REG - Aseana Prop Ltd - Half-year Results
26/09/2023 07:00
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RNS Number : 5828N Aseana Properties Limited 26 September 2023
26 September 2023
Aseana Properties Limited
("Aseana", the "Company" or, the "Group")
Half-Year Results for the Six Months Ended 30 June 2023
Aseana Properties Limited (LSE: ASPL), a property developer with investments
in Malaysia listed on the Main Market of the London Stock Exchange, announces
its unaudited half-year results for the six-month period ended 30 June 2023.
Operational highlights:
· With the re-opening of the Malaysian borders to foreigners on 1 April
2022, the RuMa Hotel has achieved 58% occupancy in the first six months of
2023 and continues to improve its performance. Losses for the period ending
30 June 2023 were approximately RM 1.6 million due to a slower than expected
recovery and costs driven by high inflation since 2022.
· The RuMa Residences achieved approximately 71% sales to date based on
sales completed of the 199 residential units. The Sale & Purchase
agreements for the remaining 57 units have been signed and management expects
completion by the first half of 2024.
· In the first half of 2023, the occupancy rate at the Harbour Mall
Sandakan was on target at above 95%; its financial performance through 30 June
2023 has exceeded expectations.
· On 30 June 2023, the Group announced that it had entered into a binding
conditional agreement to sell the Sandakan hotel asset and the Harbour Mall
Sandakan for a gross consideration of MYR 165 million, completion of the
transaction is subject to regulatory approval as required.
· The Divestment Team has been actively seeking potential purchasers for
other assets held by the Group.
Financial highlights:
· Other Income of US$6.5 million (H1 2022: US$4.0 million)
· Loss before tax of US$6.1 million (H1 2022: loss of US$12.5 million)
which includes a foreign exchange loss of US$5.1 million due to the
depreciation of the Malaysian Ringgit, in which much of the Group's assets
were denominated in
· Loss after tax of US$5.9 million (H1 2022: loss of US$12.8 million)
· Total comprehensive loss of US$4.3 million (H1 2022: loss of US$14.5
million)
· Net asset value of US$69.1 million (31 December 2022 (audited):
US$73.2 million) or US$0.35 per share (31 December 2022 (audited): US$0.37 per
share)
Commenting on the results, Nick Paris, Chairman of Aseana, said:
The first half results of 2023 reflect the continued challenging market
conditions from factors such as the slow recovery from the negative impact of
COVID-19 pandemic, the economic impacts from the conflict in Ukraine and
monetary tightening across most central banks in the face of inflationary
conditions. Although Malaysia re-opened its borders in April 2022, the
tourism market faces a weak rebound with arrival numbers down roughly 1/3
compared with pre-pandemic levels. China, an important tourist market for
Malaysia, removed its travel restrictions in January, but its arrival number
remain weak because of China's economic slowdown and a lack of flight capacity
in the early months of the year. The Company continues to focus on improving
the 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: +44 7738 470550
Nick Paris (Chairman) Email: nickparis@btinternet.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 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 2023.
Interim Results for the Half Year ended 30 June 2023
Our interim results in this period continue to reflect the significant impact
of the COVID-19 pandemic on our various operating businesses. Our operating
revenues continued to decline and despite significant cost cutting
initiatives, operating losses and cash outflows have been inevitable due
largely to debt service payments. The loss for the period for Aseana for the
half year decreased to US$5.9 million (H1 2022: US$12.8 million). As
explained in the Financial Highlights, our net cash used in operating
activities was US$7.0 million (H1 2022: US$0.4 million), and our cash balance
at the end of the period was US$5.8 million (H1 2022: US$8.8 million) after
further paydown of debt service. The loss which we are reporting for the six
months ended 30 June 2023, has reduced our Net Asset Value per Share from 37
US cents, at 31 December 2022, to 35 US cents (30 June 2022: 40 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 addition, further sale discussions are underway on some of our remaining
assets. Our aim continues to be to seek asset sales in a controlled, orderly
and timely manner in order to pay down remaining debts and then 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 our 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.
Monica Lai was not re-elected as a Director at the Annual General Meeting of
the Company on 30 May. On 25 August, the Board appointed Robert Minty as a
Jersey based Director of the Company.
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.
Thank you.
NICHOLAS JOHN PARIS
Chairman
25 September 2023
PROPERTY PORTFOLIO AS AT 30 JUNE 2023
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 Land Parcel Land parcel approved for future development and services reserve 80.0% N/A 172,900
* Shareholding as at 30 June 2023
N/A: Not available/ Not applicable
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2023
Unaudited Unaudited Audited
Notes Six months ended Six months ended Year
ended
30 June 30 June
31 December
2023 2022 2022
Continuing activities US$'000 US$'000 US$'000
Revenue 3 99 - 980
Cost of sales 5 (100) - (640)
Gross (loss)/profit (1) - 340
Other income 6,505 4,006 10,971
Administrative expenses (566) (1,833) (2,433)
Foreign exchange loss 6 (5,150) (2,703) (1,695)
Loss on disposal of subsidiaries - (3,752) -
Gain on sale of discontinued operations - - 2,702
Other operating expenses (6,537) (7,524) (26,085)
Operating loss (5,749) (11,806) (16,200)
Finance income 1,091 981 1,970
Finance costs (1,446) (1,718) (3,344)
Net finance costs (355) (737) (1,374)
Net loss before taxation (6,104) (12,543) (17,574)
Taxation 7 196 (274) (302)
Loss for the period/year (5,908) (12,817) (17,876)
Other comprehensive income/(loss), net of tax
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences 1,623 (1,647) (2,459)
for foreign operations
Total other comprehensive 1,623 (1,647) (2,459)
income/(loss) for the period/year
Total comprehensive loss (4,285) (14,464) (20,335)
for the period/year
Loss attributable to:
Equity holders of the parent company (5,459) (11,314) (15,867)
Non-controlling interests (449) (1,503) (2,009)
Total (5,908) (12,817) (17,876)
Total comprehensive loss
attributable to:
Equity holders of the parent company (4,123) (13,145) (18,451)
Non-controlling interests (162) (1,319) (1,884)
Total (4,285) (14,464) (20,335)
Loss per share (2.75) (5.69) (7.99)
Basic and diluted (US cents)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
Unaudited Unaudited Audited
Notes As at As at As at
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Non-current assets
Property, plant and equipment 151 82 79
Intangible assets 578 578 578
Right of use - - -
Deferred tax assets 4,445 4,707 4,723
Total non-current assets 5,174 5,367 5,380
Current assets
Inventories 124,783 140,344 132,573
Trade and other receivables 12,522 13,252 11,575
Prepayments 368 498 376
Current tax assets 200 476 10
Assets held for sale - - -
Cash and cash equivalents 5,818 8,849 7,259
Total current assets 143,691 163,419 151,793
TOTAL ASSETS 148,865 168,786 157,173
Equity
Share capital 10,601 10,601 10,601
Share premium 208,925 208,925 208,925
Capital redemption reserve 1,899 1,899 1,899
Translation reserve (24,100) (24,683) (25,436)
Accumulated losses (128,240) (117,229) (122,781)
Shareholders' equity 69,085 79,513 73,208
Non-controlling interests (5,566) (3,871) (5,404)
Total equity 63,519 75,642 67,804
Non-current liabilities
Trade and other payables 34,292 36,246 36,440
Total non-current liabilities 34,292 36,246 36,440
Current liabilities
Trade and other payables 18,877 22,986 18,089
Amount due to non-controlling interests 1,860 1,169 1,981
Loans and borrowings 9 1,507 1,589 1,595
Medium term notes 10 28,810 31,154 31,264
Total current liabilities 51,054 56,898 52,929
Total liabilities 85,346 93,144 89,369
TOTAL EQUITY AND LIABILITIES 148,865 168,786 157,173
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2023 - UNAUDITED
Redeemable Ordinary Shares Management Shares Share Premium Capital Redemption Reserve Translation Reserve Accumulated Losses Total Equity Attributable to Equity Holders of the Parent Non- Controlling Interests Total Equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January 2023 10,601 - 208,925 1,899 (25,436) (122,781) (73,208) (5,404) (67,804)
Loss for the period - - - - - (5,459) (5,459) (449) (5,908)
Total other comprehensive loss - - - - 1,336 - 1,336 287 1,623
Total comprehensive loss - - - - 1,336 (5,459) (4,123) (162) (4,285)
Disposal of subsidiaries - - - - - - - - -
Shareholders' equity at 30 June 2023 10,601 -# 208,925 1,899 (24,100) (128,240) 69,085 (5,566) 63,519
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT'D)
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$'000
At 1 January 2022 as originally presented 10,601 - 208,925 1,899 (22,852) (105,915) 92,658 (1,678) 90,980
Correction or error (net of tax) - - - - - (999) (999) (968) (1,967)
As at 1 January 2022 (restated) 10,601 -# 208,925 1,899 (22,852) (106,914) 91,659 (2,646) 89,013
Loss for the period - - - - - (11,314) (11,314) (1,503) (12,817)
Total other comprehensive loss - - - - (1,831) - (1,831) 184 (1,647)
Total comprehensive loss - - - - (1,831) (11,314) (13,145) (1,319) (14,464)
Disposal of subsidiaries - - - - - - - (874) (874)
Shareholders' equity at 30 June 2022 10,601 -# 208,925 1,899 (24,683) (118,228) 78,514 (4,839) 73,675
At 30 June 2022 as originally presented 10,601 -# 208,925 1,899 (24,683) (117,229) 79,513 (3,871) 75,642
Correction or error (net of tax) - - - - - (999) (999) (968) (1,967)
Shareholders' equity at 30 June 2022 (restated) 10,601 -# 208,925 1,899 (24,683) (118,228) 78,514 (4,839) 73,675
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT'D)
For the year ended 31 December 2022 - audited
Consolidated Redeemable Ordinary Shares Management Shares Share Premium Capital Redemption Reserve Translation Reserve Accumulated Losses Total Equity Attributable to Equity Holders of the Parent Non- Controlling Interests Total Equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January 2021 10,601 -# 208,925 1,899 (19,655) (100,433) 101,337 (6,877) 94,460
Correction or error (net of tax) - - - - - (727) (727) (312) (1,039)
As at the beginning of the financial year (restated) 10,601 -# 208,925 1,899 (19,655) (101,160) 100,610 (7,189) 93,421
Changes in ownership interests in subsidiaries (341) (341)
Non-controlling interests contribution - - - - - - - 8,519 8,519
Loss for the year (restated *) - - - - - (5,754) (5,754) (3,248) (9,002)
Total other comprehensive loss for the year - - - - (3,197) - (3,197) (387) (3,584)
Total comprehensive loss for the year (restated *) - - - - (3,197) (5,754) (10,210) (3,635) (12,586)
Disposal of subsidiaries - - - - - -
As at 31 December 2021/ 1 January 2022 10,601 -# 208,925 1,899 (22,852) (106,914) 91,659 (2,646) 89,013
As at 31 December 2021 / 1 January 2022 as originally presented 10,601 -# 208,925 1,899 (22,852) (105,915) 92,658 (1,678) 90,980
Correction or error (net of tax) - - - - - (999) (999) (968) (1,967)
As at 31 December 2021 / 10,601 -# 208,925 1,899 (22,852) (106,914) 91,659 (2,646) 89,013
1 January 2022 (restated *)
Loss for the year - - - - - (15,867) (15,867) (2,009) (17,876)
Total other comprehensive loss for the year - - - - (2,584) - (2,584) 125 (2,459)
Total comprehensive loss for the year - - - - (2,584) (15,867) (18,451) (1,884) (20,335)
Sale of discontinued operations - - - - - - - (874) (874)
Shareholders' equity at 31 December 2022 10,601 -# 208,925 1,899 (25,436) (122,781) 73,208 (5,404) 67,804
# Represents 2 management shares at US$0.05 each
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2023
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Cash Flows from Operating Activities
Loss before taxation (6,104) (12,543) (17,574)
Impairment of amount due from a related party - - 2,755
Impairment of inventory - - 8,620
Finance income (1,091) (981) (1,970)
Finance costs 1,446 1,718 3,344
Loss on disposal of subsidiaries - 3,752 (2,702)
Unrealised foreign exchange gain/(loss) 5,354 2,650 1,688
Depreciation of property, plant and equipment and right-of-use asset 12 30 60
Operating (loss)/profit before changes in working capital (383) (5,374) (5,779)
Changes in working capital:
Decrease/(increase) in inventories 265 1,643 (1,671)
(Increase)/decrease in trade and other receivables and prepayments 1,615 (441) 15,985
Increase/(decrease) in trade and other payables (5,648) 5,469 (7,448)
Cash generated from/(used in) operations (4,151) 1,297 1,087
Interest paid (2,880) (1,715) (6,034)
Tax paid 21 (3) 428
Net cash used in operating activities (7,010) (421) (4,519)
Cash Flows (used in)/from Investing Activities
Purchase of property, plant and (88) (12) (39)
equipment
Proceeds from disposal of subsidiaries - 10,045 10,045
Finance income received (371) 981 508
Net cash (used in)/from investing activities (459) 11,014 10,514
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)
FOR THE SIX MONTHS ENDED 30 JUNE 2023
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Cash Flows from Financing Activities
Advances (from)/to non-controlling interests - (697) 129
Repayment of finance lease liabilities - (155) (14)
Repayment of loans and borrowings (611) (9,133) (8,884)
Net cash used in financing activities (611) (9,985) (8,769)
Net changes in cash and cash equivalents during the period/year (8,080) 608 (2,774)
Effect of changes in exchange rates 6,639 1,127 2,919
Cash and cash equivalents at the beginning of the period/year 7,259 7,114 7,114
Cash and cash equivalents at the end of the period/year (i) 5,818 8,849 7,259
(i) Cash and Cash Equivalents
Cash and cash equivalents included in the consolidated statement of cash flows
comprise the following consolidated statement of financial position amounts:
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Cash and bank balances 3,500 6,405 4,786
Short term bank deposits 2,318 2,444 2,473
5,818 8,849 7,259
Less: Deposits pledged (ii) (2,327) (2,312) (2,473)
Cash and cash equivalents 3,491 6,537 4,786
(ii) Included in short term bank deposits and cash and bank balance is
US$2,327,000 (31 December 2022: US$2,473,000; 30 June 2022: US$2,312,000)
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 2023
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.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 BASIS OF PREPARATION
The interim condensed consolidated financial statements for the six months
ended 30 June 2023 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 2022 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 2022 as described in those
annual financial statements.
The interim report and financial statements were approved by the Board of
Directors on 25 September 2023.
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 2023 and 2022.
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.
3 SEGMENTAL INFORMATION (CONT'D)
Operating Segments ended 30 June 2023 - 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 (129) (968) 40 (2,518) (362) (841) (4,778)
Included in the measure of segment (loss)/profit are:
Revenue - - - - - 99 99
Cost of sales - - - - - (100) (100)
Revenue from hotel operations - - - - 5,198 - 5,198
Revenue from mall operations - - 1,171 - - - 1,171
Expenses from hotel operations - - (170) - (4,461) - (4,631)
Expenses from mall operations - - (618) - - - (618)
Depreciation of property, plant and equipment - - (7) - (5) - (12)
Finance costs - - (484) (102) - (980) (1,566)
Finance income 1,001 - 30 179 - 0 1,210
Segment assets 8,598 59 44,249 1,226 703 85,021 139,856
Segment liabilities 495 3 1,174 2,765 6,521 43,383 54,341
3 SEGMENTAL INFORMATION (CONT'D)
Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items
Profit or loss US$'000
Total loss for reportable segments (4,778)
Other non-reportable segments (1,327)
Depreciation -
Finance income 120
Finance cost (120)
Others -
Consolidated loss before taxation (6,104)
US$'000 Revenue Depreciation Finance Finance Segment Segment liabilities Addition to non-current assets
costs
income
assets
Total reportable segment 99 (12) (1,566) 1,210 139,856 54,341 88
Other non-reportable segments - - 120 (119) 9,009 31,005 --
Consolidated total 99 (12) (1,446) 1,091 148,865 85,346 88
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)
Depreciation -
Finance income 22
Finance cost -
Others (65)
Consolidated loss before taxation (12,543)
US$'000 Revenue Depreciation Finance Finance Segment Segment liabilities Addition to non-current assets
costs
income
assets
Total reportable segment - (30) (1,696) 959 159,268 60,489 12
Other non-reportable segments - - (22) 22 9,518 32,655 -
Consolidated total - (30) (1,718) 981 168,786 93,144 12
3 SEGMENTAL INFORMATION (CONT'D)
Operating Segments - Year ended 31 December 2022 - Audited
Investment Holding Companies Ireka Land Sdn. Bhd. ICSD Ventures Sdn. Bhd. Amatir Resources Sdn. Bhd. The RuMa Hotel KL Sdn. Bhd. Urban Total
DNA
Sdn. Bhd.
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Segment (loss)/profit before taxation 826 (5) (9,061) (1,789) (1,792) (4,898) (16,719)
Included in the measure of segment (loss)/profit are:
Revenue - - - - - 980 980
Other income from hotel operations - - - - 8,169 - 8,169
Other income from mall operations - - 2,098 - - - 2,098
Other income from hospital operations - - - - - - -
Expenses from hotel operations - - (310) - (9,859) - (10,169)
Expenses from mall operations - - (1,251) - - - (1,251)
Expenses from hospital operations - - - - - - -
Depreciation of property, plant and equipment - - (10) - (50) - (60)
Finance costs - - (1,172) (192) - (1,933) (3,297)
Finance income 1,462 - 47 413 - 1 1,923
Segment assets 9,331 60 46,882 704 965 89,571 147,513
Segment liabilities 459 3 1,294 2,511 6,758 45,205 56,230
3 SEGMENTAL INFORMATION (CONT'D)
Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items
Profit or loss US$'000
Total loss for reportable segments (16,719)
Other non-reportable segments (856)
Depreciation 1
Finance income (47)
Finance cost 47
Others -
Consolidated loss before taxation (16,719)
US$'000 Revenue Depreciation Finance Finance Segment Segment liabilities Addition to non-current assets
costs
income
assets
Total reportable segment 980 (60) (3,297) 1,923 147,513 56,230 39
Other non-reportable segments - 1 (47) 47 9,660 33,139 -
Consolidated total 980 (59) (3,344) 1,970 157,173 89,369 39
3 SEGMENTAL INFORMATION (CONT'D)
Geographical Information - six months ended 30 June 2023 - Unaudited
Malaysia
US$'000
Revenue 99
Non-current assets 5,174
Geographical Information - six months ended 30 June 2022 - Unaudited
Malaysia
US$'000
Revenue -
Non-current assets 5,367
Geographical Information - year ended 31 December 2022 - Audited
Malaysia
US$'000
Revenue - 980
Non-current assets - 5,380
In the financial period/year ended 30 June 2023; 30 June 2022; 31 December
2022, no single customer exceeded 10% of the Group's total revenue.
4 SEASONALITY
The Group's business operations were not materially affected by seasonal
factors for the period under review.
5 COST OF SALES
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Direct costs attributable to:
Completed Units 100 - 640
6 FOREIGN EXCHANGE (LOSS)/GAIN
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Foreign exchange gain/(loss) comprises:
Realised foreign exchange gain/(loss) 204 (53) (6)
Unrealised foreign exchange loss (5,354) (2,650) (1,689)
(5,149) (2,703) (1,695)
7 TAXATION
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Current tax (credit)/expense (196) 274 302
Deferred tax expense - - -
Total tax expense/(income) for the period/year (196) 274 302
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
2023 2022 2022
US$'000 US$'000 US$'000
Net loss before taxation (6,104) (12,543) (17,574)
Income tax at rate of 24% (1,465) (3,010) (4,218)
Add :
Tax effect of expenses not deductible in determining taxable profit 1,419 2,486 2,379
Current year losses and other tax benefits for which no deferred tax asset was 618 590 3,670
recognised
Less :
Tax effect of income not taxable in determining taxable profit (572) (16) (1,746)
(Under)/over provision in respect of prior period/year (196) 224 217
Total tax(credit)/expense for the period/year (196) 274 302
The applicable corporate tax rate in Malaysia is 24%.
The Company is treated as a tax resident of Jersey for the purpose of Jersey
tax laws and is subject to a tax rate of 0%.
The Company has been registered as an International Services Entity so it does
not have to charge or pay local Goods and Services Tax. The cost for this
registration is £300 per annum.
8 LOSS PER SHARE
Basic and diluted loss per ordinary share
The calculation of basic and diluted loss per ordinary share for the
period/year ended was based on the loss attributable to equity holders of the
parent and a weighted average number of ordinary shares outstanding,
calculated as below:
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Loss attributable to equity holders of the parent (US$'000) (5,459) (11,314) (15,867)
Weighted average number of shares 198,691,000 198,691,000 198,691,000
Loss per share
Basic and diluted (US cents) (2.75) (5.69) (7.99)
9 LOANS AND BORROWINGS
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Current
Bank loans 1,507 1,589 1,595
Finance lease liabilities - - -
1,507 1,589 1,595
The effective interest rates on the bank loans and finance lease arrangement
for the period is 12% (30 June 2022: 12%; 31 December 2022: 12%) per annum
respectively.
Borrowings are denominated in Malaysian Ringgit.
Bank loans are secured by land held for property development,
work-in-progress, operating assets of the Group, pledged deposits and some by
the corporate guarantee of the Company.
9 LOANS AND BORROWINGS (CONT'D)
Reconciliation of movement of loans and borrowings to cash flows arising from
financing activities:
As at 1 Drawdown of loan Repayment of loan Foreign exchange movements As at 30
January
June
2023
2023
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
Bank loans 1,595 - - (88) 1,507
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$'000
Bank loans 1,681 - - (92) 1,589
As at 1 January Drawdown of loan Repayment of loan Foreign exchange movements As at 31 December
2022
2022
Audited US$'000 US$'000 US$'000 US$'000 US$'000
Bank loans 1,681 - - (86) 1,595
As at 1 January Repayment Interest expenses Foreign exchange movements As at 30
2023
of lease payment
June
2023
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
Lease Liabilities - - - - -
As at 1 January Repayment Interest expenses Foreign exchange movements As at 30
2022
of lease payment
June
2022
Unaudited US$'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 31 December 2022
2022
of lease payment
Audited US$'000 US$'000 US$'000 US$'000 US$'000
Lease Liabilities 14 (13) - (1) -
10 MEDIUM TERM NOTES
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Outstanding medium term notes 28,810 31,154 31,264
Net transaction costs - - -
Less:
Repayment due within twelve months* (28,810) (31,154) (31,264)
Repayment due after twelve months - - -
* Nil net transaction costs in relation to medium term notes due within twelve
months. (30 June 2022: Nil; 31 December 2022: Nil)
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
2023
June
2023
Unaudited US$'000 US$'000 US$'000 US$'000 US$'000
31,264 - (611) (1,843) 28,810
Medium Term Notes
As at 1 January Drawdown of loan Repayment of loan Foreign exchange movements As at 30
2022
June
2022
Unaudited US$'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 31 December 2022
2022
Audited US$'000 US$'000 US$'000 US$'000 US$'000
42,316 - (8,884) (2,168) 31,264
Medium Term Notes
10 MEDIUM TERM NOTES (CONT'D)
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 former 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 was due on 10 December 2020, 2021.
A repayment of US$8.89 million (RM39.0 million) was made on 7 April 2022.
Subsequently, the remaining MTNs were further "rolled over" and now repayable
on 8 December 2023. The MTNs are rated AAA.
Nil repayment was made in the current financial period.
The weighted average interest rate of the MTN was 5.50% per annum at the
statement of financial position date. The effective interest rates of the
MTN and their outstanding amounts are as follows:
Maturity Dates Interest rate % per annum US$'000
Series 1 Tranche FG 8 December 2023 5.50 7,503
Series 1 Tranche BG 8 December 2023 5.50 5,573
13,076
10 MEDIUM TERM NOTES (CONT'D)
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 Bank Pembangunan
Malaysia Berhad ("BPMB", formerly Danajamin Nasional Berhad) 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 BPMB, 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.
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$21.02 million (RM90.0 million) at any
one time.
10 MEDIUM TERM NOTES (CONT'D)
The details of the drawdown schedule were as follows:
Initial Issue First Roll-over Second Roll-over Third Roll-over Fourth Roll-over
Tranche Number Date RM ('000) Tranche Number Date RM ('000) Tranche Number Date RM ('000) Tranche Number Date RM ('000) Tranche Number Date RM ('000)
Tranche 1-23 10 Jun 2019 22,850 Tranche 63-83 10 Jun 2020 20,950 Tranche 124-142 10 Jun 2021 19,050 Tranche 203-218 14 Feb 2023 16,200
Tranche 24-31 30 Sep 2019 9,600 Tranche 84-91 30 Sep 2020 9,600 Tranche 143-147 1 Oct 2021 4,750 Tranche 180-184 3 Oct 2022 4,750 Tranche 232-236 3 Apr 2023 4,750
Tranche 32-49 7 Oct 2019 17,100 Tranche 92-109 7 Oct 2020 17,100 Tranche 148-165 8 Oct 2021 17,100 Tranche 185-202 10 Oct 2022 17,100 Tranche 237-254 11 Apr 2023 17,100
Tranche 50-62 25 Feb 2020 15,350 Tranche 110-122 25 Feb 2021 15,350 Tranche 166-178 28 Feb 2022 15,350 Tranche 219-231 1 Mar 2023 15,350
Tranche 123 9 Jun 2021 18,100 Tranche 179 10 Jun 2022 20,000 Tranche 255 12 Jun 2023 20,000
The weighted average interest rate of the loan was 10.5% per annum at the
statement of financial position date. The effective interest rates of the
medium-term notes and their outstanding amounts were as follows:
Maturity Dates Interest rate % per annum US$'000
Tranche 203-218 15 Feb 2024 10.0 3,473
Tranche 219-231 1 Mar 2024 10.0 3,290
Tranche 232-236 3 Apr 2024 10.0 4,750
Tranche 237-254 12 Apr 2024 10.0 17,100
Tranche 255 12 Jun 2024 12.0 4,287
15,734
10 MEDIUM TERM NOTES (CONT'D)
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:
(b)
(i) In respect of the 75% of the sale proceeds of a Secured Asset
("Net Sale Proceeds") arising from the disposal of a Secured Asset, the
Noteholders of the relevant Tranche secured by such Secured Asset shall have
the first ranking security over such Net Sale Proceeds;
(ii) In respect of the insurance proceeds from the Secured Assets
("Insurance Proceeds"), the Noteholders of the relevant Tranche secured by
such Secured Asset shall have the first ranking security over such Insurance
Proceeds;
(iii) In respect of the sale deposits from the Secured Assets ("Sale
Deposits"), the Noteholders of the relevant Tranche secured by such Secured
Asset shall have the first ranking security over such Sale Deposits;
(iv) In respect of the amount at least equivalent to an amount payable
in respect of any coupon payment of that particular Tranche for the next six
(6) months to be maintained by the Issuer ("Issuer's DSRA Minimum Required
Balance"), the Noteholders of the relevant Tranche shall have the first
ranking security over such Issuer's DSRA Minimum Required Balance;
(v) In respect of the proceeds from the Collection Account ("CA
Proceeds"), the Noteholders of the relevant Tranche shall have the first
ranking security over such CA Proceeds; and
(vi) In respect of any amount deposited by the Guarantor which are
earmarked for the purposes of an early redemption of a particular Tranche of
the Notes and/or principal payment of a particular Tranche of the Notes
("Deposited Amount"), the Noteholders of the relevant Tranche shall have the
first ranking security over such Deposited Amount;
(c) 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
(d) 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.
(i)
10 MEDIUM TERM NOTES (CONT'D)
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;
(c) A letter of undertaking from Aseana Properties Limited to, amongst
others, purchase the Secured Assets ("Letter of Undertaking"); and/or
(d) Any other security deemed appropriate and mutually agreed between
the Issuer and the PA/LA and/or Lead Manager prior to the issuance of the
relevant Tranche.
The security for each Tranche is referred to as "Tranche Security".
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.
11 RELATED PARTY TRANSACTIONS (CONTINUED)
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
ICB Group of Companies
Accrued interest on shareholders advance payable by ICB 1,001 682 1,462
Accrued interest on a contract payment by an ICB subsidiary - 66 131
Key management personnel
Fees and short-term employee benefits 262 1,027 565
Transactions between the Group and other significant related parties are as
follows:
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Non-controlling interests
Advances - non-interest bearing - (697) 129
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
2023 2022 2022
US$'000 US$'000 US$'000
Net amount due from an ICB subsidiary - 1,960 -
Net amount due from ICB 5,713 3,771 5,461
11 RELATED PARTY TRANSACTIONS (CONTINUED)
On 29 July 2022, ICB announced that it had submitted an application for
Judicial Management for its subsidiary, Ireka Engineering & Construction
Sdn Bhd ("IECSB"), from which the Group recognizes a net amount due. No
further information is available at the time of this report, the Group will be
monitoring the situation closely including assessing the potential impact to
the Group's financial position and performance.
The outstanding amounts due from/(to) the other significant related parties as
at 30 June 2022, 30 June 2021 and 31 December 2021 are as follows:
Unaudited Unaudited Audited
As at As at As at
30 June 30 June 31 December
2023 2022 2022
US$'000 US$'000 US$'000
Non-controlling interests
Advances - non-interest bearing (1,063) (1,169) (1,981)
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 2023.
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.
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
2022, 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
NICHOLAS JOHN PARIS
Chairman
25 September 2023
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