REG - Aseana Prop Ltd - Final Results <Origin Href="QuoteRef">ASPL.L</Origin> - Part 3
27/04/2017 07:08
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equipment, accrual of construction costs and other deductible temporary differences of US$4,460,000 (2015:
US$3,100,000) which are available for offset against future taxable profits. Deferred tax assets have not been recognised
due to the uncertainty of the recovery of the losses.
17 INVENTORIES
2016 2015
Note US$'000 US$'000
Land held for property development (a) 22,514 23,223
Work-in-progress (b) 62,708 53,182
Stock of completed units, at cost (c) 159,334 230,436
Consumables 403 487
At 31 December 244,959 307,328
Carrying amount of inventories pledged as security for Loan and borrowings and Medium Term Notes 148,427 237,059
(a) Land held for property development
2016 2015
US$'000 US$'000
At 1 January 23,223 40,560
Add :
Exchange adjustments (604) (3,466)
Additions 86 451
22,705 37,545
Less: Costs recognised as expenses in the statement of comprehensive income during the year (note 5) (191) (14,322)
At 31 December 22,514 23,223
(b) Work-in-progress
2015 2015
US$'000 US$'000
At 1 January 53,182 55,332
Add :
Exchange adjustments (3,967) (10,273)
Work-in-progress incurred during the year 13,493 8,123
At 31 December 62,708 53,182
The above amounts included borrowing costs capitalised at interest rate ranging from 5.50% to 10.00% per annum (2015: 5.50%
to 10.00% per annum) of US$1,620,000 (2015: US$1,670,000) during the financial year.
(c) Stock of completed units, at cost
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 SENI, Tiffani by i-ZEN as well as the following completed units:
Four Points by Sheraton Sandakan Hotel ("FPSS")
The recoverable amount of FPSS was determined based on a valuation by an external, independent valuer with appropriate
recognised professional qualification. The carrying amount of FPSS including the attached goodwill was determined to be
higher than its recoverable amount of US$37,012,000 (2015: US$40,949,000) and impairment losses of US$Nil (2015:
US$1,397,000) and US$2,408,000 (2015: US$3,200,000) in relation to the goodwill and inventory amounts was recognised
respectively. The impairment loss was included in cost of sales.
The valuation of FPSS was determined by discounting the future cash flows expected to be generated from the continuing
operations of FPSS and was based on the following key assumptions:
(1) Cash flows were projected based on past experience, actual operating results in 2016 and the 10 years budget of FPSS
adjusted by the valuer;
(2) The occupancy rate of FPSS will improve to an optimum level of 75% in 2026;
(3) Projected gross margin reflects the average historical gross margin, adjusted for projected market and economic
conditions and internal resources efficiency; and
(4) Pre-tax discount rate of 9% was applied in discounting the cash flows. The discount rates takes into the prevailing
trend of the hotel industry in Malaysia.
Sensitivity analysis
The above estimates are sensitive in the following key areas:
(a) an increase/(decrease) of 1% in discount rate used would have (decreased)/increased the recoverable amount by
approximately (US$4,828,000)/US$6,199,000.
(b) an increase/(decrease) of 1% in occupancy rate throughout the entire projection term used would have
increased/(decreased) the recoverable amount by approximately US$684,000/ (US$684,000).
Harbour Mall Sandakan ("HMS")
The recoverable amount of HMS was determined based on an internal valuation performed by management. The recoverable amount
of HMS was determined to be higher than its carrying amount and no impairment losses in relation to the inventory amounts
was recognised.
The valuation of HMS was determined by the capitalisation of net income expected to be generated from the continuing
operations of HMS ("investment approach") when the mall operates at an optimum occupancy rate and was based on the
following key assumptions:
(1) Occupancy rate will improve to an optimum level of 95%;
(2) Capitalisation period of 73 years covering the period of HMS achieving optimum operations to expiration of the title
term;
(3) Outgoing rate was projected at 35% against gross annual income;
(4) Capitalisation rate was assumed at 6%;
Sensitivity analysis
The above estimates are sensitive in the following key areas:
(a) an increase/(decrease) of 1% in capitalisation rate used would have (decreased)/ increased the recoverable amount by
approximately (US$5,652,000)/ US$7,555,000.
(b) an increase/(decrease) of 1% in optimum occupancy rate throughout the entire projection term would have
increased/(decreased) the recoverable amount by approximately US$435,000/ (US$435,000).
City International Hospital ("CIH")
The recoverable amount of CIH was determined based on a valuation by an external, independent valuer with appropriate
recognised professional qualification. The recoverable amount of CIH was determined to be higher than its carrying amount
and no impairment losses in relation to the inventory amounts was recognised.
The valuation of CIH was determined on a depreciated replacement cost approach which entails estimating the land value for
its existing use, and the depreciated replacement costs of the site improvements and related expenditure. The followings
are the key assumptions:
(1) The underlying land value is based on the current prices quoted by the similar properties to potential investors who
are looking to set up the private hospital in the area;
(2) Replacement costs for the improvements on site was made with reference to construction cost data and research on
similar structures, taking into considerations of professional fees, finance cost and depreciation expense in relation to
the improvements on site and related expenditure; and
(3) Plant and machinery that form part of the building services installations are reflective of its carrying amounts.
Sensitivity analysis
The above estimates are sensitive in the following key areas:
(a) an increase/(decrease) of 1% in land value would have increased/(decreased) the recoverable amount by approximately
US$149,700/(US$149,700).
(b) an increase/(decrease) of 1% in depreciation charges used would have (decreased)/ increased the recoverable amount by
approximately (US$30,000)/US$30,000.
18 Share Capital
Number of shares2016 '000 Amount2016US$'000 Number of shares2015 '000 Amount2015US$'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 212,025 10,601 212,025 10,601
Management shares of US$0.05 each - # - # - -
212,025 10,601 212,025 10,601
*represents 10 management shares at US$0.05 each
# represents 2 management shares at US$0.05 each
At previous financial year end, 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 Company increased its authorised share capital from US$100,000,000 to US$100,000,000.50 by the creation of 10
management shares of US$0.05 each for cash.
The Company also increased its issued and paid-up share capital from US$10,601,250 to US$10,601,250.10 by way of an
allotment of 2 new management shares of US$0.05 each at par via cash consideration.
In accordance with the compulsory redemption scheme, the Company's ordinary shares were converted into redeemable ordinary
shares.
The ordinary shares and the management shares shall have attached thereto the rights and privileges, and shall be subjected
to the limitations and restrictions, as are set out below:
(a) Distribution of dividend:
(i) The ordinary shares carry the right to receive all the profits of the Company available for distribution by way of
interim or final dividend at such times as the Directors may determine from time to time; and
(ii) The management shares carry no right to receive dividends out of any profits of the Company.
(b) Winding-up or return of capital:
(i) The holders of the management shares shall be paid an amount equal to the paid-up capital on such management shares;
and
(ii) Subsequent to the payment to holders of the management shares, the holders of the ordinary shares shall be repaid
the surplus assets of the Company available for distribution.
(c) Voting rights:
(i) The holders of the ordinary shares and management shares shall have the right to receive notice of and to attend and
vote at general meetings of the Company; and
(ii) Each holder of ordinary shares and management shares being present in person or by a duly authorised representative
(if a corporation) at a meeting shall upon a show of hands have one vote and upon a poll each such holder present in person
or by proxy or by a duly authorised representative (if a corporation) shall have one vote in respect of every full paid
share held by him.
19 Share Premium
Share premium represents the excess of proceeds raised on the issuance of shares over the nominal value of those shares.
The costs incurred in issuing shares were deducted from the share premium.
2016US$'000 2015US$'000
At 1 January/31 December 218,926 218,926
20 CAPITAL REDEMPTION RESERVE
The capital redemption reserve was incurred after the Company cancelled its 37,475,000 and 500,000 ordinary shares of
US$0.05 per share in 2009 and 2013 respectively.
21 AMOUNT DUE TO NON-CONTROLLING INTERESTS
2016 2015
US$'000 US$'000
Current
Minority Shareholder of Bumiraya Impian Sdn. Bhd.:
- Global Evergroup Sdn. Bhd. 1,105 1,155
Minority Shareholders of Hoa Lam Services Co Ltd:
- Tran Thi Lam 1,752 1,727
- Tri Hanh Consultancy Co Ltd 3,944 3,257
- Hoa Lam Development Investment Joint Stock Company 2,228 244
- Duong Ngoc Hoa 226 163
Minority Shareholder of The RuMa Hotel KL Sdn. Bhd.:
- Ireka Corporation Berhad 2 1
Minority Shareholder of Urban DNA Sdn. Bhd.:
- Ireka Corporation Berhad 3,316 3,467
12,573 10,014
The current amount due to non-controlling interests amounting to US$12,573,000 (2015: US$10,014,000) is unsecured, interest
free and repayable on demand.
In the previous financial year, amount due to non-controlling interests amounting to US$1,440,000 was capitalised as share
capital of Shangri-La Healthcare Investment Pte Ltd.
22 Loans AND BORROWINGS
2016 2015
US$'000 US$'000
Non-current
Bank loans 46,405 55,813
Finance lease liabilities - 10
46,405 55,823
Current
Bank loans 10,804 13,489
Finance lease liabilities 3 11
10,807 13,500
57,212 69,323
The effective interest rates on the bank loans and finance lease arrangement for the year ranged from 5.25% to 12.50%
(2015: 5.25% to 12.50%) per annum and 2.50% (2015: 2.50% to 3.50%) per annum respectively.
Borrowings are denominated in Ringgit Malaysia, United States Dollars and Vietnam Dong.
Bank loans are repayable by monthly, quarterly or semi-annually instalments.
Bank loans are secured by land held for property development, work-in-progress, operating assets of the Group, pledged
deposits and some by the corporate guarantee of the Company.
Finance lease liabilities are payable as follows:
Future minimum lease payment 2016 Interest 2016 Present value of minimum lease payment 2016 Future minimum lease payment 2015 Interest 2015 Present value of minimum lease payment 2015
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Within one year 3 - 3 12 1 11
Between one and five years - - - 12 2 10
3 - 3 24 3 21
23 MEDIUM TERM NOTES
2016US$'000 2015US$'000
Outstanding medium term notes 26,748 119,711
Net transaction costs (405) (1,191)
Less:
Repayment due within twelve months * (26,343) (108,190)
Repayment due after twelve months - 10,330
* Includes net transaction costs in relation to medium term notes due within twelve months of US$0.40 million (2015:
US$1.04 million).
The Medium Term Notes ("MTNs") were issued pursuant to a programme with a tenure 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 AKLS in Malaysia. US$54.61 million (RM245.00 million) was drawn down in 2011 for Sandakan Harbour Square. US$3.34
million (RM15.00 million) was drawn down in 2012 for AKLS and the remaining US$56.62 million (RM254 million) in 2013.
During the financial year, the Group completed the sale of the AKLS. The net adjusted price for the sale of AKLS, which
includes the sale of the entire issued share capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd is approximately
US$104.3 million. Proceeds received from the sale of AKLS were used to redeem the MTNs Series 2 and Series 3. Following the
completion of the disposal of AKLS, US$87.8 million (RM394.0 million) of MTNs associated with the AKLS (Series 3) and the
FPSS (Series 2) was repaid on 19 August 2016. The charges in relation to AKLS was also discharged following the completion
of the disposal. Subsequent to the repayment of MTNs Series 2 and Series 3, MTNs Series 1 of US$26.75 million (RM120
million) remains. The Group secured a rollover of US$16.72 million (RM75 million) on 7 December 2016 to expire on 8
December 2017.
The weighted average interest rate of the MTNs was 5.93% per annum at the statement of financial position date. The
effective interest rates of the MTNs and their outstanding amounts are as follows:
Maturity Dates Interest rate % per annum US$'000
Series 1 Tranche FG 003 8 December 2017 5.90 5,572
Series 1 Tranche BG 003 8 December 2017 5.85 4,458
Series 1 Tranche FG 004 8 December 2017 6.00 10,031
Series 1 Tranche BG 004 8 December 2017 5.92 6,687
26,748
The medium term notes are secured by way of:
(i) bank guarantee from two financial institutions in respect of the BG Tranches;
(ii) financial guarantee insurance policy from Danajamin Nasional Berhad ("Danajamin") in respect to the FG
Tranches;
(iii) a first fixed and floating charge over the present and future assets and properties of Silver Sparrow Berhad
and ICSD Ventures Sdn. Bhd. by way of a debenture;
(iv) a third party first legal fixed charge over ICSD Ventures Sdn. Bhd.'s assets and land;
(v) a corporate guarantee by Aseana Properties Limited;
(vi) letter of undertaking from Aseana Properties Limited to provide financial and other forms of support to ICSD
Ventures Sdn. Bhd. to finance any cost overruns associated with the development of the Sandakan Harbour Square;
(vii) assignment of all its present and future rights, interest and benefits under the ICSD Ventures Sdn. Bhd.'s Put
Option Agreements in favor of Danajamin, Malayan Banking Berhad and OCBC Bank (Malaysia) Berhad (collectively as "the
guarantors") where once exercised, the sale and purchase of HMS and FPSS shall take place in accordance with the provision
of the Put Option Agreement; and the proceeds from HMS and FPSS
will be utilised to repay the MTNs;
(viii) assignment over the disbursement account, revenue account, operating account, sale proceed account, debt
service reserve account and sinking fund account of Silver Sparrow Berhad; revenue account of ICSD Venture Sdn. Bhd. and
escrow account of Ireka Land Sdn. Bhd.;
(ix) assignment of all ICSD Ventures Sdn. Bhd's present and future rights, title, interest and benefits in and under
the insurance policies; and
(x) a first legal charge over all the shares of Silver Sparrow Berhad, ICSD Ventures Sdn. Bhd. and any dividends,
distributions and entitlements.
24 Related Party Transactions
Transactions between the Group and the Company with Ireka Corporation Berhad ("ICB") and its group of companies are
classified as related party transactions based on ICB's 23.07% shareholding in the Company.
Related parties also include key management personnel defined as those persons having authority and responsibility for
planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel
includes all the Directors of the Group, and certain members of senior management of the Group.
Group 2016US$'000 2015US$'000
ICB Group of CompaniesAccounting and financial reporting services fee charged by an ICB subsidiary 50 50
Advance payment to the contractors of an ICB subsidiary 1,591 833
Construction progress claims charged by an ICB subsidiary 9,960 6,423
Acquisition of SENI units by an ICB subsidiary - 2,008
Management fees charged by an ICB subsidiary 3,331 3,115
Marketing commission charged by an ICB subsidiary 248 281
Project staff costs reimbursed to an ICB subsidiary 2 289
Rental expenses charged by an ICB subsidiary - 4
Rental expenses paid on behalf of ICB 493 512
Secretarial and administrative services fee charged by an ICB subsidiary 50 50
Key management personnel
Remuneration of key management personnel - Directors' fees 297 317
Remuneration of key management personnel - Salaries 123 49
Transactions between the Group with other significant related parties are as follows:
2016 2015
Group US$'000 US$'000
Non-controlling interests
Advances - non-interest bearing 2,819 1,067
Capitalisation of amount due to non-
controlling interests as share capital - 1,440
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 2016 and 31 December 2015 are as
follows:
Group Note 2016US$'000 2015US$'000
Amount due from an ICB subsidiary for advance payment to its contractors (ii) 2,903 1,997
Amount due to an ICB subsidiary for construction progress claims charged (i) (928) (38)
Amount due from an ICB subsidiary for acquisition of SENI units (i) 1,760 1,840
Amount due (to)/from an ICB subsidiary for management fees (ii) (22) 25
Amount due to an ICB subsidiary for marketing commissions (ii) (13) (43)
Amount due to an ICB subsidiary for reimbursement of project staff costs (ii) - (24)
Amount due to an ICB subsidiary for rental expenses (ii) - (3)
Amount due from ICB for rental expenses paid on behalf (ii) 114 1,415
(i) These amounts are trade in nature and subject to normal trade terms.
(ii) These amounts are non-trade in nature and are unsecured, interest-free and repayable on demand.
The outstanding amounts due to the other significant related parties as at 31 December 2016 and 31 December 2015 are as
follows:
2016 2015
US$'000 US$'000
Non-controlling interests
Advances - non-interest bearing (Note 21) (12,573) (10,014)
Transactions between the parent company and its subsidiaries are eliminated in these consolidated financial statements.
25 Business COMBINATION
Change in equity interest in subsidiaries
During the financial year, the Group increased its equity interest in Shangri-La Healthcare Investment Pte Ltd ("SHIPL")
from 79.76% to 81.50% (2015: 75.38% to 79.76%) arising from an issue of new shares in the subsidiary for cash consideration
of US$4.3 million. Consequently, the Company's effective equity interest in Hoa Lam - Shangri-La Healthcare Ltd Liability
Co, City International Hospital Co Ltd, Hoa Lam - Shangri-La 3 Ltd Liability Co, Hoa Lam - Shangri-La 5 Ltd Liability Co
and Hoa Lam - Shangri-La 6 Ltd Liability Co, subsidiaries of SHIPL, increased to 72.35% (2015: 71.13%).
The Group recognised an increase in non-controlling interests of US$477,000 (2015: US$585,000) and an increase in
accumulated losses of US$477,000 (2015: US$585,000) resulting from the increase in equity interest in the above
subsidiaries. The transaction was accounted for using the acquisition method of accounting.
26 DIVIDEND
The Company has not paid or declared any dividends during the financial year ended 31 December 2016.
27 cOMMITMENTS AND Contingencies
The Group and Company do not have any contingencies at the statement of financial position date except as follows:
Debt service reserve account
Under the par down medium term notes programme of up to US$26.748 million, Silver Sparrow Berhad ("SSB") had opened a
Ringgit Malaysia debt service reserve account ("DSRA") and shall ensure that an amount equivalent to RM30.0 million
(US$6.69 million) (the "Minimum Deposit") be maintained in the DSRA at all times. The amount is disclosed as deposits
pledged. 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.
28 event after statement of financial position date
On 4 January 2017, the Shareholders of the Company at an Extraordinary General Meeting approved a proposal to return
US$10,000,500 or US$0.75 per share for 13,334,000 shares representing 6.29 per cent of the Company's share capital to
Shareholders through N+1 Singer. The capital distribution was completed on 10 January 2017 and the repurchased shares of
13,334,000 are currently held as Treasury Shares. The issued and paid up share capital of the Company remains unchanged at
212,025,002.
29 prior year restatement
In the previous financial year, the Group disposed of its 55% interest in ASPL PLB-Nam Long Limited Liability Co. ("ASPL
PLB-Nam Long"), a subsidiary of the Group, who is the developer of the Waterside Estates residential project in Vietnam, to
Nam Long Investment Corporation ("Nam Long") and Nam Khang Construction Investment Development Limited Liability Company
("Nam Khang") for a cash consideration of US$8.2 million.
As the Group is principally a property developer, the disposal of ASPL PLB-Nam Long represents a disposal of the Waterside
Estates residential project. Accordingly, the Group has more appropriately reflected the disposal of ASPL PLB-Nam Long as a
disposal of the Group's inventory, the Waterside Estates residential project. Thus reflecting the transaction as revenue
from sale of the inventory with the relevant costs being recognised as its cost of sales, instead of gain on disposal of a
subsidiary which was reflected in the previous year's financial statements.
The cash generated from Operating profit/(loss) before changes in working capital has been adjusted by the gain on
disposal of subsidiary of US$675,000, this has now been reflected into changes in working capital in net cash from
operating activities rather than Operating profit/(loss) before changes in working capital as previously stated. The
operating cash flows have been adjusted by the net cash outflows on disposal, which was made up of proceeds received in
2015 (US$1,517,000), offset by the cash and cash equivalents disposed of (US$1,663,000), this has been reflected in net
cash from operating activities rather than net cash from investing activities as previously stated.
The effects of restatement are disclosed below:
Group
31.12.2015
As restated As previously stated
US$'000 US$'000
Consolidated statement of comprehensive income
Revenue 30,323 22,096
Cost of sales (29,164) (21,612)
Other income 28,886 29,561
Consolidated statement of cash flows
Operating profit/(loss) before changes in working capital (6,248) (6,923)
Cash generated from operations (before interest and tax paid) 4,320 4,466
Net cash used in operating activities (11,032) (10,886)
Net cash from investing activities 9,005 8,859
The comparatives in notes 3, 5 and 6 to the financial statements were restated to reflect the above.
The restatement had no impact on the profit for the financial year or the total assets or total equity or net cash flow for
any of the periods presented of the Group.
30 REPORT CIRCULATION
Copies of the Annual Report and Financial Statements will be sent to shareholders for approval at the Annual General
Meeting ("AGM") to be held on 3 July 2017.
Principal Risks and Uncertainties
The Group's business is property development in Malaysia and Vietnam. Its principal risks are therefore related to the
property market in these countries in general, and also the particular circumstances of the property development projects
it is undertaking. More detailed explanations of these risks and the way they are managed are contained under the heading
of Financial and Capital Risk Management Objectives and Policies in the Annual Report.
Other risks faced by the Group in Malaysia and Vietnam include the following:
Economic Inflation, economic recessions and movements in interest rates could affect property development activities.
Strategic Incorrect strategy, including sector and geographical allocations and use of gearing, 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 Development Manager's accounting system and disruption to the Development Manager's business, or that of a third party service providers, could lead to an inability to provide accurate reporting and monitoring leading to a loss of shareholders' confidence.
Financial Inadequate controls by the Development Manager or third party service providers could lead to 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.
Going Concern Failure of property development projects due to poor sales and collection, construction delay, inability to secure financing from banks may result in inadequate financial resources to continue operational existence and to meet financial liabilities and commitments.
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 countries that it operates in
and the management of the Group's property development portfolio. Details of the Group's internal controls are described in
the Annual Report.
RESPONSIBILITY STATEMENT
The Directors of the Group and the Company confirm that to the best of their knowledge that:
(a) the consolidated financial statement have been prepared in accordance with International Financial Reporting
Standards, including International Accounting Standards and Interpretations adopted by the International Accounting
Standards Board; and
(b) the sections of this Report, including the Chairman's Statement, Development Manager's Review, Financial Review
and Principal Risks and Uncertainties, which constitute the management report include a fair review of all information
required to be disclosed by the Disclosure and Transparency Rules 4.1.8 to 4.1.11 issued by the Financial Services
Authority of the United Kingdom.
On behalf of the Board
Mohammed Azlan Hashim Christopher Henry Lovell
Director Director
26 April 2017
This information is provided by RNS
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