identified during our audit above US$40,000 (2023: US$37,500) as well as
misstatements below those amounts that, in our view, warranted reporting for
qualitative reasons.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed risk of
material misstatement in the consolidated financial statements. In particular,
we looked at areas involving significant accounting estimate and judgment by
the directors and considered future events that are inherently uncertain such
as the carrying value of inventory. We also addressed the risk of management
override of controls, including among other matters consideration of whether
there was evidence of bias that represented a risk of material misstatement
due to fraud.
The group has eight trading companies consolidated within in the group
financial statements, all of which are based in Malaysia. We identified two
material components, which were subject to a full scope of audit. Material
Malaysian components were audited by the PKF network firm in Malaysia under
our direction and supervision. We reviewed component audit working papers
electronically.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter
described in the Material uncertainty related to going concern section we
have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this matter
Carrying value of inventories
Refer to note 20 Inventories. Our work in this area included:
The group owns a portfolio of land held for property development and completed • Testing the inventories valuation and critically
property units in Malaysia. The total carrying value of inventories for the assessing the key judgements and estimates made by management's external
group was US$119.1m (2023: US$118.4 million) as at 31 December 2024. valuers;
Of the year-end inventories, the land assets of US$5.5m (2023: US$5.4m) were • Assessing the valuer's qualifications and expertise
not subject to a third-party valuation and were valued by management. and reading their terms of engagement with the group to determine whether
there are matters that might have affected their objectivity or may have
The remaining inventory balance related to Sandakan Hotel asset ("SHA") and imposed limitation of scope upon their work. We also considered fees and other
Harbour Mall Sandakan ("HMS") valued at c. US$36.9m (2023: c. US$35.9m) contractual arrangements that might exist between the group and the valuer;
("Sandakan Assets") and The RuMa Hotel and Residences ("The RuMa") valued at
c. US$76.1m (2023: c. US$76m), with both of these assets subject to an • Evaluating the appropriateness of the valuer's work
external valuation. considering the purpose of the valuation for audit purposes;
We note that there are significant judgements associated with asset • Reviewing all valuation reports including workings
valuations, notably those with a significant retail and hospitality element. which support the net realisable value assessment of inventories;
Areas of significant judgment relate to the following key assumptions:
• Testing the underlying data used by the valuers in
• occupier demand and solvency; forming their valuations including benchmarking, validating key inputs and
assumptions to supporting third party evidence or market activity and
• asset liquidity; and considering contrary evidence;
• the relative impact on the different sectors including • Assessing and challenging the key estimates and
retail, hospitality and leisure. judgements used in the valuation methodology (including profit and cash flow
forecasts), and analysing changes from prior year where relevant; and
The valuation of inventories requires significant judgment and estimation by
management. Inaccuracies in key assumptions and inputs could result in a • Where inventory (land assets) were not subject to a
material misstatement in the consolidated financial statements. valuation at 31 December 2024, reviewing comparative sales of similar assets
in similar areas to determine the approximate sales value achievable.
Due to the significance of the estimates and judgements involved, we deemed
the carrying value of the above-mentioned inventories to be a significant risk • Reviewing the completeness and sufficiency of the
and a key audit matter. disclosures made in the financial statement in relation to inventory and its
carrying value.
Based on the audit work performed we are satisfied that there is no impairment
of inventory assets and that they are fairly stated as at 31 December 2024.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies (Jersey) Law 1991 requires us to report to you if, in our
opinion:
· proper accounting records have not been kept by the parent company,
or proper returns adequate for our audit have not been received from branches
not visited by us; or
· the parent company financial statements are not in agreement with the
accounting records and returns.
Responsibilities of directors
As explained more fully in the statement of Directors' responsibilities, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and the sector in which it
operates to identify laws and regulations that could reasonably be expected to
have a direct effect on the consolidated financial statements. We obtained our
understanding in this regard through discussions with management, industry
research, and application of cumulative audit knowledge and experience of the
sector. We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members including the significant
component audit team and remained alert to any indicators of fraud or
non-compliance with laws and regulations throughout the audit.
· We determined the principal laws and regulations relevant to the
group in this regard to be those arising from:
o The Companies (Jersey) Law 1991;
o Disclosure Guidance and Transparency Rules;
o The Bribery Act 2010;
o Market Abuse Regulation;
o Anti-money laundering legislations;
o Local tax and employment law; and
o IFRSs as adopted by European Union.
· We designed our audit procedures to ensure the audit team considered
whether there were any indications of non-compliance by the group with those
laws and regulations. These procedures included, but were not limited to:
o Making enquiries of management;
o Reviewing minutes of board meetings;
o Reviewing accounting ledgers; and
o Reviewing Regulatory News Service announcements
· We also identified the risks of material misstatement of the
consolidated financial statements due to fraud. We considered, in addition to
the non-rebuttable presumption of a risk of fraud arising from management
override of controls, that the carrying value of inventory could indicate
potential management bias. We addressed this by challenging the key
assumptions and judgements made by management when auditing that significant
accounting estimate, as outlined in the detail of the Key Audit Matter above.
· As in all of our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures which included,
but were not limited to: the testing of journals; reviewing accounting
estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.
· In our audit procedures, we have considered matters of non-compliance
with laws and regulations, including fraud at the group and component levels.
We have performed audit procedures on all material components within the
group, both at the consolidated level and also through communications with
component auditors.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with our engagement letter dated 12 February 2025. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Wendy Liang (Engagement Partner)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Recognised
Auditor
London E14 4HD
12 May 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
2024 2023
Notes US$'000 US$'000
Continuing operations
Revenue 5 2,875 1,205
Cost of sales 6 (4,116) (677)
Gross (loss)/profit (1,241) 528
Other income 7 15,602 14,544
Administrative expenses 11 (2,139) (1,069)
Other operating expenses 11 (17,206) (13,989)
Impairment of inventory 11 - (7,668)
Foreign exchange gain/(loss) 8 3,099 (1,976)
Operating loss (1,885) (9,630)
Finance income 111 1,860
Finance costs (3,727) (2,912)
Net finance costs 10 (3,616) (1,052)
Net loss before taxation 11 (5,501) (10,682)
Taxation 12 (4,479) 209
Loss for the year (9,980) (10,473)
Other comprehensive loss, net of tax
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences 13 (1,960) (755)
for foreign operations
Total other comprehensive 13 (1,960) (755)
loss for the year
Total comprehensive (11,940) (11,228)
loss for the year
Loss attributable to:
Equity holders of the parent company 14 (9,900) (8,732)
Non-controlling interests 15 (80) (1,741)
Loss for the year (9,980) (10,473)
Total comprehensive (loss)/profit attributable to:
Equity holders of the parent company (12,033) (9,696)
Non-controlling interests 93 (1,532)
Total comprehensive loss for the year (11,940) (11,228)
Loss per share 14 (5.74) (4.39)
Basic and diluted (US cents)
The notes to the financial statements form an integral part of the financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
2024 2023
Notes US$'000 US$'000
Non-current assets
Property, plant and equipment 16 - 198
Intangible assets 17 - 578
Right of use 18 - -
Deferred tax assets 19 - 4,518
Total non-current assets - 5,294
Current assets
Property, plant and equipment 16 283 -
Intangible assets 17 28 -
Inventories 20 119,065 118,351
Trade and other receivables 21 2,416 9,078
Prepayments 267 141
Current tax assets 295 221
Cash and cash equivalents 22 7,462 4,273
Total current assets 129,816 132,064
TOTAL ASSETS 129,816 137,358
Equity
Share capital 23 8,659 10,601
Share premium 24 206,132 208,925
Capital redemption reserve 25 3,841 1,899
Translation reserve 26 (28,657) (26,524)
Accumulated losses (148,328) (131,513)
Shareholders' equity 41,647 63,388
Non-controlling interests 15 40 (6,936)
Total equity 41,687 56,452
Current liabilities
Trade and other payables 27 58,908 48,281
Amount due to non-controlling interests 28 1,108 1,891
Loans and borrowings 29 2,602 1,471
Medium term notes 30 25,511 29,263
Total current liabilities 88,129 80,906
Total liabilities 88,129 80,906
TOTAL EQUITY AND LIABILITIES 129,816 137,358
The financial statements were approved on 12 May 2025 and authorised for issue
by the Board and were signed on its behalf by
LIM TIAN
HUAT
THONG KOK CHEONG
Director
Director
12 May 2025
The notes to the financial statements form an integral part of the financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 december 2024
Consolidated Redeemable Ordinary Shares Management Shares Share Premium Capital Redemption Reserve Translation Reserve Accumulated Losses Total Equity Attributable to Equity Holders of the Parent Non- Controlling Interests Total Equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January 2023 10,601 -# 208,925 1,899 (25,436) (122,781) 73,208 (5,404) 67,804
Loss for the year - - - - - (8,732) (8,732) (1,741) (10,473)
Total other comprehensive (loss)/income for the year - - - - (964) - (964) 209 (755)
Total comprehensive loss for the year - - - - (964) (8,732) (9,696) (1,532) (11,228)
Disposal of subsidiaries - - - - (124) - (124) - (124)
As at 31 December 2023/ 1 January 2024 10,601 -# 208,925 1,899 (26,524) (131,513) 63,388 (6,936) 56,452
Loss for the year - - - - - (9,900) (9,900) (80) (9,980)
Total other comprehensive (loss)/income for the year - - - - (2,133) - (2,133) 173 (1,960)
Total comprehensive (loss)/income for the year - - - - (2,133) (9,900) (12,033) 93 (11,940)
Settlement with ICB and share cancellation (1,942) - (2,793) 1,942 - (6,915) (9,708) 6,883 (2,825)
Shareholders' equity at 31 December 2024 8,659 -# 206,132 3,841 (28,657) (148,328) 41,647 40 41,687
# Represents 2 management shares at US$0.05 each
The notes to the financial statements form an integral part of the financial
statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 december 2024
2024 2023
US$'000 US$'000
Cash Flows from Operating Activities
Net loss before taxation (5,501) (10,682)
Impairment of amount due from a related party 4,145 219
Impairment of goodwill 550 -
Bad debt written off - 318
Impairment of inventory - 7,668
Finance income (111) (1,860)
Finance costs 3,727 2,912
Loss on disposal of subsidiaries - (121)
Unrealised foreign exchange (gain)/loss (3,095) 1,940
Depreciation of property, plant and equipment and right-of-use asset 58 32
Operating (loss)/profit before changes in working capital (227) 426
Changes in working capital:
(Increase)/Decrease in inventories (3,758) 843
(Increase)/Decrease in trade and other receivables and prepayments (561) 3,567
Increase/(Decrease) in trade and other payables 13,187 (7,460)
Cash generated from/(used in) operations 8,641 (2,624)
Interest paid (3,541) (3)
Tax paid (4) (2,854)
Net cash generated from/(used in) operating activities 5,096 (5,481)
Cash Flows from Investing Activities
Purchase of property, plant and equipment (143) (154)
Finance income received 111 130
Net cash used in investing activities (32) (24)
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)
For the year ended 31 december 2024
2024 2023
US$'000 US$'000
Cash Flows From Financing Activities
Drawdown of short term loans 1,150 -
Repayment of loans and borrowings (4,418) (693)
Net cash used in financing activities (3,268) (693)
Net changes in cash and cash equivalents during the year 1,796 (6,198)
Effect of changes in exchange rates 1,393 3,212
Cash and cash equivalents at the beginning of the year 4,273 7,259
Cash and cash equivalents at the end of the year (i) 7,462 4,273
(i) Cash and Cash Equivalents
Cash and cash equivalents included in the consolidated
statement of cash flows comprise the following consolidated statement of
financial position amounts:
2024 2023
US$'000 US$'000
Cash and bank balances 5,307 1,882
Short term bank deposits 2,155 2,391
7,462 4,273
Less: Deposits pledged (ii) (2,141) (2,377)
Cash and cash equivalents 5,321 1,896
(ii) Included in short term bank deposits and cash and bank
balance is US$2,141,000 (2023: US$2,377,000) pledged for loans and borrowings
and Medium Term Notes of the Group.
The notes to the financial statements form an integral part of the financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
1 GENERAL INFORMATION
Aseana Properties Limited (the "Company") was incorporated in Jersey as a
limited liability par value company. The Company's registered office is
Osprey House, Old Street, St Helier, Jersey JE2 3RG.
The consolidated financial statements comprise the financial information of
the Company and its subsidiaries (together with referred to as the "Group").
Details of the entities of the Group are described in Note 32.
The principal activities of the Group were the development of upscale
residential and hospitality projects, sale of development land and operation
and sale of hotel and mall assets in Malaysia. It is currently carrying out
its divestment program which consists of selling the Group's remaining
Malaysian assets, repaying its debts and distributing the remaining proceeds
to its shareholders.
The financial statements are presented in US Dollar ("US$"), which is the
Group's presentation currency. All financial information is presented in US$
and has been rounded to the nearest thousand (US$'000), unless otherwise
stated.
2 BASIS OF PREPARATION
The financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards ("IFRSs") as adopted by European
Union ("EU"), and IFRIC interpretations issued, and effective, or issued and
early adopted, at the date of these financial statements.
As permitted by Companies (Jersey) Law 1991 only the consolidated financial
statements are presented.
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 Board has
reviewed the accounting policies set out below and considers them to be the
most appropriate to the Group's business activities.
2.1 New and amended standards
The Company and the Group adopted the following standards and amendments for
the first time for its annual reporting period commencing 1 January 2024:
· Classification of Liabilities as Current or Non-current and
Non-current liabilities with covenants - Amendments to IAS 1;
· Lease Liability in Sale and Leaseback - Amendments to IFRS 16; and
· Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7.
The adoption of the Amendments did not have any material effect to the
financial statements of the Company and of the Group.
2.2 New IFRSs that have been issued, but only effective for annual periods beginning on or after 1 January 2025
New accounting standards or amendments Effective date (annual periods beginning on
or after)
Sale or Contribution of Assets between an Investor and its Associate or Joint To be determined
Venture - Amendments to IFRS 10 and IAS 28
Lack of Exchangeability - Amendments to IAS 21 1 January 2025
Amendments to the Classification and Measurement of Financial Instruments - 1 January 2026
Amendments to IFRS 9 and IFRS 7
Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9 and 1 January 2026
IFRS 7
Annual Improvements to IFRS Accounting Standards - Volume 11 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
The Company and the Group are in the process of assessing the impact of
implementing these Standards and Amendments, since the effects would only be
observable for future financial years.
2.3 Non-Going Concern
Financial statements are normally prepared on a going concern basis where
there is neither the intention nor need to suspend operations of an entity.
Where such an intention or need exists, the accounting standards preclude the
preparation of financial statements on a going concern basis.
In February/March 2024, the Group entered into 3 short-term loan agreements
for an aggregate amount of US$1.0 million ("Directors' Loan"), one of which is
with a former Director of Aseana, Helen Wong, and one of which is with Jenny
Lee Gyn Li, spouse of a former Director of Aseana, Thomas Holland. The other
lender is RSMC Investment Inc. (collectively the "Lenders").
The Directors' Loan was secured against 30 units of The RuMa Hotel suites (the
"Charged Hotel Suites"), owned by one the Company's indirect subsidiary, Urban
DNA Sdn Bhd ("UDNA").
On 23 September 2024, Aseana received a letter of demand via a solicitor of
the Lenders the full principal and interest amount of the Directors' Loan are
immediately due and payable.
Subsequently on 29 November 2024, another legal letter was received alleging a
default in repayment and the Lenders would apply for an order to foreclose the
Charged Hotel Suites.
In November 2024, the Group had extended its credit facility of RM18 million
(c.US$4 million) tenure with OSK Capital Sdn Bhd for another 12 months, now
expiring on 28 November 2025. Principal outstanding as at 31 December 2024 is
RM6.5 million (c.US$1.4 million);
Medium Term Notes ("MTN") issued by an indirect subsidiary, Silver Sparrow Bhd
("SSB") (collectively the "SSB MTN") were due and defaulted on 8 December
2023. OCBC Bank (Malaysia) Bhd ("OCBC"), Malayan Banking Bhd ("MBB") and Bank
Pembangunan Malaysia Bhd ("BPMB") (collectively the "Guarantor Banks") paid a
total of RM61 million (c. US$13.6 million) to Maybank Investment Bank Bhd
("MIBB" acting as the Facility Agent of the SSB MTN holders), consequently
such monies were now due and payable by SSB.
On 5 November 2024 via a Debenture from SSB and ICSD Ventures Sdn Bhd ("ICSD")
giving MIBB a fixed and floating charge over the present and future assets and
properties of SSB and ICSD, KPMG Corporate Restructuring PLT was appointed as
Receivers and Managers (the "R&M") to ICSD.
On 24 February 2025, a shareholder resolution was passed at the Aseana
General Meeting, approving the issuance of 68,190,000 Ordinary shares at
US$0.08 per share to a strategic investor Neuchatel Investment Holdings
Limited ("Neuchatel"), which raised US$5.455 million (the "Subscription
Amount") for the Group and RM24 million (c.US$5.40 million) was used to repay
the SSB MTN on 4 March 2025, this has reduced the outstanding SSB MTN
(principal) to RM37.0 million (c.US$8.2 million).
On 17 March 2025, the Company sold 13,334,000 Ordinary shares held in treasury
at US$0.08 per share to Mr. Ong Vincent ("Vincent"), raised US$1.066m for the
Group as further working capital and earmarked to partly repay the SSB MTN.
Separately, an indirect subsidiary, Potensi Angkasa Sdn Bhd ("PASB"), secured
a Commercial Paper ("CP") and/or MTN programme of not exceeding US$19.07
million (RM90.0 million) (collectively the "RuMa CP/MTN ") to fund development
of The RuMa Hotel and Residences ("The RuMa"). PASB may, from time to time,
issue CP and/or MTN whereby the nominal value of outstanding MTN shall not
exceed US$19.07 million (RM90.0 million) at any one time.
As at 31 December 2024, 35 tranches of MTN relating to the Residence units and
1 tranche of MTN relating to the Hotel units remained unredeemed (total
outstanding amount US$11.9 million or RM53.25 million), however 17 out of the
35 tranches would be fully redeemed by end of June 2025 and all remaining 18
tranches of MTN relating to the Residence units have been rolled-over for a
6-month period (total outstanding amount c.US$8.2 million or RM37.1 million).
The Group is currently in an advance stage of obtaining refinancing facilities
at much favourable terms (as compared to existing facilities) to re-finance
the full remaining outstanding sum of SSB MTN, the RuMa CP/MTN and to fund the
working capital needs for the re-opening of Sandakan Hotel.
Despite all the positive actions outlined and planned above (some have
completed e.g. fundraising via shares allotment, treasury share sale, partial
repayment of outstanding loans and extension of facilities and loan maturity
dates), as at the date of approval of the 2024 annual financial report a
formal credit-approved Letter of Offer on new bank loan facilities has yet to
be received. Consequently, MIBB has not removed the Receivers & Managers
from ICSD, and in fact MIBB strictly maintains that the Receivers &
Managers will only be discharged once the defaulted debt (though now reduced)
is fully repaid. Thus, the projected state of financial position is considered
subject to uncertainty.
Accordingly, the preparation of the 2024 financial statements have not been
reverted to a going concern basis.
In addition, as described in Note 2.4 below, on 30 May 2023, shareholders
voted to extend the life of the Company by a further two years to May 2025 and
a further dis-continuation vote will be put to shareholders by the end of May
2025.
2.4 May 2023 Resolution
At a general meeting of the Company held on 30 May 2023, Shareholders voted in
favour of the Board's proposals to reject the 2023 Discontinuation Resolution
and enabled the Company to continue to pursue its Divestment Investment
Policy, rather than placing the Company into liquidation. This should enable
the realisation of the Company's assets in a controlled, orderly and timely
manner, with the objective of achieving a balance between periodically
returning cash to Shareholders and maximising the realisation value of the
Company's investments.
2.5 Statement of Compliance
A number of new standards and amendments to standards and interpretations have
been issued by International Accounting Standards Board but are not yet
effective and in some cases have not yet been adopted by the EU. The
Directors do not expect that the adoption of these standards will have a
material impact on the financial statements of the Group in future periods.
2.6 Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with
IFRS requires management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from
these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
Information about critical judgements in applying accounting policies that
have the most significant effect on the amounts recognised in the consolidated
financial statements are discussed below:
(a) Non-going concern
As described in Note 2.3, the Directors consider the Company at this time to
be a non-going concern due to the current circumstances explained therein.
(b) Net realisable value of inventories
The Group assesses the net realisable value of inventories under development,
land held for development, completed properties held for sale and consumables
according to their recoverable amounts with reference to the realisability of
these properties, taking into account estimated net sales based on prevailing
market conditions supported by external valuations, as well as indicative
market transaction prices on an arm's length basis. Provision is made when
events or changes in circumstances indicate that the carrying amounts may
exceed net realisable value. The assessment requires the use of judgement
and estimates in relation to factors such as sales prices, comparable market
transactions, occupancy levels, projected growth rates, and discount rates.
The methods and key assumptions in relation to the calculation of the net
realisable value of inventories are described in Note 20. At 31 December
2024, the carrying value of inventories were US$119.1 million (31 December
2023: US$118.4 million).
(c) Revenue - sale and leaseback arrangements
The Group entered into agreements with the buyers of The RuMa Hotel Suites in
a sale and leaseback arrangement. The sold hotel suites will be leased back
to the Group for the hotel operation over the lease term period of 10 years.
The Group considers that the control of the sold hotel suites, under the sale
and leaseback arrangement, has yet to be transferred to the buyer and the
transfer of the asset is therefore not a sale. No revenue is recognised in
the financial statements.
The nature of this leaseback transaction represents, in substance, a temporary
financing arrangement. Any contractual payment made to the buyer was
recognised as finance costs. The proceeds of the revenue received from these
buyers were recognised as amounts owed to contract buyers, amounted to US$35.7
million (31 December 2023: US$34.9 million and is disclosed in Note 27.
(d) Classification of assets as inventory
The Directors apply judgements in determining the classification of the
properties held by the Group. As the Group's principal activity was property
development, the Group continues to classify its completed developments,
namely the two hotels, and mall as inventories, in line with the Group's
intention to dispose of these assets rather than hold them for rental or
capital appreciation. The Group operates these inventories temporarily to
stabilise its operation while seeking a potential buyer.
As described in the Notes 3.3(c) and (d), as a result of this classification
all income generating from the operations of these developments is recognised
as other income in Note 7.
(e) Global economic uncertainty
The ongoing conflicts in Ukraine and Middle East, aggressive tariffs intended
to be imposed by the United States, coupled with the high inflation continued
cast doubt on the pace of the economic recovery.
The Group exercises judgement, in light of all facts and circumstances, to
assess what event in this series of events provides additional evidence about
the condition that existed at the reporting date and therefore affects the
recognition and measurement of the Group's assets and liabilities at 31
December 2024.
3 SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of Consolidation
(a) Business combinations
Business combinations are accounted for using the acquisition method as at the
acquisition date, which is the date on which control is transferred to the
Group. For new acquisitions, the Group measures the cost of goodwill at the
acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the
acquiree; plus
• if the business combination is achieved in stages, the fair value
of the existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the
identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately
in profit or loss. The consideration transferred does not include amounts
related to the settlement of pre-existing relationships. Such amounts
generally are recognised in profit or loss.
Transaction costs related to the acquisition, other than those associated with
the issue of debt or equity securities, that the Group incurs in connection
with a business combination are expensed as incurred.
Any contingent consideration payable is measured at fair value at the
acquisition date. If the contingent consideration is classified as equity,
then it is not remeasured and settlement is accounted for within equity.
Otherwise, subsequent changes in the fair value of the contingent
consideration are recognised in profit or loss.
(b) Subsidiaries
Subsidiaries are entities controlled by the Group. The financial information
of subsidiaries are included in the consolidated financial statements from the
date that control commences until the date that control ceases.
The accounting policies of subsidiaries have been changed when necessary to
align them with the policies adopted by the Group.
The Group controls an entity when it is exposed, or has rights, to variable
returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. Potential voting rights are
considered when assessing control only when such rights are substantive. The
Group also considers it has de facto power over an investee when, despite not
having the majority of voting rights, it has the current ability to direct the
activities of the investee that significantly affect the investee's return.
(c) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses
arising from intra-group transactions, are eliminated in preparing the
consolidated financial statements. Unrealised gains arising from
transactions with equity-accounted investees are eliminated against the
investment to the extent of the Group's interest in the investee. Unrealised
losses are eliminated in the same way as unrealised gains, but to the extent
that there is no evidence of impairment.
(d) Acquisition of non-controlling interests
Acquisitions of non-controlling interests are accounted for as transactions
with owners in their capacity as owners and therefore no goodwill is
recognised as a result. Adjustments to non-controlling interests arising
from transactions that do not involve the loss of control are based on a
proportionate amount of the net assets of the subsidiary.
3.2 Foreign Currencies
(a) Foreign currency transactions
The consolidated financial statements are presented in United States Dollar
("US$"), which is the Group's presentation currency. Each entity in the
Group determines its own functional currency and items included in the
financial statements of each entity are measured using that functional
currency. Transactions in foreign currencies are translated to the
respective functional currencies of the Group entities at exchange rates at
the dates of the transactions. Monetary assets and liabilities denominated
in foreign currencies at the reporting date are retranslated to the functional
currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are retranslated to the functional currency at the
exchange rate at the date that the fair value was determined. Non-monetary
items in a foreign currency that are measured in terms of historical cost are
translated using the exchange rate at the date of the transaction. Foreign
currency differences arising on retranslation are recognised in profit or
loss, except for differences arising on the retranslation of
available-for-sale equity investments, which are recognised in other
comprehensive income.
(b) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on acquisition, are translated to US$ at exchange
rates at the reporting date. The income and expenses of foreign operations
are translated to US$ at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income and
presented in the foreign currency translation reserve ("translation reserve")
in equity. However, if the foreign operation is a non-wholly owned
subsidiary, then the relevant proportionate share of the translation
difference is allocated to the non-controlling interest. When a foreign
operation is disposed of such that control, significant influence or joint
control is lost, the cumulative amount in the translation reserve related to
that foreign operation is reclassified to profit or loss as part of the gain
or loss on disposal. When the Group disposes of only part of its interest in
a subsidiary that includes a foreign operation while retaining control, the
relevant proportion of the cumulative amount is reattributed to
non-controlling interest. When the Group disposes of only part of its
investment in an associate that includes a foreign operation while retaining
significant influence or joint control, the relevant proportion of the
cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a foreign
operation is neither planned nor likely in the foreseeable future, foreign
exchange gains and losses arising from such a monetary item are considered to
form part of a net investment in a foreign operation and are recognised in
other comprehensive income, and presented in the translation reserve in
equity.
3.3 Revenue Recognition and Other Income
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured.
The following specific recognition criteria must also be met before revenue is
recognised:
(a) Sale of completed properties
Revenue from sale of completed properties is recognised when effective control
of ownership of the properties is transferred to the purchasers which is when
the completion certificate or occupancy permit has been issued.
(b) Sale of development properties
Revenue from sale of development properties is recognised as and when the
control of the asset is transferred to the buyer and it is probable that the
Group will collect the consideration to which it will be entitled in exchange
for the asset that will be transferred to the buyer. In light of the terms
of the contract and the laws that apply to the contract, control of the asset
is transferred over time as the Group's performance does not create an asset
with an alternative use to the Group and the Group has an enforceable right to
payment for performance completed to date.
Revenue is recognised over the period of the contract by reference to the
progress towards complete satisfaction of that performance obligation. This
is determined based on the actual cost incurred to date to estimated total
cost for each contract.
Where the outcome of a contract cannot be reliably estimated, revenue is
recognised to the extent of contract costs incurred that are likely to be
recoverable. Contract costs are recognised as expenses in the period in
which they are incurred.
When it is probable that total contract costs will exceed total contract
revenue, the expected loss is recognised as an expense immediately.
(c) Rental income
Rental income is recognised in profit or loss on a straight-line basis over
the lease term. Lease incentives granted are recognised as an integral part
of the total rental income, over the term of the lease. Rental income is
recognised as other income.
(d) Income from hotel and mall operations
Income from the hotel operations, which include provision of rooms, food and
beverage, other departments sales and laundry service fees are recognised when
services are rendered. Income from hotel operations is recognised as other
income.
Income from mall operations is recognised in profit or loss on a straight-line
basis over the term of the lease. Lease incentives granted are recognised as
an integral part of the total rental income, over the term of the lease.
Where a rent-free period is included in a lease, the rental income foregone is
allocated evenly over the period from the date the lease commencement to the
earliest termination date. Income from mall operations is recognised as
other income.
(e) Interest income
Interest income is recognised as it accrues using the effective interest
method in profit or loss except for interest income arising from temporary
investment of borrowings taken specifically for the purpose of obtaining a
qualifying asset which is accounted for in accordance with the accounting
policy on borrowing costs.
3.4 Property, Plant and Equipment
All property, plant and equipment are stated at cost less depreciation unless
otherwise stated. Cost includes all relevant external expenditure incurred
in acquiring the asset.
The estimates for the residual values, useful lives and related depreciation
charges for the property and equipment are based on commercial factors which
could change significantly as a result of technical innovations and
competitors' actions in response to the market conditions. The Group
anticipates that the residual values of its property and equipment will be
insignificant. As a result, residual values are not being taken into
consideration for the computation of the depreciable amount. Changes in the
expected level of usage and technological development could impact the
economic useful lives and the residual values of these assets, therefore
future depreciation charges could be revised. The carrying amount of
property and equipment as at the reporting date is disclosed in Note 16 to the
financial statements.
The cost of property, plant and equipment recognised as a result of a business
combination is based on fair value at acquisition date. The fair value of
property is the estimates amount for which a property could be exchanged
between knowledgeable willing parties in an arm's length transaction after
proper marketing wherein the parties had each acted knowledgeably, prudently
and without compulsion. The fair value of other items of plant and equipment
is based on the quoted market prices for similar items when available and
replacement cost when appropriate.
Depreciation of property, plant and equipment is calculated using the
straight-line method to allocate cost to their residual values over their
estimated useful lives, as follows:
• Furniture, Fittings & Equipment 4 -
33⅓%
• Motor Vehicles
20%
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount as described in Note 3.10(b).
The gain or loss on disposal of an item of property, plant and equipment is
determined by comparing the proceeds from disposal with the carrying amount of
property, plant and equipment and is recognised net within "other income" and
"other operating expenses" respectively in profit or loss.
3.5 Income Tax
Income tax expense comprises current tax and deferred tax. Current tax and
deferred tax are recognised in profit or loss except to the extent that it
relates to a business combination, or items recognised directly in equity or
in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted by the end of the reporting
period, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method, providing for temporary
differences between the carrying amounts of assets and liabilities in the
statement of financial position and their tax bases. Deferred tax is not
recognised for the following temporary differences: the initial recognition of
goodwill, and the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss. Deferred tax is measured at the tax
rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by
the end of the reporting period.
Deferred tax assets and liabilities are offset if there is a legally
enforceable right to offset current tax liabilities and assets, and they
relate to taxes levied by the same tax authority on the same taxable entity,
or on different tax entities, but they intend to settle current tax
liabilities and assets on a net basis or their tax assets and liabilities will
be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that
future taxable profits will be available against which the temporary
difference can be utilised. Deferred tax assets are reviewed at the end of
each reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
3.6 Financial Instruments
(a) Non-derivative financial assets
The Group initially recognises loans and receivables and deposits on the date
that they are originated. All other financial assets are recognised
initially on the trade date, which is the date that the Group becomes a party
to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amount presented in
the statement of financial position when, and only when, the Group has a legal
right to offset the amounts and intends either to settle on a net basis or to
realise the asset and settle the liability simultaneously.
The Group classifies non-derivative financial assets into the following
categories: loans and receivables.
(i) Loans and receivables
Loans and receivables are held with an objective to collect contractual cash
flows which are solely payments of principal and interest on the principal
amount outstanding. Such assets are recognised initially at fair value plus
any directly attributable transaction costs. Subsequent to initial
recognition, loans and receivables are measured at amortised cost using the
effective interest method, less any impairment losses. Loans and receivables
comprise cash and cash equivalents and other receivables.
Trade receivables are recognised initially at the transaction price and
subsequently measured at amortised cost, less any impairment losses.
(b) Non-derivative financial liabilities
All financial liabilities are recognised initially on the trade date, which is
the date that the Group becomes a party to the contractual provisions of the
instrument.
The Group derecognises a financial liability when the contractual obligations
are discharged, cancelled or expire.
Financial assets and liabilities are offset and the net amount presented in
the statement of financial position when, and only when, the Group has a legal
right to offset the amounts and intends either to settle on a net basis or to
realise the asset and settle the liability simultaneously.
The Group classifies non-derivative financial liabilities into other financial
liability category. Such financial liabilities are recognised initially at
fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, these financial liabilities are measured at
amortised cost using the effective interest method.
Other financial liabilities comprise loans and borrowings, bank overdrafts,
and trade and other payables.
Accounting for interest income and finance cost are discussed in Notes 3.3(e)
and 3.12 respectively.
(c) De-recognition
A financial asset or part of it is derecognised when, and only when, the
contractual rights to the cash flows from the financial asset expire or the
financial asset is transferred to another party without retaining control or
substantially all risks and rewards of the asset. On de-recognition of a
financial asset, the difference between the carrying amount and the sum of the
consideration received (including any new asset obtained less any new
liability assumed) and any cumulative gain or loss that had been recognised in
equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the
obligation specified in the contract is discharged or cancelled or expire.
On de-recognition of a financial liability, the difference between the
carrying amount of the financial liability extinguished or transferred to
another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss.
3.7 Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and at bank, deposits held at
call and short term highly liquid investments that are subject to an
insignificant risk of changes in value and are used by the Group in the
management of their short term commitments. Bank overdrafts are included
within borrowings in the current liabilities section on the statement of
financial position. For the purpose of the statement of cash flows, cash and
cash equivalents are presented net of bank overdrafts and pledged deposits.
3.8 Intangible Assets
Intangible assets comprise goodwill.
(a) Goodwill
Goodwill that arises upon the acquisition of subsidiaries is included in
intangible assets. For the measurement of goodwill at initial recognition,
refer to Note 3.1(a). Goodwill is tested annually and when there are
impairment indicators. The Group assesses the recoverable amount of goodwill
by reference to the realisability of the properties of which the goodwill is
attached to (refer to Note 17).
Where it is not possible to estimate the recoverable amount of an intangible
asset, the impairment test is carried out on the smallest Group of assets to
which it belongs for which there are separately identifiable cash flows; its
Cash Generating Units ('CGUs'). Goodwill is allocated on initial recognition
to each of the Group's CGUs that are expected to benefit from a business
combination that gives rise to the goodwill. Impairment charges would be
included in profit or loss, except to the extent they reverse gains previously
recognised in other comprehensive income. An impairment loss recognised for
goodwill is not reversed.
The carrying values of assets, other than those to which IAS 36-Impairment of
Assets does not apply, are reviewed at the end of each reporting period for
impairment when an annual impairment assessment is compulsory or there is an
indication that the assets might be impaired. Impairment is measured by
comparing the carrying values of the assets with their recoverable amounts.
When the carrying amount of an asset exceeds its recoverable amount, the asset
is written down to its recoverable amount and an impairment loss shall be
recognised. The recoverable amount of an asset is the higher of the asset's
fair value less costs to sell and its value in use, which is measured by
reference to discounted future cash flows using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks
specific to the asset. Where it is not possible to estimate the recoverable
amount of an individual asset, the Group determines the recoverable amount of
the cash-generating unit to which the asset belongs.
An impairment loss is recognised in profit or loss immediately unless the
asset is carried at its revalued amount. Any impairment loss of a revalued
asset is treated as a revaluation decrease to the extent of a previously
recognised revaluation surplus for the same asset. Any impairment loss
recognised in respect of a cash-generating unit is allocated first to reduce
the carrying amounts of the other assets in the cash-generating unit on a pro
rata basis.
3.9 Inventories
Inventories comprise land held for property development, work-in-progress,
stock of completed units and consumables.
Inventories are stated at the lower of cost and net realisable value. Net
realisable value represents the estimated net selling price in the ordinary
course of business, less estimated total costs of completion and the estimated
costs necessary to make the sale (refer to Note 2.3(b)).
Land held for property development consists of reclaimed land, freehold land,
leasehold land and land use rights on which development work has not been
commenced along with related costs on activities that are necessary to prepare
the land for its intended use. Land held for property development is
transferred to work-in-progress when development activities have commenced.
Work-in-progress comprises all costs directly attributable to property
development activities or that can be allocated on a reasonable basis to these
activities.
Upon completion of development, unsold completed development properties are
transferred to stock of completed units.
3.10 Impairment
(a) Loans and receivables
The Group considers evidence of impairment for loans and receivables at a
specific asset level. All individually significant receivables are assessed
for specific impairment.
An impairment loss in respect of loans and receivables is recognised in profit
or loss and 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 had not been incurred) discounted at the asset's original
effective interest rate. The carrying amount of the asset is reduced and the
loss is recognised in the statement of comprehensive income within
administrative expenses.
When a subsequent event (e.g. repayment by a debtor) causes the amount of
impairment loss to decrease, the decrease in impairment loss is reversed
through profit or loss. The impairment loss is reversed, to the extent that
the debtor's carrying amount does not exceed what the carrying amount would
have been had the impairment not been recognised at the date the impairment is
reversed.
(b) Non-financial assets
The carrying amounts of non-financial assets (except for inventories and
deferred tax asset) are reviewed at the end of each reporting date to
determine whether there is any indication of impairment.
If any such indication exists, then the asset's recoverable amount is
estimated. For the purpose of impairment testing, assets are grouped
together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other
assets or groups of assets (the "cash-generating unit"). The goodwill
acquired in a business combination, for the purpose of impairment testing, is
allocated to cash-generating units that are expected to benefit from the
synergies of the combination. Goodwill is tested for impairment on an annual
basis.
The recoverable amount of an asset or cash-generating unit is the greater of
its value in use and its fair value less costs to sell. In assessing value
in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset.
An impairment loss is recognised if the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses
recognised in respect of cash-generating units are allocated first to reduce
the carrying amount of any goodwill allocated to the units and then to reduce
the carrying amount of the other assets in the unit (groups of units) on a pro
rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets,
impairment losses recognised in prior periods are assessed at the end of each
reporting period for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount since the last impairment
loss was recognised. An impairment loss is reversed only to the extent that
the asset's carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no impairment
loss had been recognised. Reversals of impairment losses are credited to
profit or loss in the year in which the reversals are recognised.
(c) Equity instruments
Instruments classified as equity are measured at cost on initial recognition
and are not re-measured subsequently.
(i) Ordinary shares
Ordinary shares are redeemable only at the Company's options and are
classified as equity. Distributions thereon are recognised as distributions
within equity.
(ii) Management shares
Management shares are classified as equity and are non-redeemable.
(iii) Capital redemption reserve
The capital redemption reserve arises when the ordinary shares are bought back
by the Company, and subsequently cancelled.
(iv) Repurchase and reissue of share capital (treasury shares)
When shares recognised as equity are repurchased, the amount of the
consideration paid, which includes directly attributable costs, is recognised
as a deduction from equity. Repurchased shares are classified as treasury
shares. When treasury shares are sold or reissued subsequently, the amount
received is recognised as an increase in equity and the resulting surplus or
deficit on the transaction is presented within share premium.
3.11 Employee Benefits
(a) Short-term employee benefits
Short-term employee benefit obligations in respect of salaries, annual
bonuses, paid annual leave and sick leave are measured on an undiscounted
basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term
cash bonus or profit-sharing plans if the Group has a present legal or
constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
(b) State plans
Certain companies in the Group maintain a defined contribution plan in
Malaysia for providing employee benefits, which is required by laws in
Malaysia. The retirement benefit plan is funded by contributions from both
the employees and the companies to the employees' provident fund. The
Group's contributions to employees' provident fund are charged to profit or
loss in the year to which they relate.
3.12 Finance Costs
Finance costs directly attributable to the acquisition, construction or
production of qualifying assets, are capitalised to the cost of those
assets. Investment income earned on the temporary investment of specific
borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
Any unsold unit is not a qualifying asset because the asset is ready for its
intended sale in its current condition. The unsold unit fails to meet the
definition of qualifying asset under IAS 23 and accordingly, no capitalisation
of borrowing costs.
All sold units are not a qualifying asset to the developer as the control of
the asset has been transferred to customers over time. No capitalisation
borrowing costs relating to assets that it no longer controls and recognises.
All other finance costs are recognised in profit or loss in the period in
which they are incurred using the effective interest method.
3.13 Commitments and Contingencies
Commitments and contingent liabilities are disclosed in the financial
statements and described in Note 33. They are disclosed unless the
possibility of an outflow of resources embodying economic benefits is
remote. A contingent asset is not recognised in the financial statements but
disclosed when an inflow of economic benefits is probable.
3.14 Segment Reporting
Segmental information represents the level at which financial information is
reported to the Board of Directors, being the chief operating decision makers
as defined in IFRS 8. The Directors determine the operating segments based
on reports prepared by their staff for strategic decision making and resource
allocation. For management purposes, the Group is organised into project
units as operation segments set out in Note 5.3.
An operating segment is a component of the Group that engages in business
activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group's
other components.
Segment capital expenditure is the total cost incurred during the year to
acquire property, plant and equipment, and intangible assets other than
goodwill.
3.15 Right-of-use assets and lease liabilities
A right-of-use asset and a lease liability are recognized at the commencement
date of a lease. The right-of-use asset is initially measured at cost
comprising the initial amount of the lease liability plus payments made before
the lease commenced and any direct costs less any incentives received. The
right-of-use asset is subsequently depreciated using the straight-line method
from the commencement of the lease to the earlier of the end of the lease term
or the end of the useful life of the asset. The right-of-use asset is also
reduced for impairment losses, if any, and adjusted for certain
re-measurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments at the commencement date discounted using the Group's incremental
borrowing rate of between 1% and 6% and is subsequently measured at amortised
cost using the effective interest method. The lease liability is re-measured
when there is a change in the future lease payments, and a corresponding
adjustment is made to the right-of-use asset.
The Group has elected not to recognise right-of-use assets and lease
liabilities for short term leases of plant and machinery that have a lease
term of 12 months or less and leases of low value including leases of office
equipment. The lease payments associated with these leases are recognised as
an expense on a straight-line basis over the lease term.
4 FINANCIAL INSTRUMENTS
The Group's principal financial instruments comprise cash and cash
equivalents, trade and other receivables, trade and other payable, amount due
to non-controlling interest, medium term notes, loan and borrowings. The
Group's accounting policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect
of each class of financial assets, financial liability and equity instrument
are set out in Note 3.6.
4.1 Financial Risk Management Objectives and Policies
The Group's operations and debt financing arrangements expose it to a variety
of financial risks: credit risk, liquidity risk and market risk (including
foreign exchange risk, and interest rate risk). The Group's financial risk
management policies and their implementation on a group-wide basis are under
the direction of the Board of Aseana Properties Limited.
The Group's treasury policies are formulated to manage the financial impact of
fluctuations in interest rates and foreign exchange rates to minimise the
Group's financial risks. The Group has not used derivative financial
instruments, principally interest rate swaps and forward foreign exchange
contracts for hedging transactions. The Group does not envisage using these
derivative hedging instruments in the short term as it is the Group's policy
to borrow in the currency to match the revenue stream to give it a natural
hedge against foreign currency fluctuation. The derivative financial
instruments will only be used under the strict direction of the Board. It is
also the Group's policy not to enter into derivative transactions for
speculative purposes.
4.2 Credit Risk
The Group's credit risk is primarily attributable to deposits with banks and
credit exposures to customers. The Group has credit policies in place and
the exposures to these credit risks are monitored on an ongoing basis. The
Group manages its deposits with banks and financial institutions by monitoring
credit ratings and limiting the aggregate risk to any individual
counterparty. At 31 December 2024, 100% (2023: 100%) of deposits and cash
balances were placed at licensed banks and financial institutions.
Management does not expect any counterparty to fail to meet its obligations.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade receivables
and contract assets.
To measure the expected credit losses, trade receivables and contract assets
have been grouped based on shared credit risk characteristics and the days
past due. The contract assets relate to unbilled work in progress and have
substantially the same risk characteristics as the trade receivables for the
same types of contracts. The Group has therefore concluded that the expected
loss rates for trade receivables are a reasonable approximation of the loss
rates for the contract assets.
In respect of credit exposures to customers, the Group receives progress
payments from sales of commercial and residential properties to individual
customers prior to the completion of transactions. In the event of default
by customers, the Group companies undertake legal proceedings to recover the
properties. The Group has limited its credit exposure to customers due to
secured bank loans taken by the purchasers. At 31 December 2024, there was
no significant concentration of credit risk within the Group.
The Group's exposure to credit risk arising from total debtors was set out in
Note 21 and totals US$2.4 million (2023: US$9.1 million). The Group's
exposure to credit risk arising from deposits and balances with banks is set
out in Note 22 and totals US$7.5 million (2023: US$4.3 million).
Financial guarantees
The Company provides unsecured financial guarantees to banks in respect of
banking facilities granted to certain subsidiaries, as set out in Note 30.
At the end of the reporting period, the maximum exposure to credit risk as
represented by the outstanding banking and credit facilities of the
subsidiaries is as follows:
2024 2023
Company US$'000 US$'000
Financial institutions for bank facilities granted to its subsidiaries 28,113 30,734
The Company defaulted on their SSB medium term notes in the previous financial
year as disclosed in Note 30.
4.3 Liquidity Risk
The Group raises funds as required on the basis of budgeted expenditure and
inflows for the next twelve months with the objective of ensuring adequate
funds to meet commitments associated with its financial liabilities. When
funds are sought, the Group balances the costs and benefits of equity and debt
financing against the developments to be undertaken. At 31 December 2024 the
Group's borrowings to fund the developments are due within 12 months.
As at the approval date of this Annual Report, management is focused on
refinancing its debts with certain financial institutions. Specifically, the
defaulted SSB MTN is intended to be refinanced.
Cash flows are monitored on an on-going basis. The Group manages its
liquidity needs by monitoring scheduled debt servicing payments for long term
and short term financial liabilities as well as cash out flows due in its
day-to-day operations while always ensuring sufficient headroom on its undrawn
committed borrowing facilities so that borrowing limits and covenants are not
breached. Capital investments are committed only after confirming the source
of funds, e.g. securing financial liabilities.
The maturity profile of the Group's financial liabilities at the statement of
financial position date, based on the contracted undiscounted payments, were
as follows:
Carrying amount Contractual interest rate Contractual cash flows Under 1 - 2 years 2 - 5 years More than
1 year
5 years
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 31 December 2024
Interest bearing loans and borrowings 28,113 9-15.0% 30,986 30,986 - - -
Trade and other payables 58,908 - 58,908 58,908 - - -
Amount due to non-controlling interests 1,108 - 1,108 1,108 - - -
88,129 - 91,002 91,002 - - -
At 31 December 2023
Interest bearing loans and borrowings 30,734 9.9-12.0% 31,581 31,581 - - -
Trade and other payables 48,281 - 48,281 48,281 - - -
Amount due to non-controlling interests 1,891 - 1,891 1,891 - - -
80,906 - 81,753 81,753 - - -
The above table excludes current tax liabilities and contract liabilities.
4.4 Market Risk
(a) Foreign Exchange Risk
Entities within the Group are exposed to foreign exchange risk from future
commercial transactions and net monetary assets and liabilities that are
denominated in a currency that is not the entity's functional currency. The
foreign currency exposure is not hedged.
The Group maintains a natural hedge, whenever possible, by borrowing in the
currency of the country in which the property or investment is located or by
borrowing in currencies that match the future revenue stream to be generated
from its investments.
Management monitors the foreign currency exposure closely and takes necessary
actions in consultation with the bankers to avoid unfavourable exposure.
The Group is exposed to foreign currency risk on cash and cash equivalents
which are denominated in currencies other than the functional currencies of
the relevant Group entities.
The Group's exposure to foreign currency risk on cash and cash equivalents in
currencies other than the functional currencies of the relevant Group entities
at year end are as follows:
2024 2023
US$'000 US$'000
Ringgit Malaysia 7,451 3,908
At 31 December 2024, if cash and cash equivalents denominated in a currency
other than the functional currencies of the Group entities strengthened/
(weakened) by 10% and all other variables were held constant, the effects on
the Group's profit or loss and equity expressed in US$ would have been
US$745,000/ (US$745,000) (2023: US$391,000/ (US$391,000)).
Currency risks as defined by IFRS 7 arise on account of monetary assets and
liabilities being denominated in a currency that is not the functional
currency. Differences resulting from the translation of financial statements
into the Group's presentation currency are not taken into consideration.
Subsequent to year end, there are no significant monetary balances held by
group companies that are denominated in a non-functional currency.
(b) Interest Rate Risk
The Group's policy is to minimise interest rate risk on bank loans and
borrowings using a mix of fixed and variable rate debts that represent market
rates. The Group prefers to maintain flexibility on the desired mix of fixed
and variable interest rates as this will depend on the economic environment,
the type of borrowings available and the funding requirements of the project
when a decision is to be made.
The interest rate profile of the Group's significant interest-bearing
financial instrument, based on carrying amounts at the end of the reporting
period was:
2024 2023
US$'000 US$'000
Fixed rate instruments:
Financial assets 2,141 2,377
Financial liabilities 28,113 30,734
The Group's exposure to the risk of changes in market interest rates relates
primarily to the Group's liabilities with a floating interest rate. The
fixed and floating interest rates were not hedged and would therefore expose
the Group to cash flow interest rate risk. Borrowings at fixed rate
represent 100% (2023: 100%) of the Group's total borrowings at as 31 December
2024.
Interest rate risk is reported internally to key management personnel via a
sensitivity analysis, which is prepared based on the exposure to variable
interest rates for non-derivative instruments at the statement of financial
position date. For variable rate borrowings, the analysis is prepared
assuming that the amount of liabilities outstanding at the statement of
financial position date will be outstanding for the whole year. A 100 basis
point increase or decrease is used and represents the management's assessment
of the reasonable possible change in interest rate.
4.5 Fair Values
The carrying amount of trade and other receivables, deposits, cash and cash
equivalents, trade and other payables and accruals of the Group approximate
their fair values in the current and prior years due to relatively short term
nature of these financial instruments.
The table below analyses financial instruments carried at fair value and those
not carried at fair value, along with their carrying amounts shown in the
statement of financial position:
2024 Fair value of financial instruments carried at fair value Fair value of financial instruments Total Carrying
not carried at fair value
fair
US$'000 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total value amount
Financial liabilities
Amount due to non-controlling interests - - - - - - 1,108 1,108 1,108 1,108
Bank loans and borrowings - - - - - - 2,602 2,602 2,602 2,602
Medium term notes - - - - - - 25,511 25,511 25,511 25,511
- - - - - - 29,221 29,221 29,221 29,221
2023 Fair value of financial instruments carried at fair value Fair value of financial instruments Total Carrying
not carried at fair value
fair
US$'000 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total value amount
Financial liabilities
Amount due to non-controlling interests - - - - - - 1,891 1,891 1,891 1,891
Bank loans and borrowings - - - - - - 1,471 1,471 1,471 1,471
Medium term notes - - - - - - 29,263 29,263 29,263 29,263
- - - - - - 32,625 32,625 32,625 32,625
Policy on transfer between levels
The fair value on an asset to be transferred between levels is determined as
of the date of the event or change in circumstances that caused the transfer.
Level 1 fair value
Level 1 fair value is derived from quoted price (unadjusted) in an active
market for identical financial assets or liabilities that the entity can
access at the measurement date.
Level 2 fair value
Level 2 fair value is estimated using inputs other than quoted prices included
within Level 1 that are observable for the financial assets or liabilities,
either directly or indirectly.
Level 3 fair value
Level 3 fair value is estimated using unobservable inputs for the financial
assets and liabilities.
Transfers between Level 1 and Level 2 fair values
There has been no transfer between Level 1 and 2 fair values during the
financial year (2023: no transfer in either direction).
Transfers between Level 2 and Level 3 fair values
There has been no transfer in either direction during the financial year
(2023: no transfer in either direction).
Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based
on the present value of future principal and interest cash flows, discounted
at the market rate of interest at the end of the reporting period. At as 31
December 2024, the interest rate used to discount estimated cash flows of the
medium term notes is 10.38% (2023: 10.24%).
4.6 Capital Management
The Group's objectives when managing capital are to safeguard the Group's
ability to realise its assets in an orderly manner while meeting the finance
obligations, in order to provide returns to shareholders and benefits to other
stakeholders and to maintain an optimal capital structure to reduce cost of
capital.
The capital structure of the Group consisted of cash and cash equivalents,
loans and borrowings, medium term notes and equity attributable to equity
holders of the parent, comprising issued share capital and reserves, were as
follows:
2024 2023
US$'000 US$'000
Cash and cash equivalents 7,462 4,273
Loans and borrowings and finance lease liabilities (2,602) (1,471)
Medium term notes (25,511) (29,263)
Equity attributable to equity holders of the parent (41,647) (63,388)
Total capital (62,298) (89,849)
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debts.
Consistent with others in the industry, the Group monitors capital on the
basis of net debt-to-equity ratio.
Net debt-to-equity ratio is calculated as a total of interest-bearing
borrowings less held-for-trading financial instrument and cash and cash
equivalents to the total equity.
The net debt-to-equity ratios at 31 December 2024 and 31 December 2023 were as
follows:
2024 2023
US$'000 US$'000
Total borrowings and finance lease liabilities 28,113 30,734
Less: Cash and cash equivalents (Note 22) (7,462) (4,273)
Net debt 20,651 26,461
Total equity 41,687 56,452
Net debt-to-equity ratio 0.50 0.47
5 REVENUE AND SEGMENTAL INFORMATION
The Group's operating revenue for the year was mainly attributable to the sale
of completed units in Malaysia.
Income earned from hotel and mall operations are included in other income.
5.1 Revenue recognised during the year as follows:
2024 2023
US$'000 US$'000
Sale of completed units 2,875 1,205
2,875 1,205
5.2 Segmental Information
2024 2023
Timing of revenue recognition US$'000 US$'000
Properties transferred at a point in time 2,875 1,205
2,875 1,205
Segmental information represents the level at which financial information is
reported to the entire Board of Directors, being the chief operating decision
makers as defined in IFRS 8.
The Group's reportable operating segments are identified based on business
units which are engaged in various business activities, as follows:
(i) Investment Holding Companies - investing activities;
(ii) Ireka Land Sdn. Bhd. - developed Tiffani ("Tiffani") by
i-ZEN;
(iii) ICSD Ventures Sdn. Bhd. - owns and operates Harbour Mall
Sandakan ("HMS") and the Sandakan Hotel asset ("SHA");
(iv) Amatir Resources Sdn. Bhd. - developed SENI Mont' Kiara
("SENI"); and
(v) Urban DNA Sdn. Bhd.- developed The RuMa Hotel and Residences
("The RuMa").
Other non-reportable segments comprise the Group's development projects.
None of these segments meets any of the quantitative thresholds for
determining reportable segments in 2024 and 2023.
Information regarding the operations of each reportable segment is in Note
5.3. The Directors monitor the operating results of each segment for the
purpose of performance assessments and making decisions on resource
allocation. Performance is based on segment gross profit/(loss) and
profit/(loss) before taxation, which the Board believes are the most relevant
in evaluating the results relative to other entities in the industry.
Segment assets and liabilities are presented inclusive of inter-segment
balances and inter-segment pricing is determined on an arm's length basis.
The Group's revenue generating development projects are in Malaysia.
5.3 Analysis of the Group's reportable operating segments is as follows:
Operating Segments - Year ended 31 December 2024
Investment Holding Companies Ireka Land Sdn. Bhd. ICSD Ventures Sdn. Bhd. Amatir Resources Sdn. Bhd. The RuMa Hotel KL Sdn. Bhd. Urban Total
DNA
Sdn. Bhd.
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Segment (loss)/profit before taxation (5,874) (891) (421) (1,009) 2,629 (1,687) (7,253)
Included in the measure of segment (loss)/profit are:
Revenue - - - - - 2,875 2,875
Cost of sales - - - - - (4,116) (4,116)
Other income from hotel operations - - - - 13,092 - 13,092
Other income from mall operations - - 2,296 - - - 2,296
Expenses from hotel operations - - (275) - (10,363) - (10,638)
Expenses from mall operations - - (1,223) - - - (1,223)
Depreciation of property, plant and equipment - - (28) - (30) - (58)
Finance costs (150) - (1,382) (211) - (1,713) (3,456)
Finance income - 1 43 1 - 1 46
Segment assets 17 65 38,912 360 1,730 79,273 120,357
Segment liabilities 1,655 3 2,120 1,480 4,863 47,796 57,917
Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items
Profit or loss US$'000
Total loss for reportable segments (7,255)
Other non-reportable segments 1,960
Finance income 64
Finance costs (270)
Consolidated loss before taxation (5,501)
US$'000 Revenue Depreciation Finance costs Finance income Segment Segment liabilities Additions to non-current assets
assets
Total reportable segment 2,875 (58) (3,456) 46 120,357 57,917 139
Other non-reportable segments - - (271) 65 9,459 30,212 -
Consolidated total 2,875 (58) (3,727) 111 129,816 88,129 139
Operating Segments - Year ended 31 December 2023
Investment Holding Companies Ireka Land Sdn. Bhd. ICSD Ventures Sdn. Bhd. Amatir Resources Sdn. Bhd. The RuMa Hotel KL Sdn. Bhd. Urban Total
DNA
Sdn. Bhd.
US$'000 US$'000 US$'000 US$'000 US$'000 S$'000 US$'000
Segment (loss)/profit before taxation (231) (139) (7,815) (2,299) 15 700 (9,769)
Included in the measure of segment (loss)/profit are:
Revenue - - - 1,205 - - 1,205
Other income from hotel operations - - - - 11,308 - 11,308
Other income from mall operations - - 2,254 - - - 2,254
Expenses from hotel operations - - (346) - (11,219) - (11,565)
Expenses from mall operations - - (1,277) - - - (1,277)
Depreciation of property, plant and equipment - - (20) - (12) - (32)
Finance costs - - (978) (192) - (1,683) (2,853)
Finance income 1,730 - 60 1 - 1 1,792
Segment assets 8,123 61 37,341 275 990 81,533 128,323
Segment liabilities 600 4 1,232 1,531 6,579 39,389 49,335
Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items
Profit or loss US$'000
Total loss for reportable segments (9,769)
Other non-reportable segments (921)
Depreciation -
Finance income (60)
Finance costs 68
Consolidated loss before taxation (10,682)
US$'000 Revenue Depreciation Finance costs Finance income Segment Segment liabilities Additions to non-current assets
assets
Total reportable segment 1,205 (32) (2,853) 1,792 128,323 49,335 154
Other non-reportable segments - - (59) 68 9,035 31,571 -
Consolidated total 1,205 (32) (2,912) 1,860 137,358 80,906 154
Geographical Information - Year ended 31 December 2024
Malaysia Total
US$'000 US$'000
Revenue 2,875 2,875
Non-current assets - -
In the financial years ended 31 December 2024, no single customer exceeded 10%
of the Group's total revenue.
Geographical Information - Year ended 31 December 2023
Malaysia Total
US$'000 US$'000
Revenue 1,205 1,205
Non-current assets 5,294 5,294
In the financial year ended 31 December 2023, no single customer exceeded 10%
of the Group's total revenue.
6 COST OF SALES
2024 2023
US$'000 US$'000
Direct costs attributable to:
Completed units (Note 20) 4,116 677
7 OTHER INCOME
2024 2023
US$'000 US$'000
Rental income 40 43
Other income from hotel operations (a) 13,092 11,309
Other income from mall operations (b) 2,296 2,254
Forfeiture of deposit - 791
Sundry income 174 147
15,602 14,544
(a) Other income from hotel operations
The income relates to the hotel operations of the RuMa Hotel and Residences
which is operated by a subsidiary of the Company, The RuMa Hotel KL Sdn.
Bhd.
(b) Other income from mall operations
The income relates to the operation of Harbour Mall Sandakan which is owned by
a subsidiary of the Company, ICSD Ventures Sdn. Bhd.
8 FOREIGN EXCHANGE GAIN/(LOSS)
2024 2023
US$'000 US$'000
Foreign exchange gain/(loss) comprises:
Realised foreign exchange gain/(loss) 4 (36)
Unrealised foreign exchange gain/(loss) 3,095 (1,940)
3,099 (1,976)
9 STAFF COSTS
2024 2023
US$'000 US$'000
Wages, salaries and others (including key management personnel) 4,339 4,302
Employees' provident fund, social security and other pension costs 46 47
4,385 4,349
The Company had no executive Directors. As of the year ended 31 December
2024, the subsidiaries of the Group had a total of 242 (2023: 244) employees.
10 FINANCE INCOME/(COSTS)
2024 2023
US$'000 US$'000
Interest income from banks 111 130
Accrued interest - 1,730
Interest on bank loans (176) (252)
Interest on third party loans (150) -
Interest on medium term notes (3,401) (2,660)
(3,616) (1,052)
Accrued interest represents interest on a contract payment by Ireka
Corporation Berhad. For more detailed information see Note 31.
11 NET LOSS BEFORE TAXATION
Net loss before taxation is stated after charging/(crediting):
2024 2023
US$'000 US$'000
Auditor's remuneration 129 105
Directors' fees/emoluments 180 244
Depreciation of property, plant and equipment 58 32
Expenses of hotel operations 10,638 11,565
Expenses of mall operations 1,223 1,277
Unrealised foreign exchange (gain)/loss (3,095) 1,940
Realised foreign exchange (gain)/loss (4) 36
Impairment of amount due from a related party 4,145 219
Impairment of goodwill 550 -
Bad debt written off - 318
Impairment of inventory - 7,668
12 TAXATION
2024 2023
US$'000 US$'000
Current tax expense - Current year - 15
- Prior (68) (224)
year
Deferred tax charge - Current year 4,547 -
Total tax expense/(recoverable) for the year 4,479 (209)
The numerical reconciliation between the income tax expense recoverable and
the product of accounting results multiplied by the applicable tax rate is
computed as follows:
2024 2023
US$'000 US$'000
Net loss before taxation (5,501) (10,682)
Income tax at a rate of 24% (2023: 24%) (1,320) (2,564)
Add:
Tax effect of expenses not deductible in determining taxable profit 2,697 1,212
Current year losses and other tax benefits for which no deferred tax asset was 9 2,569
recognised
4,547 -
Underprovision of deferred tax in respect of prior year
Less:
Tax effect of utilization of tax losses (631) -
Tax effect of income not taxable in determining taxable profit (755) (1,202)
Overprovision in respect of prior year (68) (224)
Total tax expense/(recoverable) for the year 4,479 (209)
The applicable corporate tax rate in Malaysia is 24% (2023: 24%).
The Company is treated as a tax resident of Jersey for the purpose of Jersey
tax laws and is subject to a tax rate of 0% (2023: 0%).
A Goods and Services Tax was introduced in Jersey in May 2008. The Company
has been registered as an International Services Entity so it does not have to
charge or pay local GST. The cost for this registration is £200 per annum.
13 OTHER COMPREHENSIVE LOSS
Items that are or may be reclassified subsequently to profit or loss, net of 2024 2023
tax
US$'000 US$'000
Foreign currency translation differences for foreign operations
Losses arising during the year (1,960) (755)
(1,960) (755)
14 LOSS PER SHARE
Basic and diluted loss per ordinary share
The calculation of basic and diluted loss per ordinary share for the year
ended 31 December 2024 was based on the loss attributable to equity holders of
the parent and ordinary shares outstanding and held by shareholders of the
Company, calculated as below:
2024 2023
US$'000 US$'000
Loss attributable to equity holders of the parent (9,900) (8,732)
Number of shares (thousand shares) * 172,587 198,691
Loss per share
Basic and diluted (US cents) (5.74) (4.39)
* The Company currently holds 13,334,000 Treasury Shares which are deducted
from the total number of shares for the purpose of calculating loss per share
on a weighted average basis. For details of the Treasury Shares, please
refer to the description at Note 24.
The diluted loss per share was not applicable as there were no dilutive
potential ordinary shares outstanding at the end of the reporting period.
15 NON-CONTROLLING INTERESTS
Non-controlling interests in subsidiaries
The Group's subsidiaries that have material non-controlling interests ("NCI")
are as follows:
Urban DNA Sdn. Bhd. The RuMa Hotel KL Sdn. Bhd. Other individually immaterial subsidiaries Total
2024 US$'000 US$'000 US$'000 US$'000
NCI percentage of ownership interest and voting interest - -
Carrying amount of NCI - - 40 40
Profit/(Loss) allocated to NCI 319 (283) 44 80
Urban DNA Sdn. Bhd. The RuMa Hotel KL Sdn. Bhd. Other individually immaterial subsidiaries Total
2023 US$'000 US$'000 US$'000 US$'000
NCI percentage of ownership interest and voting interest 30% 30%
Carrying amount of NCI (2,016) (4,950) 30 (6,936)
(Loss)/Profit allocated to NCI (1,741) 5 (5) (1,741)
Summarised financial information before intra-group elimination
Urban DNA The RuMa Hotel KL Sdn. Bhd.
Sdn. Bhd.
US$'000 US$'000
As at 31 December 2023
Non-current assets 736 84
Current assets 81,023 906
Non-current liabilities (81,956) (10,952)
Current liabilities (3,768) (6,538)
Net liabilities (3,965) (16,500)
Year ended 31 December 2023
Revenue - -
(Loss)/Profit for the year (5,804) 15
Total comprehensive (loss)/profit (5,854) 767
Cash flows used in operating activities (1,104) (4)
Cash flows used in investing activities - (73)
Cash flows from/(used in) financing activities 1,112 (65)
Net increase/(decrease) in cash 8 (142)
and cash equivalents
16 PROPERTY, PLANT AND EQUIPMENT
Furniture, Fittings & Equipment Motor Vehicles Total
US$'000 US$'000 US$'000
Cost
At 1 January 2024 439 27 466
Exchange adjustments 11 1 12
Addition 143 - 143
At 31 December 2024 593 28 621
Accumulated Depreciation
At 1 January 2024 243 25 268
Exchange adjustments 10 2 12
Charge for the year 57 1 58
At 31 December 2024 310 28 338
Net carrying amount at 283 - 283
31 December 2024
Cost
At 1 January 2023 298 28 326
Exchange adjustments (13) (1) (14)
Addition 154 - 154
At 31 December 2023 439 27 466
Accumulated Depreciation
At 1 January 2023 221 26 247
Exchange adjustments (10) (1) (11)
Charge for the year 32 - 32
At 31 December 2023 243 25 268
Net carrying amount at 196 2 198
31 December 2023
17 INTANGIBLE ASSETS
Goodwill
US$'000
Cost
At 1 January 2023/ 31 December 2023/ 6,479
31 December 2024
Accumulated impairment
At 1 January 2023 5,901
Disposals -
At 31 December 2023/ 1 January 2024 5,901
Impairment loss 550
At 31 December 2024 6,451
Carrying amount
At 31 December 2023 578
At 31 December 2024 28
For the purpose of impairment testing, goodwill is allocated to the Group's
operating divisions which represent the lowest level within the Group at which
the goodwill is monitored for internal management purposes.
The aggregate carrying amounts of intangible assets allocated to each unit are
as follows:
2024 2023
US$'000 US$'000
Goodwill
SENI Mont' Kiara 28 28
Sandakan Harbour Square - 550
28 578
Impairment of Intangible Assets
As at the reporting date, ICSD Ventures Sdn Bhd ("ICSD") which owns the
Sandakan Harbour Square remains under receivership. While ICSD is in the midst
of refinancing its existing debt, uncertainty remains over the timing and
outcome of the process. Management has assessed the carrying amount of the
intangible asset and provided for an impairment due to the said uncertainty.
This is also consistent with the financial statements of the Company and the
Group being prepared on a non-going concern basis.
18 RIGHT OF USE
Cost US$'000
At 1 January 2023 4,421
Exchange adjustments (256)
Disposal (3)
At 31 December 2023/ 1 January 2023 4,162
Exchange adjustments -
Disposal -
At 31 December 2024 4,162
Depreciation charges
At 1 January 2023 4,421
Exchange adjustments (256)
Charge for the year -
Disposal (3)
At 31 December 2023/ 1 January 2024 4,162
Exchange adjustments -
Charge for the year -
Disposal -
At 31 December 2024 4,162
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2024 -
19 DEFERRED TAX ASSETS
2024 2023
US$'000 US$'000
At 1 January 4,518 4,723
Exchange adjustments 29 (205)
Deferred tax credit relating to origination of (4,547) -
temporary differences during the year
At 31 December - 4,518
The deferred tax assets comprise:
2024 2023
US$'000 US$'000
Taxable temporary differences between accounting profit and taxable profit of - 4,518
property development units sold
At 31 December - 4,518
Management has assessed the deferred tax provision and in consideration of the
projected state of financial position is considered subject to uncertainty as
described in Note 2.3 above, in which the preparation of the 2024 financial
statements have not been reverted to a going concern basis, the Management has
decided to impair the deferred tax asset of US$ 4.5 million in full.
20 INVENTORIES
2024 2023
Notes US$'000 US$'000
Land held for property development (a) 5,540 5,401
Stock of completed units, at cost (b) 113,437 112,862
Consumables 88 88
At 31 December 119,065 118,351
2024 2023
Notes US$'000 US$'000
Carrying amount of inventories pledged as security for Loans and borrowings 112,459 111,896
and Medium Term Notes
(a) Land held for property development
2024 2023
US$'000 US$'000
At 1 January 5,401 6,288
Less:
Exchange adjustments 139 (274)
Additions - -
Disposals - -
Costs recognised as expenses in the consolidated statement of comprehensive - (613)
income during the year
At 31 December 5,540 5,401
(b) Stock of completed units, at cost
2024 2023
US$'000 US$'000
At 1 January 112,862 126,181
Less:
Exchange adjustments 2,831 (5,432)
Impairment - (7,668)
Costs recognised as expenses in the consolidated statement of comprehensive (2,256) (219)
income during the year
At 31 December 113,437 112,862
The net realisable value of completed units have been tested by reference to
underlying profitability of the ongoing operations of the developments using
discounted cash flow projections and/or comparison method with the similar
properties within the local market which provides an approximation of the
estimated selling price that is expected to be achieved in the ordinary course
of business.
Included in the stock of completed units are the following completed units:
Sandakan Hotel asset ("SHA") and Harbour Mall Sandakan ("HMS") ("Sandakan
Assets")
As at 31 December 2024, the carrying amount of Sandakan Assets amounted to
US$36,867,000 (RM165,000,000) (2023: US$35,948,000 (RM165,000,000)). During
the financial year, the Directors have engaged an independent professional
valuer to determine the recoverable amount of Sandakan Assets. The fair value
of the Sandakan Assets per valuation dated 12 March 2025 is US$41,387,000
(RM185,000,000) (2023: US$35,948,000 (RM165,000,000)), determined based on
income approach as the primary approach, using Level 3 inputs in the fair
value hierarchy of IFRS 13 Fair Value Measurement.
The significant inputs used in the valuation are disclosed below:
Significant unobservable inputs for SHA
Projected average hotel room rates RM225-265
Projected yearly occupancy rates 38-68%
Discount rate 8%
Terminal capitalisation rate 6.35%
Property value RM72,000,000 (c. US$ 16 million)
Projected average rental rate RM36.99-49.75
Projected yearly occupancy rates 92.1% - 99.6%
Discount rate 8%
Terminal capitalisation rate 6.25%
Property value RM113,000,000 (c. US$ 25.2 million)
The RuMa Hotel and Residences ("The RuMa")
The recoverable amount of The RuMa was determined based on a valuation as at
31 December 2024 by an external party, independent valuer with appropriate
recognised professional qualification. The recoverable amount US$73,154,000
(RM327,000,000) (2023: US$84,314,000 (RM387,000,000)) of The RuMa per the
independent valuation.
It is important to note that the independent valuation includes the RuMa Hotel
and 20 residential units, but excludes 30 residential units that have been
sold but were not yet fully completed as of the valuation date.
If the contracted sale price of these 30 residential units, amounting to c.
US$10,210,000, is taken into account, the total recoverable value increases to
approximately US$83,364,000, which exceeds the carrying amount of
US$76,102,000 million. As such, Management has taken the view that no
impairment is necessary.
The valuation of The RuMa Hotel was determined by discounting the future cash
flows expected to be generated from the continuing operations of The RuMa and
was based on the following key assumptions:
(1) Cash flows were projected based on the 10 years projection
of The RuMa Hotel;
(2) The occupancy rate of The RuMa Hotel will improve to 85% in
year 10 which is when the hotel's operations are expected to stabilise;
(3) Average daily rates of the hotel will improve to US$208
(RM933) in year 10 which is when the hotel's operations are expected to
stabilise;
(4) Projected gross margin reflects the industry average
historical gross margin, adjusted for projected market and economic conditions
and internal resources efficiency; and
(5) Pre-tax discount rate of 9% was applied in discounting the
cash flows. The discount rate takes into the prevailing trend of the hotel
industry in Malaysia.
The valuation of The RuMa Residences was determined based on the Comparison
Approach as the sole method of valuation.
21 TRADE AND OTHER RECEIVABLES
2024 2023
US$'000 US$'000
Trade receivables 690 754
Other receivables 1,489 8,095
Sundry deposits 237 229
2,416 9,078
Trade receivables represent progress billings receivable from the sale of
completed units and land held for property development. Progress billings
receivable from the sale of completed units are generally due for settlement
within 30 days from the date of invoice and are recognised and carried at the
original invoice amount less allowance for any uncollectible amounts. They
are recognised at their original invoice amounts on initial recognition less
provision for impairment where it is required.
The loss allowance as at 31 December 2024 and 31 December 2023 was determined
as follows for both trade receivables and contract assets:
Trade receivable Contract asset Loss allowance Total
31 December 2024 US$'000 US$'000 US$'000 US$'000
Current 688 - - 688
Past due
0 - 60 days - - - -
61 -120 days - - - -
More than 120 days 2 - - 2
690 - - 690
Trade receivable Contract asset Loss allowance Total
31 December 2023 US$'000 US$'000 US$'000 US$'000
Current 752 - - 752
Past due
0 - 60 days - - - -
61 -120 days - - - -
More than 120 days 2 - - 2
754 - - 754
The Group uses the simplified approach to estimate credit loss allowance for
all trade receivables and contract assets, which will be based on the past
payment trends, existing market conditions and adjusts for qualitative and
quantitative reasonable and supportable forward-looking information. The
loss allowances are also based on assumptions about risk of default. The
quantum of any probability of an expected credit loss will occur to be low or
not material. No provision is recognised in these financial statements.
Included in other receivables was an amount due from Ireka Corporation Berhad
in relation to the interest owed on the unpaid shareholder advances to the
construction of The RuMa Hotel and Residences, as described in Note 31
The maximum exposure to credit risk is represented by the carrying amount in
the statement of financial position. The Group monitors the repayment of the
customers regularly and are confident of the ability of the customers to repay
the balance outstanding.
22 CASH AND CASH EQUIVALENTS
2024 2023
US$'000 US$'000
Cash and bank balances 5,307 1,882
Short term bank deposits 2,155 2,391
7,462 4,273
Less: Deposits pledged (2,141) (2,377)
Cash and cash equivalents 5,321 1,896
Included in short term bank deposits and cash and bank balance is US$2,141,000
(31 December 2023: US$2,377,000) pledged for loans and borrowings and Medium
Term Notes of the Group.
The interest rate on cash and cash equivalents, excluding deposit pledged with
licensed bank of US$2,141,000 (31 December 2023: US$2,377,000), pledged for
loans and borrowings and Medium Term Notes of the Group, 2.10% per annum (31
December 2023: 2.10% to 2.80% per annum).
The interest rate on short term bank deposits and cash and bank balance
pledged for loans and borrowings and Medium Term Notes of the Group, 2.10% per
annum (31 December 2023: 2.10% to 2.80% per annum).
23 SHARE CAPITAL
Number of shares Amount Number of shares Amount
2024 2024 2023 2023
'000 US$'000 '000 US$'000
Authorised Share Capital
Ordinary shares of US$0.05 each 2,000,000 100,000 2,000,000 100,000
Management shares of US$0.05 each - * - * - * - *
2,000,000 100,000 2,000,000 100,000
Issued Share Capital
Ordinary shares of US$0.05 each 173,187 8,659 212,025 10,601
Management shares of US$0.05 each - # - # - # - #
173,187 8,659 212,025 10,601
* represents 10 management shares at US$0.05 each
# represents 2 management shares at US$0.05 each
In 2015, the shareholders of the Company approved the creation and issuance of
management shares by the Company as well as a compulsory redemption mechanism
that was proposed by the Board.
The Group filed a claim against Ireka Corporation Berhad ("ICB") on 21 October
2022 in the Malaysian Courts in relation to the Joint Venture Agreement with
respect to the RuMa Hotel & Residences.
On 26 January 2024, a conditional settlement was reached between the Group and
ICB, whereby:
(a) ICB would transfer 38,837,504 shares in the Company held by it back to
the Company;
(b) ICB would also transfer its 30% shareholding in Urban DNA Sdn Bhd and
The RuMa Hotel KL Sdn Bhd to the Group;
(c) In return, the Company agreed to withdraw its claim against ICB; and
(d) the settlement constituted the full and final settlement of all claims and
debts between the parties.
The settlement agreement was conditional upon both parties obtaining their
respective approvals. It was duly approved by the shareholders of the
Company in an Extraordinary General Meeting held on 27 February 2024 and on 25
March 2024, ICB received the approval for the settlement from the Winding Up
Court in Malaysia. The conditions were thus satisfied and the settlement
agreement had become binding.
All terms of the settlement were eventually completed by the end of May 2024.
The ordinary shares and the management shares shall have attached thereto the
rights and privileges, and shall be subject to the limitations and
restrictions, as are set out below:
(a) Distribution of dividend:
(i) The ordinary shares carry the right to receive all the
profits of the Company available for distribution by way of interim or final
dividend at such times as the Directors may determine from time to time; and
(ii) The management shares carry no right to receive dividends
out of any profits of the Company.
(b) Winding-up or return of capital:
(i) The holders of the management shares shall be paid an
amount equal to the paid-up capital on such management shares; and
(ii) Subsequent to the payment to holders of the management
shares, the holders of the ordinary shares shall be repaid the surplus assets
of the Company available for distribution.
(c) Voting rights:
(i) The holders of the ordinary shares and management shares
shall have the right to receive notice of and to attend and vote at general
meetings of the Company; and
(ii) Each holder of ordinary shares and management shares being
present in person or by a duly authorised representative (if a corporation) at
a meeting shall upon a show of hands have one vote and upon a poll each such
holder present in person or by proxy or by a duly authorised representative
(if a corporation) shall have one vote in respect of every full paid share
held by him.
24 SHARE PREMIUM
Share premium represents the excess of proceeds raised on the issuance of
shares over the nominal value of those shares. The costs incurred in issuing
shares were deducted from the share premium.
In 2024, the Company executing a share buyback of 38,830,504 Aseana shares
owned by ICB, which were subsequently cancelled. The number of issued and paid
up shares in the Company at the end of 2024 was at 173,187,498 (2023:
212,025,002).
25 CAPITAL REDEMPTION RESERVE
The capital redemption reserve was incurred after the Company cancelled its
37,475,000, 500,000 and 38,830,504 ordinary shares of US$0.05 per share in
2009, 2013 and 2024 respectively.
26 TRANSLATION RESERVE
The translation reserve comprises foreign currency differences arising from
the translation of the financial statements of foreign operations.
27 TRADE AND OTHER PAYABLES
2024 2023
US$'000 US$'000
Non-current
Amount due to contract buyers - -
- -
Current
Trade payables 1,188 630
Other payables 5,494 4,357
Amount due to contract buyers 35,744 34,852
Deposits received 7,749 732
Accruals 8,733 7,710
58,908 48,281
58,908 48,281
Amount owed to contract buyer is of funding received, by way of non-refundable
deposits, in advance of completion of the hotel suites which are at 31
December 2024 still effectively controlled by the Group.
Trade payables represent trade purchases and services rendered by suppliers as
part of the normal business transactions of the Group. The credit terms
granted by trade suppliers range from 30 to 90 days.
Deposits received include US$6.9 million (31 December 2023: US$0.7 million),
to be used for unit redemption ahead of sale completion.
Deposits and accruals are from normal business transactions of the Group.
28 AMOUNT DUE TO NON-CONTROLLING INTERESTS
2024 2023
US$'000 US$'000
Minority Shareholder of Bumiraya Impian Sdn. Bhd.:
- Global Evergroup Sdn. Bhd. 1,108 1,081
Minority Shareholder of Urban DNA Sdn. Bhd. and
The RuMa Hotel KL Sdn. Bhd.:
- Ireka Corporation Berhad - 810
1,108 1,891
The current amount due to non-controlling interests amounting to US$1,107,885
(31 December 2023: US$1,891,000) is unsecured, interest free and repayable on
demand.
29 LOANS AND BORROWINGS
2024 2023
US$'000 US$'000
Current
Bank loans 2,602 1,471
The effective interest rates on the bank loans for the year is 13.3% (31
December 2023: 12%) per annum.
OSK Capital loan amounting to RM6.5 million (c.US$1.5 million) is repayable
within one year. It was last extended for one year on 18 November 2024. As
a condition of the extension, the Group paid a 1.0% extension fee of RM 65,000
(US$ 14,523).
OSK Capital loan is secured by land held for property development,
work-in-progress, operating assets of the Group, pledged deposits and some are
secured by the corporate guarantee of the Company.
Reconciliation of movement of loan and borrowings to cash flows arising from
financing activities:
As at 1 January 2024 Drawdown of loan Repayment of loan Foreign exchange movements As at 31 December 2024
US$'000 US$'000 US$'000 US$'000 US$'000
Bank loans 1,471 1,150 - (19) 2,602
Total 1,471 1,150 - (19) 2,602
As at 1 January 2023 Foreign exchange movements As at 31 December 2023
Drawdown of loan Repayment of loan
US$'000 US$'000 US$'000 US$'000 US$'000
Bank loans 1,595 - (54) (70) 1,471
Total 1,595 - (54) (70) 1,471
As at 1 January 2024 Drawdown of loan Repayment of loan Foreign exchange movements As at 31 December 2024
US$'000 US$'000 US$'000 US$'000 US$'000
Lease liabilities - - - - -
Total - - - - -
As at 1 January 2023 Drawdown of loan Repayment of loan Foreign exchange movements As at 31 December 2023
US$'000 US$'000 US$'000 US$'000 US$'000
Lease liabilities - - - - -
Total - - - - -
30 MEDIUM TERM NOTES
2024 2023
US$'000 US$'000
Outstanding medium term notes 25,511 29,263
Less:
Repayment due within twelve months (25,511) (29,263)
Repayment due after twelve months - -
Reconciliation of movement of medium term notes to cash flows arising from
financing activities:
As at 1 January 2024 Drawdown of loan Repayment of loan Foreign exchange movements As at 31 December 2024
US$'000 US$'000 US$'000 US$'000 US$'000
Medium Term Notes 29,263 - (4,418) 666 25,511
As at 1 January 2023 Drawdown of loan Repayment of loan Foreign exchange movements As at 31 December 2023
US$'000 US$'000 US$'000 US$'000 US$'000
Medium Term Notes 31,264 - (639) (1,362) 29,263
Notes issued by Silver Sparrow Berhad
The medium term notes (the "SSB MTNs" or "MTNs") were issued by Silver Sparrow
Berhad ("SSB"), an indirect subsidiary of the Company, pursuant to a programme
with a tenor of ten (10) years from the first issue date of the notes. The
MTNs were issued by a subsidiary, to fund two development projects known as
Sandakan Harbour Square and Aloft Kuala Lumpur Sentral ("AKLS") in Malaysia.
Following the completion of the sale of the AKLS by the Group in 2016, the
net adjusted price value for the sale of AKLS, which included the sale of the
entire issued share capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd.
(the "Aloft Companies") were used to redeem the MTN Series 2 and Series 3.
Following the completion of the disposal of AKLS, US$96.25 million (RM394.0
million) of MTN associated with the AKLS (Series 3) and the Four Points
Sheraton Sandakan (Series 2) were repaid on 19 August 2016. The charges in
relation to AKLS was also discharged following the completion of the disposal.
The Group completed "roll-over" for the remaining MTNs of US$24.43 million on
their maturity dates on 10 December 2020, 2021.
Repayment of US$8.89 million (RM39.0 million) was made on 7 April 2022.
Subsequently, they were further "rolled over" and became repayable on 8
December 2023.
The MTNs matured on 8 December 2023 however due to the non-completion of the
sale of the Sandakan Assets, an event of default occurred as evidenced by the
receipt of a Notice of Default received from the facility agent.
On 5 November 2024 vide a Debenture from SSB and ICSD Ventures Sdn Bhd
("ICSD") giving MIBB a fixed and floating charge over the present and future
assets and properties of SSB and ICSD, KPMG Corporate Restructuring PLT was
appointed as Receivers and Managers (the "R&M") to ICSD.
As at 31 December 2024, the defaulted SSB MTN stood at c.RM61 million or
c.US$13.6 million (2023: c.RM61 milllion or c.US$13.3 million) with weighted
average interest rate of 10.26% per annum. Refer to the subsequent events
note for an update on the partial repayment that was done after year end.
Notes issued by Potensi Angkasa Sdn. Bhd
Potensi Angkasa Sdn. Bhd. ("PASB"), an indirect subsidiary incorporated on 25
February 2019, has secured a commercial paper and/or medium term notes
programme of not exceeding US$19.61 million (RM90.0 million) (the "CP/MTN
Programme") to fund a project known as The RuMa Hotel and Residences. PASB
may, from time to time, issue commercial paper and/or medium term notes (the
"PASB Notes" or "Notes") whereby the nominal value of outstanding Notes shall
not exceed US$19.61 million (RM90.0 million) at any one time.
The weighted average interest rate of the Notes was c.10.38% per annum at the
statement of financial position date. The effective interest rates of the
Notes and their outstanding amounts were as follows:
Maturity Dates Interest rate % per annum As at 31 December 2024
US$'000
Tranches 257-271 17 Feb 2025 10.00% 2,760
Tranches 276-282 3 Mar 2025 10.00% 849
Tranches 284-288 3 Apr 2025 10.00% 1,061
Tranches 289-305 14 Apr 2025 10.00% 2,760
Tranche 307 12 Jun 2025 11.00% 4,468
11,898
Security for CP/MTN Programme
(a) A legal charge over the Designated Accounts by the PASB
and/or the Security Party (as defined below) (as the case may be) and
assignment of the rights, titles, benefits and interests of the PASB and/or
the Security Party (as the case may be) thereto and the credit balances
therein on a pari passu basis among all Notes, subject to the following:
(i) In respect of the 75% of the sale proceeds of a Secured
Asset ("Net Sale Proceeds") arising from the disposal of a Secured Asset, the
Noteholders of the relevant Tranche secured by such Secured Asset shall have
the first ranking security over such Net Sale Proceeds;
(ii) In respect of the insurance proceeds from the Secured
Assets ("Insurance Proceeds"), the Noteholders of the relevant Tranche secured
by such Secured Asset shall have the first ranking security over such
Insurance Proceeds;
(iii) In respect of the sale deposits from the Secured Assets
("Sale Deposits"), the Noteholders of the relevant Tranche secured by such
Secured Asset shall have the first ranking security over such Sale Deposits;
(iv) In respect of the amount at least equivalent to an amount
payable in respect of any coupon payment of that particular Tranche for the
next six (6) months to be maintained by the Issuer ("Issuer's DSRA Minimum
Required Balance"), the Noteholders of the relevant Tranche shall have the
first ranking security over such Issuer's DSRA Minimum Required Balance;
(v) In respect of the proceeds from the Collection Account ("CA
Proceeds"), the Noteholders of the relevant Tranche shall have the first
ranking security over such CA Proceeds; and
(vi) In respect of any amount deposited by the Guarantor which are
earmarked for the purposes of an early redemption of a particular Tranche of
the Notes and/or principal payment of a particular Tranche of the Notes
("Deposited Amount"), the Noteholders of the relevant Tranche shall have the
first ranking security over such Deposited Amount;
(b) An irrevocable and unconditional guarantee provided by the
Urban DNA Sdn Bhd for all payments due and payable under the CP/MTN Programme
(the "Guarantee"); and
(c) Any other security deemed appropriate and mutually agreed
between the PASB and the Principal Adviser/Lead Arranger (the "PA/LA"), the
latter being Kenanga Investment Bank Berhad.
Security for each medium term note:
Each Tranche shall be secured by assets (the "Secured Assets") to be
identified prior to the issue date of the respective Tranche.
Such Secured Assets may be provided by third party(ies), (which, together with
the Guarantor, shall collectively be referred to as "Security Parties" and
each a "Security Party") and/or by the PASB. Subject always to final
identification of the Secured Asset prior to the issue date of the respective
Tranche, the security for any particular Tranche may include but not limited
to the following:
(a) Legal assignment and/or charge by the PASB and/or the
Security Party (as the case may be) of the Secured Assets;
(b) An assignment over all the rights, titles, benefits and
interests of the PASB and/or the Security Party (as the case may be) under all
the sale and purchase agreements executed by end-purchasers and any subsequent
sale and purchase agreement to be executed in the future by end-purchaser (if
any), in relation to the Secured Assets;
(c) A letter of undertaking from Aseana Properties Limited to,
amongst others, purchase the Secured Assets ("Letter of Undertaking"); and/or
(d) Any other security deemed appropriate and mutually agreed
between the Issuer and the PA/LA and/or Lead Manager prior to the issuance of
the relevant Tranche.
The security for each Tranche is referred to as "Tranche Security".
31 RELATED PARTY TRANSACTIONS
2024 2023
US$'000 US$'000
ICB Group of Companies
Accrued interest on shareholders advance payable by ICB - 1,730
Key management personnel
Remuneration of key management personnel - 180 244
Directors' fees
Remuneration of key management personnel - 225 300
Consulting fees
Remuneration of key management personnel - 47 13
Sums paid to third parties *
* Represents company secretarial fee payable to ICECAP (Secretaries)
Limited ("ICECAP"), which was negotiated on an arm's length basis, but was
classified as related party transaction nonetheless due to the existence of a
common director.
Transactions between the Group with other significant related parties are as
follows:
2024 2023
US$'000 US$'000
Non-controlling interests
Advances - non-interest bearing - (5)
The above transactions have been entered into in the normal course of business
and have been established under negotiated terms.
The outstanding amounts due from/(to) ICB and its group of companies as at 31
December 2024 and 31 December 2023 are as follows:
2024 2023
US$'000 US$'000
Net amount due from ICB # - 6,948
# Pursuant to the conditional settlement reached between the Group
and ICB on 26 January 2024, the settlement agreement which was conditional
upon both parties obtaining their respective approvals had subsequently been
approved by the shareholders of the company in an EGM held, as outlined in
Note 23.
All terms of the settlement were eventually completed by the end of May 2024.
The outstanding amounts due to the other significant related parties as at 31
December 2024 and 31 December 2023 are as follows:
2024 2023
US$'000 US$'000
Net amount due to other non-controlling interests (Note 28) (1,108) (1,891)
Transactions between the parent company and its subsidiaries are eliminated in
these consolidated financial statements. A list of subsidiaries is provided
in Note 32.
32 INVESTMENT IN SUBSIDIARIES
Name Country of incorporation Principal activities Effective ownership interest
2024 2023
Subsidiaries
Ireka Land Sdn. Bhd. Malaysia Property development 100% 100%
Amatir Resources Sdn. Bhd. Malaysia Property development 100% 100%
ICSD Ventures Sdn. Bhd. Malaysia Hotel and mall ownership and operation 100% 100%
Potensi Angkasa Sdn. Bhd Malaysia Participating in the transactions contemplated under the Guaranteed MTNs 100% 100%
Programme
Silver Sparrow Berhad Malaysia Participating in the transactions contemplated under the Guaranteed MTNs 100% 100%
Programme
Bumiraya Impian Sdn. Bhd. Malaysia Property development 80% 80%
The RuMa Hotel KL Sdn. Bhd. Malaysia Investment holding 100% 70%
Urban DNA Sdn. Bhd. Malaysia Property development 100% 70%
Aseana-BDC Co Ltd Vietnam Investment holding 65% 65%
In January 2024, the Company reached a settlement with Ireka Corporation
Berhad ("ICB"), the parent company of our former Development Manager, under
which their debts to the Company were settled via a buyback of 38.8 million of
Aseana shares held by ICB together with its 30% stakes in Urban DNA Sdn Bhd
and The RuMa Hotel Sdn Bhd, both of which relate to The RuMa Hotel and
Residences in Kuala Lumpur and is reflected in the change in shareholding
above.
33 COMMITMENTS AND CONTINGENCIES
Debt service reserve account
Silver Sparrow Berhad is required to maintain a minimum amount equivalent to
RM10.0 million (US$2.18 million) (the "Minimum Deposit") in the Debt Service
Reserve Account ("DSRA") at all times and the amount is disclosed as deposit
pledged (refer to Note 22).
In the event the funds in the DSRA falls below the Minimum Deposit, SSB shall
within five (5) Business Days from the date of receipt of written notice from
the facility agent or upon SSB becoming aware of the shortfall, whichever is
earlier, deposit such sums of money into the DSRA to ensure the Minimum
Deposit is maintained.
Claim from a previous director
As announced by the Company on 27 December 2024, there is an existing claim
from a previous director, Helen Wong for a purportedly approved scheme
seemingly aimed at incentivising divestments undertaken by the Group, at 1.1%
of the gross proceeds. In addition, there is also another claim for certain
break-fees by Helen Wong, and her team who were not employees of the Company
in the event they are removed from the Company for any reasons whatsoever.
The aggregate amount claimed by Helen Wong and her team is approximately
US$673,700. The Directors, having sought legal advice, consider the claims
unlikely to succeed. As such, no provision was recognised as at 31 December
2024, as management does not consider it probable that an outflow of resources
will be required to settle the claims. Furthermore, no material costs were
incurred in relation to the claims during the financial period.
With respect to the divestment fee of 1.1%, Helen Wong engaged third party
estate agents in Malaysia to effect certain divestment and paid commissions in
excess of the maximum commission rate of 3% of the property's sale price as
prescribed by the Valuers, Appraisers, and Estate Agents Rules 1986 of
Malaysia. Moreover, the said Rules and Malaysian legislation provide that
no person shall act as an agent for commission, fee, reward or other
consideration in respect of any sales or other disposal of land and building
and of any interest therein unless such person is a registered estate agent
and has been issued with an authority to practice under the said Rules and
Malaysian legislation. The Company's position is that Helen Wong and her team
are not registered agents as required under Malaysian law and are therefore
not entitled to any commissions for the sale of the Group's properties in
Malaysia.
For the break fees, the Company's position is that this is not payable as
Helen Wong was not removed as a director but was instead not re-elected as a
director of the Company at the annual general meeting held on 30 July 2024 and
that such break fees are in breach of the Articles of Association of the
Company.
34 DISSOLUTION OF A SUBSIDIARY
On 31 December 2023 (the "Dissolution Date"), Priority Elite Sdn Bhd ("PESB"),
a subsidiary of the Company that was incorporated in Malaysia, completed the
process of member's voluntary liquidation and had been dissolved.
Details of financial position of PESB were as follows:
2024 2023
US$'000 US$'000
Cash and cash equivalents - 5
Trade and other payables - 1
Net assets classified as Asset held for Sale - 4
There was no reported profit or loss from PESB during the year up to the
Dissolution Date.
Analysis of the cash flows of PESB are as follows:
2024 2023
US$'000 US$'000
Net cash generated from operating activities - -
Net cash used in investing activities - -
Net cash used in financing activities - -
Net changes in cash and cash equivalents during the year - -
Details of the sale of the discontinued operations are as follows:
2024 2023
US$'000 US$'000
Consideration received or receivable - -
Cash - -
Total disposal consideration - -
Carrying amount of net asset sold - (4)
Receivables derecognized - -
Loss on sale before income tax - (4)
Reclassification of foreign currency translation reserve - (124)
Income tax expense - -
Loss on disposal after income tax - (128)
35 EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE
Fundraising by Issuance of New Ordinary Shares ("Private Placement")
On 6 January 2025, the Company entered into a conditional subscription
agreement (the "Subscription Agreement") with Neuchatel Investment Holdings
Limited (the "Subscriber" or "Neuchatel") for the subscription of new ordinary
shares of US$0.05 each in the Company (the "Subscription Shares"). Under the
Subscription Agreement, the Subscriber, and any parties deemed to be acting in
concert (as defined under the UK Takeover Code) with the Subscriber, will
subscribe for such number of Subscription Shares in the Company constituting
up to 29.9% of the Company's issued share capital, as enlarged by the
Subscription, at a subscription price of US$0.08 per Subscription Share (the
"Subscription").
Circular in relation to the Private Placement was published on 21 January 2025
and a general meeting was held on 24 February 2025, during which shareholders
approved the allotment of 68,190,000 ordinary shares at an issue price of
US$0.08 each to the Subscriber.
The subscription amount of US$5.45 million was received on 27 February 2025
and predominantly all of such proceeds were applied to partially settle the
outstanding Medium Term Notes ("MTN") issued by the Company's indirect
subsidiary, Silver Sparrow Bhd, on 4 March 2025. As at the reporting date,
approximately RM24.00 million has been applied towards the MTN, decreasing the
MTN principal balance to approximately RM37.00 million.
Sale of Treasury Shares
On 17 March 2025, the Company entered into an agreement to raise
approximately US$1.07 million (before expenses) by way of a private placement
of 13,334,000 existing ordinary shares of US$0.05 each in the capital of the
Company currently held in treasury by the Company (the "Treasury Shares") at a
price of US$0.08 per share (the "Treasury Share Placement").
The Treasury Shares represent 5.52 per cent of the enlarged issued share
capital of the Company after the Private Placement and following completion of
the Treasury Share Placement, the Treasury Shares were no longer held in
treasury by the Company.
The net proceeds of the Treasury Share Placement are being utilised to address
the Group's ongoing financial challenges, particularly to repay outstanding
bank facilities and forestall foreclosure actions initiated by the Receivers
and Managers of ICSD, which owns the Sandakan Hotel asset and the Harbour Mall
Sandakan and was placed into receivership on 5 November 2024.
The gross proceeds of US$1.07 million were received on the 19 March 2025, and
this will be used to facilitate the debt refinancing exercise and to also fund
the associated transaction fees.
Sale of The RuMa Residences Units
During FY2024, the Group completed the Sale and Purchase Agreements for seven
(7) units at The RuMa Residences, generating a gross consideration of RM13.1
million (approximately US$2.9 million).
In addition, Sale and Purchase Agreements for the sale of sixteen (16) more
units at The RuMa Residences would be completed by the end of June 2025, with
a gross consideration of RM23.3 million (approximately US$5.3 million), which
has been used towards redeeming the commercial paper and/or MTN.
Potensi Angkasa ("PASB") Commercial Paper and/or MTN (collectively the "PASB
MTN")
18 tranches of the PASN MTN with principal amount of RM17.1 million (c.US$3.8
million), underpinned by security charges over The RuMa Residences which have
their maturity dates falling due in February, March and April 2025
respectively, have successfully secured an 180-day maturity dates extension
from the noteholders and trustee.
COPIES OF THE ANNUAL REPORT
Copies of the annual report will be available on the Company's website at and
from the Company's registered office, Osprey House, Old Street, St. Helier,
Jersey, JE2 3RG, Channel Islands.
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