Picture of Aseana Properties logo

ASPL Aseana Properties News Story

0.000.00%
gb flag iconLast trade - 00:00
FinancialsSpeculativeMicro CapNeutral

REG - Aseana Prop Ltd - Half-Year Results

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220915:nRSO4914Za&default-theme=true

RNS Number : 4914Z  Aseana Properties Limited  15 September 2022

15 September 2022

 

Aseana Properties Limited

("Aseana", the "Company" or, the "Group")

 

Half-Year Results for the Six Months Ended 30 June 2022

 

Aseana Properties Limited (LSE: ASPL), a property developer with investments
in Malaysia and Vietnam listed on the Main Market of the London Stock
Exchange, announces its unaudited half-year results for the six-month period
ended 30 June 2022.

 

Operational highlights:

 

· The COVID-related Movement Control Order ("MCO") in Malaysia was
officially lifted on 3 January 2022 with borders reopening to non-residents on
1 April 2022.  The RuMa Hotel has achieved 32% occupancy in the first six
months of 2022 and continues to improve its performance.  Losses for the
period ending 30 June 2022 were approximately RM 2.0 million due to a slower
than expected recovery.

· The RuMa Residences achieved approximately 71% sales to date based on
sales completed of the 199 residential units.

· The Guaranteed Rental Return ("GRR") payment to the hotel unit owners was
reinstated in July 2022.  The Group has provisioned RM 14.2 million for the
GRR payment postponed during the period when the hotel was forced to shut down
due to the COVID-related MCO enforcement.

· In the first half year of 2022, The Harbour Mall Sandakan performance has
exceeded expectations with occupancy rates at about 96%.  Financial
performance through 30 June 2022 is on target.

· On 28 February 2022, the Group completed its sale of its Vietnam assets
comprising the City International Hospital and the adjacent International
Healthcare Park in Ho Chi Minh City.

· As reported in our Annual Report published 28 April 2022, it is expected
that the Group would be financed via the sale of the remaining units of
residential inventories at The RuMa Hotel & Residences in West Malaysia,
and through the disposal of the Sandakan hotel asset (formerly Four Points
Sheraton Sandakan Hotel), the Harbour Mall Sandakan and the RuMa Hotel.  The
Divestment Team has been actively seeking for potential purchasers.

 

 

Financial highlights:

 

· Other Income of US$4.0 million (H1 2021 (re-presented): US$2.1 million)

· Loss before tax from continuing operations of US$12.5 million (H1 2021
(re-presented): loss of US$1.4 million) which includes certain non-recurring
expenses such as the provision of the Ruma Guaranteed Rental Return of US$3.3
million, a foreign exchange loss of US$2.7 million due to the appreciation of
the US Dollars, a loss on asset value of the sold Vietnamese assets of US$3.8
million and operating expenses associated with that divestment of
approximately US$1.1 million.

· Loss after tax from continuing operations of US$12.8 million (H1 2021
(re-presented): loss of US$1.4 million)

· Loss for the period of US$12.8 million (H1 2021 (re-presented): loss of
US$3.3 million)

· Total comprehensive loss of US$14.5 million (H1 2021 (re-presented): loss
of US$6.6 million)

· Net asset value of US$79.5 million (31 December 2021 (audited): US$92.7
million) or US$0.40 per share (31 December 2021 (audited): US$0.47 per share)

 

Events After Statement of Financial Position Date:

 

On 3 August 2022, the Group terminated the conditional agreement dated 9
September 2021 for the sale of the remaining 58 residential units at The RuMa
Hotel and Residences as a result of certain conditions in the agreement that
had not been met.

 

Commenting on the results, Nick Paris, Chairman of Aseana, said:

 

"The first half results of 2022 reflect the continued challenging market
conditions and the slower than expected recovery from the negative impact of
COVID-19, the economic impacts from the conflict in Ukraine, the on-going
COVID-19 restrictions in China and monetary tightening across most central
banks in the face of inflationary conditions.  Although the MCO was lifted on
3 January, the Malaysian borders were not reopened to non-residents until 1
April and therefore our hotel operations were negatively impacted.  The
Company continues to focus on improving operational performance of its assets,
increasing their value and actively marketing the assets to potential buyers
despite the macro challenges mentioned above and the illiquid nature of the
assets."

 

For further information:

 

 Aseana Properties Limited  Tel: 020 3325 7050
 Nick Paris (Chairman)      Email: nick.paris@limadvisors.com

 Grant Thornton UK LLP      Tel: 020 7728 2578
 Philip J Secrett           Email: philip.j.secrett@uk.gt.com

 

Notes to Editors:

 

London-listed Aseana Properties Limited (LSE: ASPL) is a property developer
with investments in Malaysia and Vietnam and is in the process of divesting
its remaining assets.

 

CHAIRMAN'S STATEMENT

 

Introduction

 

I am pleased to report on the results of Aseana Properties Limited and its
Group of companies for the six months ended 30 June 2022.

 

Interim Results for the Half Year ended 30 June 2022

 

Our interim results in this period continue to reflect the significant impact
of the COVID-19 virus on our various operating businesses.  Our operating
revenues continued to decline and despite significant ongoing cost cutting
initiatives, operating losses and cash outflows were inevitable due largely to
debt service payments.  The loss for the period for Aseana for the half year
increased to US$12.8 million (H1 2021 (re-presented): US$3.3 million) as
explained in the Financial Highlights, our net cash used in operating
activities was US$0.4 million (H1 2021 (re-presented): US$3.9 million) and our
cash balance at the end of the period was US$8.9 million (H1 2021
(re-presented): US$9.1 million) after further paydown of debt service.  The
loss which we are reporting for the six months ended 30 June 2022 has reduced
our Net Asset Value per Share from 47 US cents at 31 December 2021 to 40 US
cents (30 June 2021 (re-presented): 49 US cents).

 

Our Business Focus and Recent Property Divestments

 

The business focus for the Group is to continue improving the operational
performance of our remaining assets in order to preserve our cash balances
thereby increasing the value of these assets in conjunction with the ongoing
divestment process.

 

In Vietnam, the Group completed its sale of its Vietnam assets comprising the
City International Hospital and the adjacent International Healthcare Park in
Ho Chi Minh City, through disposal of the relevant subsidiaries on 28 February
2022.  The majority of the proceeds were used to pay down debt.

 

In addition, further sale discussions are underway on some of our other
remaining assets. Our aim continues to be to seek asset sales in a controlled,
orderly and timely manner, to pay down remaining debts and then to return
surplus sale proceeds to our shareholders. Due to the current difficult
economic environment and the inherent nature of the remaining illiquid assets,
the Board will remain open to assessing all options to meet the debt
obligations.

 

 

 

Acknowledgements

 

I would like to take this opportunity to thank my colleagues on the Board and
throughout our Group and our external advisors, bankers and service providers
for their tireless efforts on behalf of the Group and its Shareholders.

 

This has been another very challenging period in the corporate life of Aseana
but with our recently announced divestments and the continuous efforts to sell
the remaining assets, I believe that we are heading into the final stages of
the life of the Company.

 

 

 

 

 

NICK PARIS

Chairman

 

15 September 2022

 

 

 

PROPERTY PORTFOLIO AS AT 30 JUNE 2022

 

 

 Project                                         Type                                                                           Effective Ownership  Approximate Gross  Approximate Land Area

                                                                                                                                                      Floor Area        (sq m)

                                                                                                                                                     (sq m)
 Completed projects
 The RuMa Hotel and Residences                   Luxury residential tower and bespoke hotel                                     70.0%                40,000             4,000

 Kuala Lumpur, Malaysia
 Sandakan Harbour Square                         Retail lots, 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

 

*Shareholding as at 30 June 2022

n/a: Not available/ Not applicable

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

                                                             Unaudited         Unaudited         Audited
                                                      Notes  Six months ended  Six months ended  Year

ended
                                                             30 June           30 June

                                                                                                 31 December
                                                             2022              2021              2021
 Continuing activities                                       US$'000           US$'000            US$'000
                                                                               Re-presented
 Revenue                                              3      -                 516               595
 Cost of sales                                        5      -                 (416)             (318)
 Gross profit                                                -                 100               277
 Other income                                                4,006             2,100             5,677
 Administrative expenses                                     (1,833)           (357)             (1,408)
 Foreign exchange (loss)/gain                         6      (2,703)           856               345
 Loss on disposal of subsidiaries                            (3,752)           -                 -
 Other operating expenses                                    (7,524)           (3,168)           (6,826)
 Operating loss                                              (11,806)          (469)             (1,935)
 Finance income                                              981               1,398             710
 Finance costs                                               (1,718)           (2,274)           (3,621)
 Net finance costs                                           (737)             (876)             (2,911)
 Net loss before taxation                                    (12,543)          (1,345)           (4,846)
 Taxation                                             7      (274)             (38)              (141)
 Loss for the period/year from continuing operations         (12,817)          (1,383)           (4,987)
 Discontinued operations
 Loss for the period/year                                    -                 (1,875)           (3,087)

from discontinued operations
 Loss for the period/year                                    (12,817)          (3,258)           (8,074)

Other comprehensive income/(loss), net of tax

Items that are or may be reclassified subsequently to profit or loss

 Foreign currency translation differences      (1,647)   (3,316)  (3,584)

for foreign operations
 Total other comprehensive                     (1,647)   (3,316)  (3,584)

loss for the period/year
 Total comprehensive loss                      (14,464)  (6,574)  (11,658)

for the period/year

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONT'D)

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

                                                                                       Unaudited         Unaudited         Audited
                                                                                Notes  Six months ended  Six months ended  Year

ended
                                                                                       30 June           30 June

                                                                                                                           31 December
                                                                                       2022              2021              2021
                                                                                       US$'000           US$'000            US$'000
                                                                                                         Re-presented
 Loss attributable to:

 Equity holders of the parent company
 Loss for the period/year                                                              (11,314)          (701)             (3,850)

from continuing operations
 Loss for the period/year                                                              -                 (1,032)           (1,632)

from discontinued operations
 Loss for the period/year attributable to equity holders of the parent company         (11,314)          (1,733)           (5,482)

 Non-controlling interests
 Loss for the period/year                                                              (1,503)           (682)             (1,137)

from continuing operations
 Loss for the period/year                                                              -                 (843)             (1,455)

from discontinued operations
 Loss for the period/year attributable to non-controlling interests                    (1,503)           (1,525)           (2,592)
 Loss for the period/year                                                              (12,817)          (3,258)           (8,074)

 Total comprehensive loss

attributable to:

 Equity holders of the parent company
 Total comprehensive loss                                                              (13,145)          (2,646)           (5,960)

from continuing operations
 Total comprehensive loss                                                              -                 (2,044)           (2,719)

from discontinued operations
 Total comprehensive loss attributable to equity holders of the parent company         (13,145)          (4,690)           (8,679)

 Non-controlling interests
 Total comprehensive loss                                                              (1,319)           (627)             (1,080)

from continuing operations
 Total comprehensive loss                                                              -                 (1,257)           (1,899)

from discontinued operations
 Total comprehensive loss attributable to non-controlling interests                    (1,319)           (1,884)           (2,979)
 Total comprehensive loss                                                              (14,464)          (6,574)           (11,658)

for the period/year

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONT'D)

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

                                                 Unaudited         Unaudited         Audited
                                          Notes  Six months ended  Six months ended  Year

ended
                                                 30 June           30 June

                                                                                     31 December
                                                 2022              2021              2021
                                                 US$'000           US$'000            US$'000
                                                                   Re-presented

 Loss per share

 Basic and diluted (US cents)
      - from continuing operations               (5.69)            (0.35)            (1.94)
      - from discontinued operations             -                 (0.52)            (0.82)
                                                 (5.69)            (0.87)            (2.76)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2022

 

                                                 Unaudited  Unaudited     Audited
                                          Notes  As at      As at         As at

                                                 30 June    30 June       31 December
                                                 2022       2021          2021
                                                  US$'000   US$'000       US$'000
                                                            Re-presented
 Non-current assets
 Property, plant and equipment                   82         106           104
 Intangible assets                               578        578           578
 Right of use                                    -          17            1
 Deferred tax assets                             4,707      4,944         4,979
 Total non-current assets                        5,367      5,645         5,662

 Current assets
 Inventories                                     140,344    160,715       147,048
 Trade and other receivables                     13,252     14,289        13,540
 Prepayments                                     498         354          496
 Current tax assets                              476         923          781
 Assets held for sale                            -          108           14,466
 Cash and cash equivalents                       8,849       9,083        7,114
 Total current assets                            163,419    185,472       183,445

 TOTAL ASSETS                                    168,786    191,117       189,107

 Equity
 Share capital                                   10,601      10,601       10,601
 Share premium                                   208,925     208,925      208,925
 Capital redemption reserve                      1,899       1,899        1,899
 Translation reserve                             (24,683)   (22,612)      (22,852)
 Accumulated losses                              (117,229)  (102,166)     (105,915)
 Shareholders' equity                            79,513     96,647        92,658
 Non-controlling interests                       (3,871)    (8,761)       (1,678)
 Total equity                                    75,642     87,886        90,980

 Non-current liabilities
 Trade and other payables                        36,246     38,508        38,339
 Total non-current liabilities                   36,246     38,508        38,339

 Current liabilities
 Trade and other payables                        22,986     6,709         13,824
 Amount due to non-controlling interests         1,169      11,588        1,952
 Loans and borrowings                     9      1,589      2,978         1,695
 Medium term notes                        10     31,154      43,448       42,317
 Total current liabilities                       56,898     64,723        59,788

 Total liabilities                               93,144     103,231       98,127

 TOTAL EQUITY AND LIABILITIES                    168,786    191,117       189,107

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2022 - UNAUDITED

 

                                       Redeemable Ordinary Shares  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
 1 January 2022                        10,601                      -                  208,925        1,899                       (22,852)             (105,915)           92,658                                                     (1,678)                     90,980
 Loss for the period                   -                           -                  -              -                           -                    (11,314)            (11,314)                                                   (1,503)                     (12,817)
 Total other comprehensive loss        -                           -                  -              -                           (1,831)              -                   (1,831)                                                    184                         (1,647)
 Total comprehensive loss              -                           -                  -              -                           (1,831)              (11,314)            (13,145)                                                   (1,319)                     (14,464)
 Disposal of subsidiaries                                                                                                                                                                                                            (874)                       (874)
 Shareholders' equity at 30 June 2022  10,601                      -#                 208,925        1,899                       (24,683)             (117,229)           79,513                                                     (3,871)                     75,642

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2021 - UNAUDITED

 

                                       Redeemable Ordinary Shares  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
 1 January 2021 (re-presented)          10,601                      -                  208,925        1,899                      (19,655)             (100,433)            101,337                                                   (6,877)                     94,460
 Loss for the period                   -                           -                  -              -                           -                    (1,733)             (1,733)                                                    (1,525)                      (3,258)
 Total other comprehensive loss        -                           -                  -              -                           (2,957)              -                   (2,957)                                                    (359)                        (3,316)
 Total comprehensive loss              -                           -                  -              -                           (2,957)              (1,733)             (4,690)                                                    (1,884)                     (6,574)
 Shareholders' equity at 30 June 2021   10,601                     -#                 208,925        1,899                       (22,612)             (102,166)            96,647                                                    (8,761)                      87,886

 (re-presented)

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2021 - audited

 

 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 2020 (re-presented)               10,601                      -                  208,925        1,899                       (21,644)             (90,135)             109,646                                                   (3,848)                     105,798
 Changes in ownership interests in subsidiaries         -                           -                  -              -                           -                    (38)                (38)                                                       38                          -
 Non-controlling interests contribution                 -                           -                  -              -                           -                    (10,260)            (10,260)                                                   (3,256)                     (13,516)
 Loss for the year                                      -                           -                  -              -                           1,889                -                   1,889                                                      189                         2,078
 Total other comprehensive loss for the year            -                           -                  -              -                           1,889                (10,260)            (8,371)                                                    (3,067)                     (11,428)
 Total comprehensive loss for the year                                                                                                            100                  -                   100                                                        -                           100
 As at 31 December 2020/ 1 January 2021 (re-presented)  10,601                      -#                 208,925         1,899                      (19,655)             (100,433)           101,337                                                    (6,877)                     94,460

 Changes in ownership interests in subsidiaries         -                           -                  -              -                           -                    -                   -                                                          (341)                       (341)
 Non-controlling interests contribution                 -                           -                  -              -                           -                    -                   -                                                          8,519                       8,519
 Loss for the year                                      -                           -                  -              -                           -                    (5,482)             (5,482)                                                    (2,592)                     (8,074)
 Total other comprehensive loss for the year            -                           -                  -              -                           (3,197)              -                   (3,197)                                                    (387)                       (3,584)
 Total comprehensive loss for the year                  -                           -                  -              -                           (3,197)              -                   (8,679)                                                    (2,979)                     (11,658)

 Shareholders' equity at 31 December 2021               10,601                      -#                 208,925        1,899                       (22,852)             (105,915)           92,658                                                     (1,678)                     90,980

 

# Represents 2 management shares at US$0.05 each

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

                                                                       Unaudited   Unaudited     Audited
                                                                       Six months  Six months    Year
                                                                       ended       ended         ended

                                                                       30 June     30 June       31 December
                                                                       2022        2021          2021
                                                                       US$'000     US$'000       US$'000
                                                                                   Re-presented
 Cash Flows from Operating Activities
 Loss before taxation
 - Continuing operations                                               (12,543)    (1,345)       (4,846)
 - Discontinued operation                                              -           (1,875)       (3,087)

 Finance income                                                        (981)       (1,399)       (710)
 Finance costs                                                         1,718       4,311         3,621
 Loss on disposal of subsidiaries                                      3,752       -             -
 Unrealised foreign exchange gain/(loss)                               2,650       853           (346)
 Depreciation of property, plant and equipment and right-of-use asset  30          187           207
 Operating (loss)/profit before changes in working capital             (5,374)     732           (5,161)
 Changes in working capital:
 Decrease/(increase) in inventories                                    1,643       (753)         4,660
 (Increase)/decrease in trade and other receivables and prepayments    (441)       875           (3,341)
 Increase/(decrease) in trade and other payables                       5,469       (443)         (2,324)
 Cash generated from/(used in) operations                              1,297       411           (6,166)
 Interest paid                                                         (1,715)     (4,299)       (3,618)
 Tax paid                                                              (3)         (36)          (46)

 Net cash used in operating activities                                 (421)       (3,924)       (9,830)

 Cash Flows from Investing Activities
 Purchase of property, plant and                                       (12)        (14)          (42)

equipment
 Proceeds from disposal of subsidiaries                                10,045      -             -
 Finance income received                                               981         1,399         710

 Net cash from investing activities                                    11,014      1,385         668

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

                                                                          Unaudited   Unaudited     Audited
                                                                          Six months  Six months    Year
                                                                          ended       ended         ended

                                                                          June        30 June       31 December
                                                                          2022        2021          2021
                                                                          US$'000     US$'000       US$'000
                                                                                      Re-presented
 Cash Flows From Financing Activities
 Advances (from)/to non-controlling interests                             (697)       303           121
 Issuance of ordinary share of subsidiaries to non-controlling interests  -           -             8,519
 Repayment of finance lease liabilities                                   (155)       (227)         (163)
 Repayment of loans and borrowings                                        (9,133)     -             -
 Drawdown of loans and borrowings and Medium Term notes                   -           5,806         3,559

 Net cash (used in)/from financing activities                             (9,985)     5,881         12,036

 Net changes in cash and cash equivalents during the period/year          608         3,342         2,874
 Effect of changes in exchange rates                                      1,127       (207)         (1,148)
 Cash and cash equivalents at the beginning of the period/year (i)        7,114       5,948         5,388
 Cash and cash equivalents at the end of the period/year (i)              8,849       9,083         7,114

 

(i)      Cash and Cash Equivalents

Cash and cash equivalents included in the consolidated statement of cash flows
comprise the following consolidated statement of financial position amounts:

 

                              Unaudited   Unaudited     Audited
                              Six months  Six months    Year
                              ended       ended         ended

                              June        30 June       31 December
                              2022        2021          2021
                              US$'000     US$'000       US$'000
                                          Re-presented
 Cash and bank balances       6,405       6,622         4,644
 Short term bank deposits     2,444       2,461         2,470
                              8,849       9,083         7,114
 Less: Deposits pledged (ii)  (2,312)     (2,174)       (2,470)
 Cash and cash equivalents    6,537       6,909         4,644

 

(ii)     Included in short term bank deposits and cash and bank balance is
US$2,312,000 (31 December 2021: US$2,470,000; 30 June 2021: US$2,174,000)
pledged for loans and borrowings and Medium Term Notes of the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

1    GENERAL INFORMATION

 

The principal activities of the Group are the sale of development land and the
operation and sale of hotels, and a shopping mall in Malaysia, and a hospital
in Vietnam.

 

2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

2.1     BASIS OF PREPARATION

 

The interim condensed consolidated financial statements for the six months
ended 30 June 2022 have been prepared in accordance with IAS 34, Interim
Financial Reporting.

 

The interim condensed consolidated financial statements should be read in
conjunction with the annual financial statements for the year ended 31
December 2021 which have been prepared in accordance with IFRS.

 

Taxes on income in the interim period are accrued using the tax rate that
would be applicable to expected total annual earnings.

 

The interim results have not been audited nor reviewed and do not constitute
statutory financial statements.

 

The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of expenses during the reporting period.  Although these estimates
are based on management's best knowledge of the amount, event or actions,
actual results ultimately may differ from those estimates.

 

The accounting policies applied are consistent with those of the annual
financial statements for the year ended 31 December 2021 as described in those
annual financial statements.

 

The interim report and financial statements were approved by the Board of
Directors on 14 September 2022.

 

 

3    SEGMENTAL INFORMATION

 

Segmental information represents the level at which financial information is
reported to the Board of Directors, being the chief operating decision makers
as defined in IFRS 8.  The Directors determine the operating segments based
on reports reviewed and used by their staff for strategic decision making and
resource allocations.  For management purposes, the Group is organised into
project units.

 

The Group's reportable operating segments are as follows:

(i)       Investment Holding Companies - investing activities;

(ii)      Ireka Land Sdn. Bhd. - developed Tiffani ("Tiffani") by i-ZEN;

(iii)     ICSD Ventures Sdn. Bhd. - owns and operates the Harbour Mall
Sandakan ("HMS") and the Sandakan hotel asset ("SHA", formerly Four Points by
Sheraton Sandakan Hotel);

(iv)     Amatir Resources Sdn. Bhd. - developed the SENI Mont' Kiara
("SENI");

(v)      The RuMa Hotel KL Sdn. Bhd. - operates the RuMa Hotel; and

(vi)     Urban DNA Sdn. Bhd. - developed and owns the RuMa Hotel and
Residences ("The RuMa")

 

Other non-reportable segments comprise the Group's other development
projects.  None of these segments meets any of the quantitative thresholds
for determining reportable segments in 2022 and 2021.

 

Information regarding the operations of each reportable segment is included
below.  The Board of Directors monitors the operating results of each segment
for the purpose of performance assessments and making decisions on resource
allocation.  Performance is based on segment gross profit/(loss) and
profit/(loss) before taxation, which the Directors believes are the most
relevant in evaluating the results relative to other entities in the
industry.  Segment assets presented inclusive of inter-segment balances and
inter-segment pricing is determined on an arm's length basis.

 

The Group's revenue generating development projects are located in Malaysia
and Vietnam.

3        SegmentAL Information (cont'd)

 

Operating Segments ended 30 June 2022 - Unaudited

 

                                                        Investment Holding Companies  Ireka            ICSD Ventures Sdn. Bhd.  Amatir Resources Sdn. Bhd.  The RuMa Hotel KL Sdn. Bhd.  Urban       Total

Land Sdn. Bhd.

                                                                                                                                                                                         DNA

                                                                                                                                                                                         Sdn. Bhd.
                                                        US$'000                       US$'000          US$'000                  US$'000                     US$'000                      US$'000     US$'000
 Segment (loss)/profit before taxation                  (5,348)                       (7)              (219)                    187                         (3,784)                      (1,222)     (10,393)
 Included in the measure of segment (loss)/profit are:
 Revenue                                                -                             -                -                        -                           -                            -           -
 Cost of sales                                          -                             -                -                        -                           -                            -           -
 Revenue from hotel operations                          -                             -                -                        -                           2,721                        -           2,721
 Revenue from mall operations                           -                             -                1,084                    -                           -                            -           1,084
 Expenses from hotel operations                         -                             -                (127)                    -                           (3,136)                      -           (3,263)
 Expenses from mall operations                          -                             -                (636)                    -                           -                            -           (636)
 Depreciation of property, plant and equipment          -                             -                (4)                      -                           (26)                         -           (30)
 Finance costs                                          -                             -                (623)                    (98)                        -                            (976)       (1,697)
 Finance income                                         682                           -                22                       255                         -                            -           959
 Segment assets                                         9,647                         60               56,175                   2,819                       891                          89,676      159,268
 Segment liabilities                                    418                           3                1,599                    2,556                       5,647                        50,266      60,489

 

 

3        SegmentAL Information (cont'd)

 

Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items

 

 Profit or loss                      US$'000
 Total loss for reportable segments  (10,393)
 Other non-reportable segments       (2,107)
 Finance income                      22
 Others                              (65)

 Consolidated loss before taxation   (12,543)

 

3        SegmentAL Information (conT'd)

 

Operating Segments ended 30 June 2021 - Unaudited (re-presented)

 

                                                        Continuing operations
                                                        Investment Holding Companies  Ireka            ICSD Ventures Sdn. Bhd.  Amatir Resources Sdn. Bhd.  The RuMa Hotel KL Sdn. Bhd.  Urban       Total continuing operations  Discontinued operations  Total

Land Sdn. Bhd.

                                                                                                                                                                                         DNA

                                                                                                                                                                                         Sdn. Bhd.
                                                        US$'000                       US$'000          US$'000                  US$'000                     US$'000                      US$'000     US$'000                      US$'000                  US$'000
 Segment (loss)/profit before taxation                  (1,665)                       -                (223)                    227                         (1,128)                      (1,143)     (3,932)                      (1,875)                  (5,807)
 Included in the measure of segment (loss)/profit are:
 Revenue                                                -                             -                -                         -                          -                            516         516                          -                         516
 Cost of sales                                          -                             -                -                        -                           -                            (416)       (416)                        -                        (416)
 Revenue from hotel operations                          -                             -                -                        -                           1,005                        -           1,005                        -                        1,005
 Revenue from mall operations                           -                             -                945                      -                           -                            -           945                          -                        945
 Revenue from hospital operations                       -                             -                -                        -                           -                            -           -                            5,574                    5,574
 Expenses from hotel operations                         -                             -                (27)                     -                           (1,967)                      -           (1,994)                                               (1,994)
 Expenses from mall operations                          -                             -                (636)                    -                           -                            -           (636)                                                 (636)
 Expenses from hospital operations                      -                             -                -                        -                           -                            -           -                            (5,304)                  (5,304)
 Depreciation of property, plant and equipment          -                             -                (26)                     -                           (139)                        -           (165)                        (16)                     (181)
 Finance costs                                          -                             -                (585)                    (102)                       -                            (869)       (1,556)                      (2,037)                  (3,593)
 Finance income                                         356                           -                22                       336                         -                            11          725                          1                        726
 Segment assets                                         5,104                         132              58,906                   3,192                       648                          103,929     171,911                      86,460                   258,371
 Segment liabilities                                    1,850                         3                1,806                    2,806                       2,091                        49,686      58,242                       77,443                   135,685

 

 

3        SegmentAL Information (cont'd)

 

Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items

 

 Profit or loss                      US$'000
 Total loss for reportable segments  (5,807)
 Other non-reportable segments       2,515
 Finance income                      673
 Others                              (601)

 Consolidated loss before taxation   (3,220)

 

 

 

3        SegmentAL Information (cont'd)

 

Operating Segments - Year ended 31 December 2021 - Audited

                                                        Continuing operations
                                                        Investment Holding Companies  Ireka Land Sdn. Bhd.  ICSD Ventures Sdn. Bhd.  Amatir Resources Sdn. Bhd.  The RuMa Hotel KL Sdn. Bhd.  Urban       Total continuing operations  Discontinued operations  Total

                                                                                                                                                                                              DNA

                                                                                                                                                                                              Sdn. Bhd.
                                                        US$'000                       US$'000               US$'000                  US$'000                     US$'000                      US$'000     US$'000                      US$'000                  US$'000
 Segment (loss)/profit before taxation                  (3,113)                       (2)                   (580)                    360                         (1,637)                      (2,030)     (7,003)                      (3,087)                  (10,089)
 Included in the measure of segment (loss)/profit are:
 Revenue                                                -                             -                     -                        -                           -                            595         595                          -                        595
 Other income from hotel operations                     -                             -                     -                        -                           2,679                        -           2,679                        -                        2,679
 Other income from mall operations                      -                             -                     2,007                    -                           -                            -           2,007                        -                        2,007
 Other income from hospital operations                  -                             -                     -                        -                           -                            -           -                            12,768                   12,768
 Expenses from hotel operations                         -                             -                     (255)                    -                           (4,042)                      -           (4,297)                      -                        (4,297)
 Expenses from mall operations                          -                             -                     (1,072)                  -                           -                            -           (1,072)                      -                        (1,072)
 Expenses from hospital operations                      -                             -                     -                        -                           -                            -           -                            (11,144)                 (11,144)
 Depreciation of property, plant and equipment          -                             -                     (43)                     -                           (164)                        -           (207)                        -                        (207)
 Finance costs                                          (172)                         -                     (1,290)                  (203)                       (2)                          (1,909)     (3,576)                      (5,358)                  (8,934)
 Finance income                                         -                             -                     45                       600                         -                            20          665                          335                      1,000
 Segment assets                                         6,837                         78                    58,322                   3,212                       703                          95,243      164,395                      100,812                  265,207
 Segment liabilities                                    3,659                         3                     1,589                    2,785                       1,824                        44,246      54,106                       86,347                   140,453

 

 

 

 

3        Segmental Information (cont'd)

 

Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items

 

 Profit or loss                      US$'000
 Total loss for reportable segments  (7,003)
 Other non-reportable segments       2,157
 Finance income                      (45)
 Others                              45

 Consolidated loss before taxation   (4,846)

 

 

 

 

3        SegmentAL Information (cont'd)

 

Six months ended 30 June 2022 - Unaudited

 

 US$'000                        Revenue  Depreciation  Finance  Finance  Segment  Segment liabilities  Addition to non-current assets

costs
income
assets
 Total reportable segment       -        (30)          (1,696)  959      159,268  60,489               12
 Other non-reportable segments  -        -             (22)     22       9,518    32,655               -
 Consolidated total             -        (30)          (1,718)  981      168,786  93,144               12

 

 

3        SegmentAL Information (cont'd)

 

Six months ended 30 June 2021 - Unaudited (Re-presented)

 

 US$'000                        Revenue  Depreciation  Finance  Finance  Segment  Segment liabilities  Addition to non-current assets

costs
income
assets
 Total reportable segment       516      (165)         (1,556)  725      171,911  58,242               15
 Other non-reportable segments  -        (22)          (162)    674      19,206   44,989               -
 Consolidated total             516      (187)         (1,718)  1,399    191,117  103,231              15

 

 

3        SegmentAL Information (cont'd)

 

Six months ended 31 December 2021 - Audited

 

 US$'000                        Revenue  Depreciation  Finance  Finance  Segment  Segment liabilities  Addition to non-current assets

costs
income
assets
 Total reportable segment       595      (207)         (3,576)  665      164,395  54,106               42
 Other non-reportable segments  -        109           (45)     45       24,712   44,021               -
 Consolidated total             595      (98)          (3,621)  710      189,107  98,127               42

 

 

3        Segmental Information (cont'd)

 

Geographical Information - six months ended 30 June 2022 - Unaudited

 

                                 Malaysia
                                 US$'000
 Revenue                         -
 Non-current assets              5,367

 

Geographical Information - six months ended 30 June 2021 - Unaudited
(re-presented)

 

                     Continuing operations
                     Malaysia               Total continuing operations  Discontinued operation  Total
                     US$'000                US$'000                      US$'000                 US$'000
 Revenue             516                    516                          -                       516
 Non-current assets  9,164                  9,164                        422                     9,586

 

Geographical Information - year ended 31 December 2021 - Audited

 

                     Continuing operations
                     Malaysia               Total continuing operations  Discontinued operation  Consolidated
                     US$'000                US$'000                      US$'000                 US$'000
 Revenue             1,329                  1,329                        -                       1,329
 Non-current assets  5,970                  5,970                        3,963                   9,933

 

In the financial period/year ended 30 June 2022; 30 June 2021; 31 December
2021, no single customer exceeded 10% of the Group's total revenue.

 

4    SEASONALITY

 

The Group's business operations were not materially affected by seasonal
factors for the period under review but was negatively affected by the MCO in
Malaysia resulting from the COVID-19 pandemic.

 

 

5    COST OF SALES

 

                                Unaudited   Unaudited       Audited
                                Six months  Six months      Year
                                ended       ended           ended

                                30 June     30 June         31 December
                                2022        2021            2021
                                            (Re-presented)
                                US$'000     US$'000         US$'000
 Direct costs attributable to:
 Completed Units                -           416             318

 

6    FOREIGN EXCHANGE (LOSS)/GAIN

 

                                          Unaudited   Unaudited       Audited
                                          Six months  Six months      Year
                                          ended       ended           ended

                                          30 June     30 June         31 December
                                          2022        2021            2021
                                                      (Re-presented)
                                          US$'000     US$'000         US$'000
 Foreign exchange gain/(loss) comprises:
 Realised foreign exchange loss           (53)        3               (1)
 Unrealised foreign exchange gain/(loss)  (2,650)     853             346
                                          (2,703)     856             345

 

7    TAXATION

 

                                                 Unaudited   Unaudited       Audited
                                                 Six months  Six months      Year
                                                 ended       ended             ended

                                                 30 June     30 June         31 December
                                                 2022        2021            2021
                                                             (Re-presented)
                                                 US$'000     US$'000         US$'000
 Current tax expense                             274         38              189
 Deferred tax credit                             -           -               (48)
 Total tax expense/(income) for the period/year                              141

                                                 274         38

 

 

7        Taxation (Cont'd)

 

The numerical reconciliation between the income tax expense and the product of
accounting results multiplied by the applicable tax rate is computed as
follows:

                                                                                 Unaudited   Unaudited       Audited
                                                                                 Six months  Six months      Year
                                                                                 ended       ended           ended

                                                                                 30 June     30 June         31 December
                                                                                 2022        2021            2021
                                                                                             (Re-presented)
                                                                                 US$'000     US$'000         US$'000
                                                                                 (12,543)    (1,345)         (4,846)

 Net loss before taxation
 Income tax at rate of 24%                                                       (3,010)     (323)           (1,163)

 Add :
 Tax effect of expenses not deductible in determining taxable profit             2,486       309             1,666
 Current year losses and other tax benefits for which no deferred tax asset was  590         406             787
 recognised
 Tax effect of different tax rates in subsidiaries                               -           361             -
 Less :
 Tax effect of income not taxable in determining taxable profit                  (16)        (715)           (1,220)
 (Under)/over provision in respect of prior period/year                          224         -               71
 Total tax expense for the period/year                                           274         38              141

 

The applicable corporate tax rate in Malaysia is 24%.

 

The Company is treated as a tax resident of Jersey for the purpose of Jersey
tax laws and is subject to a tax rate of 0%.  The Company is also registered
as an International Services Entity so it does not have to charge or pay local
Goods and Services Tax.  The cost for this registration is £200 per annum.

 

The Directors intend to conduct the Group's affairs such that the central
management and control is not exercised in the United Kingdom and so that
neither the Company nor any of its subsidiaries carries on any trade in the
United Kingdom.  The Company and its subsidiaries will thus not be residents
in the United Kingdom for taxation purposes.  On this basis, they will not be
liable for United Kingdom taxation on their income and gains other than income
derived from a United Kingdom source.

 

8    LOSS PER SHARE

 

Basic and diluted loss per ordinary share

The calculation of basic and diluted loss per ordinary share for the
period/year ended was based on the loss attributable to equity holders of the
parent and a weighted average number of ordinary shares outstanding,
calculated as below:

 

                                                              Unaudited      Unaudited       Audited
                                                                Six months   Six months      Year
                                                              ended          ended           ended

                                                              30 June        30 June         31 December
                                                              2022           2021            2021
                                                                             (Re-presented)
 Loss attributable to equity holders of the parent (US$'000)
 - continuing operations                                      (11,314)       (701)           (3,850)
 - discontinued operations                                    -              (1,032)         (1,632)
                                                              (11,314)       (1,733)         (5,482)

 Weighted average number of shares                            198,691,000    198,691,000     198,691,000

 Loss per share
 Basic and diluted (US cents)
 - continuing operations                                      (5.69)         (0.35)          (1.94)
 - discontinued operations                                    -              (0.52)          (0.82)
                                                              (5.69)         (0.87)          (2.76)

 

 

 

9    LOANS AND BORROWINGS

 

                                Unaudited  Unaudited       Audited
                                As at      As at           As at

                                30 June    30 June         31 December
                                2022       2021            2021
                                US$'000    US$'000         US$'000
                                           (Re-presented)
 Current
 Bank loans                     1,589      2,936           1,681
 Finance lease liabilities      -          42              14
                                1,589      2,978           1,695

 

The effective interest rates on the bank loans and finance lease arrangement
for the period is 12% (30 June 2021 (re-presented): 12%; 31 December 2021:
12%) per annum respectively.

 

Borrowings are denominated in Malaysian Ringgit.

 

Bank loans are secured by land held for property development,
work-in-progress, operating assets of the Group, pledged deposits and some by
the corporate guarantee of the Company.

 

Reconciliation of movement of loans and borrowings to cash flows arising from
financing activities:

 

             As at 1   Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 30

January
June

2022
2022
 Unaudited   US$'000   US$'000           US$'000            US$'000                     US$'000
 Bank loans  1,681     -                 -                  (92)                        1,589

 

             As at 1          Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 30

January

June

2021
2021

             (Re-presented)                                                                    (Re-presented)
 Unaudited   US$'000          US$'000           US$'000            US$'000                     US$'000
 Bank loans  1,742            1,250             -                  (56)                        2,936

 

9        Loans and Borrowings (Cont'd)

 

             As at 1 January  Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 31 December

2021
2021
 Audited     US$'000          US$'000           US$'000            US$'000                     US$'000
 Bank loans  1,742            1,250             (1,250)            (61)                        1,681

 

                    As at 1 January  Repayment          Interest expenses  Foreign exchange movements  As at 30

2022
of lease payment

                                                                                                       June

                                                                                                       2022
 Unaudited          US$'000          US$'000            US$'000            US$'000                     US$'000
 Lease Liabilities  14               (13)               -                  (1)                         -

 

                    As at 1 January  Repayment          Interest expenses  Foreign exchange movements  As at 30

2021
of lease payment

                                                                 June
                    (Re-presented)

                                                                                                       2021

                                                                                                       (Re-presented)
 Unaudited          US$'000          US$'000            US$'000            US$'000                     US$'000
 Lease Liabilities  181              (227)              12                 77                          43

 

                    As at 1 January  Repayment          Interest expenses  Foreign exchange movements  As at 31 December 2021

2021
of lease payment
 Audited            US$'000          US$'000            US$'000            US$'000                     US$'000
 Lease Liabilities  181              (163)              3                  (7)                         14

 

10  MEDIUM TERM NOTES

 

                                      Unaudited  Unaudited  Audited
                                      As at      As at      As at
                                      30 June    30 June    31 December
                                      2022       2021       2021
                                                            (Re-presented)
                                      US$'000    US$'000    US$'000
 Outstanding medium term notes        31,154     43,609     42,317
 Net transaction costs                -          (161)      -
 Less:
 Repayment due within twelve months*  (31,154)   (43,448)   (42,317)
 Repayment due after twelve months    -          -          -

 

* Nil net transaction costs in relation to medium term notes due within twelve
months.  (30 June 2021: US$0.67 million; 31 December 2021: Nil)

 

 

10      Medium Term Notes (cont'd)

 

Reconciliation of movement of medium term notes to cash flows arising from
financing activities:

 

                     As at 1 January  Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 30

2022
June

 2022
 Unaudited           US$'000          US$'000           US$'000            US$'000                     US$'000
                     42,316           -                 (9,133)            (2,029)                     31,154

 Medium Term Notes

 

                     As at 1 January  Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 30

2021
June

2021
                     (Re-presented)

                                                                                                       (Re-presented)
 Unaudited           US$'000          US$'000           US$'000            US$'000                     US$'000
                     40,200           4,556             -                  (1,308)                     43,448

 Medium Term Notes

 

                     As at 1 January  Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 31 December 2021

2021
 Audited             US$'000          US$'000           US$'000            US$'000                     US$'000
                     40,200           3,559             -                  (1,443)                     42,316

 Medium Term Notes

 

The Medium Term Notes ("MTNs") were issued pursuant to a programme with a
tenor of ten (10) years from the first issue date of the notes.  The MTNs
were issued by a subsidiary, to fund two development projects known as
Sandakan Harbour Square and Aloft Kuala Lumpur Sentral ("AKLS") in Malaysia.

 

Following the completion of the sale of the AKLS by the Group in 2016, the net
adjusted price value for the sale of AKLS, which included the sale of the
entire issued share capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd.
(the "Aloft Companies") were used to redeem the MTN Series 2 and Series 3.
Following the completion of the disposal of AKLS, US$96.25 million (RM394.0
million) of MTN associated with the AKLS (Series 3) and the Four Points
Sheraton Sandakan (Series 2) were repaid on 19 August 2016.  The charge in
relation to AKLS was also discharged following the completion of the disposal.

 

The Group completed the "roll-over" for the remaining MTNs of US$24.43 million
which is due on 10 December 2020, and 2021; it is now repayable on 8 December
2022.  The MTNs are rated AAA.

 

Repayment of US$9.13 million (RM39.0 million) was made in the current
financial period.

 

 

10      Medium Term Notes (cont'd)

 

The weighted average interest rate of the MTN was 4.50% per annum at the
statement of financial position date.  The effective interest rates of the
MTN and their outstanding amounts are as follows:

 

                       Maturity Dates  Interest rate % per annum  US$'000
 Series 1 Tranche FGI  8 Dec 2022      4.50                       7,892
 Series 1 Tranche BG   8 Dec 2022      4.50                       5,954
                                                                  13,846

 

The medium term notes are secured by way of:

 

(i)      bank guarantee from two financial institutions in respect of the
BG Tranches;

 

(ii)     financial guarantee insurance policy from Danajamin Nasional
Berhad ("Danajamin") in respect to the FG Tranches;

 

(iii)    a first fixed and floating charge over the present and future
assets and properties of Silver Sparrow Berhad and ICSD Ventures Sdn. Bhd. by
way of a debenture;

 

(iv)    a third party first legal fixed charge over ICSD Ventures Sdn.
Bhd.'s assets and

land;

 

(v)     a corporate guarantee by the Company;

 

(vi)    letter of undertaking from the Company to provide financial and
other forms of support to ICSD Ventures Sdn. Bhd. to finance any cost overruns
associated with the development of the Sandakan Harbour Square;

 

(vii)   assignment of all its present and future rights, interest and
benefits under the ICSD Ventures Sdn. Bhd.'s Put Option Agreements in favour
of Danajamin, Malayan Banking Berhad and OCBC Bank (Malaysia) Berhad
(collectively as "the guarantors") where once exercised, the sale and purchase
of HMS and SHA shall take place in accordance with the provision of the Put
Option Agreement; and the proceeds from HMS and SHA will be utilised to repay
the MTNs;

 

(viii)  assignment over the disbursement account, revenue account, operating
account, sale proceed account, debt service reserve account and sinking fund
account of Silver Sparrow Berhad; revenue account of ICSD Venture Sdn. Bhd;

 

(ix)    assignment of all ICSD Ventures Sdn. Bhd's present and future
rights, title, interest and benefits in and under the insurance policies; and

 

(x)     a first legal charge over all the shares of Silver Sparrow Berhad,
ICSD Ventures Sdn. Bhd. and any dividends, distributions and entitlements.

 

 

10      Medium Term Notes (cont'd)

 

Potensi Angkasa Sdn Bhd ("PASB"), a subsidiary incorporated on 25 February
2019, has secured a commercial paper and/or medium term notes programme not
exceeding US$21.02 mil (RM90.0 million) ("CP/MTN Programme") to fund a project
known as The RuMa Hotel and Residences.  PASB may, from time to time, issue
commercial paper and/or medium term notes ("Notes") whereby the nominal value
of outstanding Notes shall not exceed US$21.02 million (RM90.0 million) at any
one time.  The details of the drawdown schedule were as follows:

 

 Initial Issue                    First Roll-over                 Second Roll-over
 Tranche Number  Date    RM       Tranche   Date         RM       Tranche   Date    RM

Number

Number

                         ('000)                          ('000)                     ('000)
 Tranche         10 Jun  22,850   Tranche   10 Jun       20,950   Tranche   10 Jun  19,050

 1-23            2019              63-83    2020                  124-142   2021
 Tranche         30 Sep  9,600    Tranche   30 Sep       9,600    Tranche   1 Oct   4,750

 24-31           2019             84-91     2020                  143-147   2021
 Tranche         7 Oct   17,100   Tranche   7 Oct        17,100   Tranche   8 Oct   17,100

  32-49          2019             92-109    2020                  148-165   2021
 Tranche         25 Feb  15,350   Tranche   25 Feb       15,350   Tranche   28 Feb  15,350

  50-62          2020             110-122   2021                  166-178   2022
 Tranche         9 Jun   20,000   Tranche   10 Jun 2022  20,000

 123             2021             179

 

The weighted average interest rate of the loan was 8.9% per annum at the
statement of financial position date.  The effective interest rates of the
medium-term notes and their outstanding amounts were as follows:

 

Maturity

                  Maturity Dates  Interest rate % per annum  US$'000
 Tranche 124-142  13 Jun 2022 *   8.5                        4,324
 Tranche 143-147  3 Oct 2022      8.5                        1,078
 Tranche 148-165  11 Oct 2022     8.5                        3,882
 Tranche 166-178  1 Mar 2023      8.5                        3,484
 Tranche 179      11 Jun 2023     10.0                       4,540
                                                             17,308

* Maturity date of Tranche 124-142 was further extended to 12 February 2023.

 

Security for CP/MTN Programme

 

(a)     A legal charge over the Designated Accounts by the PASB and/or the
Security Party (as defined below) (as the case may be) and assignment of the
rights, titles, benefits and interests of the PASB and/or the Security Party
(as the case may be) thereto and the credit balances therein on a pari passu
basis among all Notes, subject to the following:

 

(i)      In respect of the 75% of the sale proceeds of a Secured Asset
("Net Sale Proceeds") arising from the disposal of a Secured Asset, the
Noteholders of the relevant Tranche secured by such Secured Asset shall have
the first ranking security over such Net Sale Proceeds;

 

10      Medium Term Notes (cont'd)

 

(ii)     In respect of the insurance proceeds from the Secured Assets
("Insurance Proceeds"), the Noteholders of the relevant Tranche secured by
such Secured Asset shall have the first ranking security over such Insurance
Proceeds;

(iii)    In respect of the sale deposits from the Secured Assets ("Sale
Deposits"), the Noteholders of the relevant Tranche secured by such Secured
Asset shall have the first ranking security over such Sale Deposits;

(iv)    In respect of the amount at least equivalent to an amount payable
in respect of any coupon payment of that particular Tranche for the next six
(6) months to be maintained by the Issuer ("Issuer's DSRA Minimum Required
Balance"), the Noteholders of the relevant Tranche shall have the first
ranking security over such Issuer's DSRA Minimum Required Balance;

(v)     In respect of the proceeds from the Collection Account ("CA
Proceeds"), the Noteholders of the relevant Tranche shall have the first
ranking security over such CA Proceeds; and

(vi)    In respect of any amount deposited by the Guarantor which are
earmarked for the purposes of an early redemption of a particular Tranche of
the Notes and/or principal payment of a particular Tranche of the Notes
("Deposited Amount"), the Noteholders of the relevant Tranche shall have the
first ranking security over such Deposited Amount;

 

(b)     An irrevocable and unconditional guarantee provided by the Urban
DNA Sdn Bhd for all payments due and payable under the CP/MTN Programme
("Guarantee"); and

 

(c)     Any other security deemed appropriate and mutually agreed between
the PASB and the Principal Adviser/Lead Arranger ("PA/LA"), the latter being
Kenanga Investment Bank Berhad.

 

Security for each medium term note:

 

Each Tranche shall be secured by assets ("Secured Assets") to be identified
prior to the issue date of the respective Tranche.

 

Such Secured Assets may be provided by third party(ies), (which, together with
the Guarantor, shall collectively be referred to as "Security Parties" and
each a "Security Party") and/or by the PASB.  Subject always to final
identification of the Secured Asset prior to the issue date of the respective
Tranche, the security for any particular Tranche may include but not limited
to the following:

 

(a)     Legal assignment and/or charge by the PASB and/or the Security
Party (as the case may be) of the Secured Assets;

 

(b)     An assignment over all the rights, titles, benefits and interests
of the PASB and/or the Security Party (as the case may be) under all the sale
and purchase agreements executed by end-purchasers and any subsequent sale and
purchase agreement to be executed in the future by end-purchaser (if any), in
relation to the Secured Assets;

 

 

(i)     A letter of undertaking from Aseana Properties Limited to, amongst
others, purchase the Secured Assets ("Letter of Undertaking"); and/or

10      Medium Term Notes (CONT'D)

 

(c)     Any other security deemed appropriate and mutually agreed between
the Issuer and the PA/LA and/or Lead Manager prior to the issuance of the
relevant Tranche.

 

The security for each Tranche is referred to as "Tranche Security".

 

11  RELATED PARTY TRANSACTIONS

 

Transactions between the Group with Ireka Corporation Berhad ("ICB") and its
group of companies are classified as related party transactions based on ICB's
23.07% shareholding in the Company.

 

Related parties also include key management personnel defined as those persons
having authority and responsibility for planning, directing and controlling
the activities of the Group either directly or indirectly.  The key
management personnel include all the Directors of the Group, and certain
members of senior management of the Group.

 

                                                               Unaudited   Unaudited       Audited
                                                               Six months  Six months      Year
                                                               ended       ended           ended

                                                               30 June     30 June         31 December
                                                               2022        2021            2021
                                                                           (Re-presented)
                                                               US$'000     US$'000         US$'000
 ICB Group of Companies
 Accrued interest on shareholders advance payable by ICB       682         356             122
 Accrued interest on a contract payment by an ICB subsidiary   66          70              -
 Hosting and IT support services charged by an ICB subsidiary  -           2               -
 Marketing commission charged by an ICB subsidiary             -           7               -
 Rental expenses charge by an ICB subsidiary                   -           29              -

 Key management personnel
 Fees and short-term employee benefits                         1,027       271             578

 

11      Related Party Transactions (continued)

 

Transactions between the Group and other significant related parties are as
follows:

 

                                  Unaudited   Unaudited       Audited
                                  Six months  Six months      Year
                                  ended       ended           ended

                                  30 June     30 June         31 December
                                  2022        2021            2021
                                              (Re-presented)
                                  US$'000     US$'000         US$'000
 Non-controlling interests
 Advances - non-interest bearing  (697)       193             121

 

The outstanding amounts due from/(to) ICB and its group of companies as at 30
June 2022, 30 June 2021 and 31 December 2021 are as follows:

 

                                        Unaudited  Unaudited        Audited

                                        As at      As at            As at

                                        30 June    30 June          31 December 2021

                                        2022       2021

                                                   (Re-presented)   US$'000

                                        US$'000    US$'000
 Net amount due from an ICB subsidiary  1,960      1,945            2,005
 Net amount due from ICB                3,771      5,109            3,178

 

On 29 July 2022, ICB announced that it had submitted an application for
Judicial Management for its subsidiary, Ireka Engineering & Construction
Sdn Bhd ("IECSB"), from which the Group recognizes a net amount due.  No
further information is available at the time of this report, the Group will be
monitoring the situation closely including assessing the potential impact to
the Group's financial position and performance.

 

The outstanding amounts due from/(to) the other significant related parties as
at 30 June 2022, 30 June 2021 and 31 December 2021 are as follows:

 

                                  Unaudited  Unaudited        Audited

                                  As at      As at            As at

                                  30 June    30 June          31 December 2021

                                  2022       2021

                                             (Re-presented)   US$'000

                                  US$'000    US$'000
 Non-controlling interests
 Advances - non-interest bearing  (1,169)    (11,588)         (1,952)

 

Transactions between the parent company and its subsidiaries are eliminated in
these consolidated financial statements.

12  DIVIDENDS

 

The Company has not paid or declared any dividends during the financial period
ended 30 June 2022.

 

13  INTERIM STATEMENT

 

Copies of this interim statement are available on the Company's website
www.aseanaproperties.com or from the Company's registered office at Osprey
House, Old Street, St Helier, Jersey JE2 3RG, Channel Islands.

 

14  EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE

 

On 3 August 2022, the Group terminated the conditional agreement dated 9
September 2021 for the sale of the remaining 58 residential units at The RuMa
Hotel and Residences as a result of certain conditions in the agreement that
had not been met.

 

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Board has overall responsibility for risk management and internal
control.  The following have been identified previously as the areas of
principal risk and uncertainty facing the Company, and they remain relevant in
the second half of the year.

 

·    Economic

·    Strategic

·    Regulatory

·    Law and regulations

·    Tax regimes

·    Management and control

·    Operational

·    Financial

·    Going concern

 

For greater detail, please refer to page 17 of the Company's Annual Report for
2021, a copy of which is available on the Company's website
www.aseanaproperties.com (http://www.aseanaproperties.com) .

 

 

RESPONSIBILITY STATEMENT

 

The Directors of the Company confirm that to the best of their knowledge that:

 

a)       The condensed consolidated financial statements have been
prepared in accordance with IAS 34 (Interim Financial Reporting);

b)       The interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year); and

c)       The interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related party transactions
and changes therein).

 

On behalf of the Board

 

 

 

 

NICK PARIS

Director

 

15 September 2022

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IR BKQBQQBKDCCD

Recent news on Aseana Properties

See all news