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REG - Aseana Prop Ltd - Half-year Results

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RNS Number : 2489G  Aseana Properties Limited  30 September 2024

30 September 2024

 

Aseana Properties Limited

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

 

Half-Year Results for the Six Months Ended 30 June 2024

 

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 2024.

 

Operational highlights:

 

·        Driven by recovery in exports, increase in domestic demand
and resurgence in tourism, the economy of Malaysian rebounded in the first
half of 2024.  The RuMa Hotel has achieved 65% occupancy in the first six
months of 2024 and continues to improve.  In the period ending 30 June 2024,
it recorded a net profit of approximately RM 4.5 million.

·        In April, June and August, the Group had entered into Sale
and Purchase Agreements for the sale of a total of 32 units of the unsold RuMa
Residences for total gross proceeds of RM 52.8 million. The sale of 16 of
these units have been completed, with the aggregate gross sale price of RM
28.9 million used to repay principal debts of RM 17.3 million and to meet
other debt obligations and costs associated with the units.  In September,
the Group made further progress in the sale of 5 more RuMa Residences units,
for gross proceeds of RM 7.7 million and Sale and Purchase Agreements have
been signed on 4 of them as at the date of this report, with the 5th expected
to be signed and a deposit received shortly.

·        In the first half of 2024, the occupancy rate at the Harbour
Mall Sandakan was slightly behind target at 93%, but its financial performance
for period ended 30 June 2024 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 RM165 million followed by a
Supplementary Agreement on 6 April 2024 to extend the completion date. There
has been no formal update and no deposit from the purchaser since end July
2024.  Therefore, the Group continues to actively seek other potential buyers
of this and other assets held by the Group.

 

Financial highlights:

 

·        Other Income of US$7.0 million (H1 2023: US$6.5 million)

·        Loss before tax of US$4.7 million (H1 2023: US$6.1 million)
which includes a foreign exchange loss of US$3.4 million due to the
depreciation of the Malaysian Ringgit, in which all of the Group's assets were
denominated in

·        Loss after tax of US$4.6 million (H1 2023: US$5.9 million)

·        Total comprehensive loss of US$2.7 million (H1 2023: US$4.3
million)

·        Net asset value of US$46.8 million (31 December 2023
(audited): US$63.4 million) or US$0.29 per share (31 December 2023 (audited):
US$0.32 per share)

 

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

 

The first half results of 2024 reflect our ongoing efforts to reduce cash
outflows and operating losses whilst we seek to sell our assets Our Net Assets
fell substantially in the period principally because of the debt settlement
with Ireka Corporation, but as the ASPL shares that they transferred to us
were at a price representing a substantial discount to their NAV, the Net
Asset Value of the remaining Shares only fell by 9.3% after those shares had
been cancelled.  The Company continues to work towards improving operational
performance and narrowing losses of its operating assets; and remains focused
on disposing the remaining assets in a controlled and orderly manner.

 

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

 

 

 

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 2024.

 

Interim Results for the Half Year ended 30 June 2024

 

For the six months ended 30 June 2024, the Group recorded an unaudited
operating income of US$7.0 million (H1 2023: US$6.5 million), which are mainly
attributable to The RuMa Hotel and Residences, and the Harbour Mall in
Sandakan.  Operating losses narrowed to US$2.8 million (H1 2023: US$5.7
million).  However, net financing costs have increased to US$1.8 million (H1
2023: US$0.4 million) due to higher interest rates.  The loss for the period
also decreased to US$4.6 million (H1 2023: US$5.9 million).

 

The Group's unaudited net asset value as at 30 June 2024 decreased US$46.8
million (31 December 2023 (audited): US$63.4 million) due to losses incurred
during the period.  This translated to 29 US cents per voting share (31
December 2023 (audited): 32 US cents).

 

As previously announced, the Company continues to seek more working capital
loans in order to fund its day to day operations and it is seeking to raise at
least US$2.5 million.

 

Our Business Focus and Recent Property Divestments

 

The business focus for the Group is still to continue improving the
operational performance of our remaining assets in order to preserve our cash
balances and increase the value of those assets and to continue with our asset
divestment process.

 

In January 2024, we reached a settlement with Ireka Corporation Berhad
("ICB"), the parent company of our former Development Manager under which
their debts to the Company were settled via a buyback of 38.8 million ASPL
shares that ICB owned together with its 30% stakes in Urban DNA Sdn Bhd and
The RuMa Hotel Sdn Bhd related to The RuMa Hotel & Residences in Kuala
Lumpur.  The ASPL shares bought back were cancelled, resulting in an increase
of the Net Asset Value per share for the remaining share in the Company.

 

In March 2024, the Company secured 3 loans totalling US$1.0 million for the
purpose of working capital to fund its operations; one of which is with a
former Director of Aseana and one of which is with an associate of a former
Director of Aseana, all of which are on the same terms.  All 3 loans bear an
interest rate of 15% per annum and secured by charges over units in The RuMa
Hotel and Residences.  Further working capital loans are still being sought.

 

In April, June and August, the Group had entered into Sale and Purchase
Agreements for the sale of a total of 32 units of the unsold RuMa Residences
for total gross proceeds of RM 52.8 million.  The sale of 16 of these units
have been completed, with the aggregate gross sale price of RM 28.9 million
used to repay principal debts of RM 17.3 million and to meet other debt
obligations and costs associated with the units.

 

In September, the Group made further progress in the sale of 5 more RuMa
Residences units, for gross proceeds of RM 7.7 million and Sale and Purchase
Agreements have been signed on 4 of them as at the date of this report, with
the 5(th) expected to be signed and a deposit received shortly.

 

The remaining 20 units are expected to be completed on or before 31 October
2024.  The sale of more of the remaining units is under discussion.

 

We continue to work on the completion of the sale of the Harbour Mall and
Hotel at Sandakan as announced on 30 June 2023.

 

At an Extraordinary General Meeting of Shareholders held on 3 July 2024, Clare
Muhiudeen and Dato Dr Kok Cheong Thong were elected as additional Directors of
the Company and we welcome them.

 

At the Annual General Meeting on 30 July 2024, Helen Wong and Thomas Holland
who had retired by rotation were not re-elected as Directors.  A handover
process is on-going and is expected to complete during October 2024.

 

Our aim continues to be to complete the sale of all of the Company's remaining
assets in a controlled, orderly and timely manner, to pay off our remaining
debts and then to return surplus sale proceeds to our shareholders.

 

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.

 

Thomas Holland and Helen Wong were not re-elected as Directors of the Company
at the Annual General Meeting and Robert Minty resigned as a Director on 13
September 2024 and I want to thank them all for their service and contribution
to the Company as Directors.

 

This has been another very challenging period in the corporate life of Aseana
and although the principal focus is still to sell the remaining assets, we are
establishing new arrangements to manage our operations and implement the
remaining asset realisations.  All parties are committed to achieving a
smooth transition to these new arrangements.  I am stepping down as Chairman
and resigning as a Director of the Company today and Hock Chye Tan is
resigning as a Director.  Steps are being taken to bring in other Directors
including someone who can become the new Chairman of the Board.

 

Thank you.

 

 

 

NICHOLAS JOHN PARIS

Chairman

 

30 September 2024

 

 

PROPERTY PORTFOLIO AS AT 30 JUNE 2024

 

 

 Project                        Type                                                              Effective Ownership *  Approximate Gross  Approximate Land Area

                                                                                                                          Floor Area        (sq m)

                                                                                                                         (sq m)
 Completed projects
 The RuMa Hotel and Residences  Luxury residential tower and bespoke hotel                        100.0%                 40,000             4,000

 Kuala Lumpur, Malaysia
 Sandakan Harbour Square        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 2024

N/A: Not available/ Not applicable

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

                                  Unaudited         Unaudited         Audited
                           Notes  Six months ended  Six months ended  Year

ended
                                  30 June           30 June

                                                                      31 December
                                  2024              2023              2023
 Continuing activities            US$'000           US$'000            US$'000
 Revenue                   3      -                 99                1,205
 Cost of sales             5      -                 (100)             (677)
 Gross (loss)/profit              -                 (1)               528
 Other income                     7,031             6,505             14,544
 Administrative expenses          (559)             (566)             (1,069)
 Other operating expenses         (5,846)           (6,537)           (13,989)
 Impairment of inventory          -                 -                 (7,668)
 Foreign exchange loss     6      (3,449)           (5,150)           (1,976)
 Operating loss                   (2,823)           (5,749)           (9,630)
 Finance income                   48                1,091             1,860
 Finance costs                    (1,876)           (1,446)           (2,912)
 Net finance costs                (1,828)           (355)             (1,052)
 Net loss before taxation         (4,651)           (6,104)           (10,682)
 Taxation                  7      65                196               209
 Loss for the period/year         (4,586)           (5,908)           (10,473)

Other comprehensive income/(loss), net of tax

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

 Foreign currency translation differences      1,926    1,623    (755)

for foreign operations
 Total other comprehensive                     1,926    1,623    (755)

income/(loss) for the period/year
 Total comprehensive loss                      (2,660)  (4,285)  (11,228)

for the period/year

 

 Loss attributable to:
 Equity holders of the parent company      (4,507)  (5,459)  (8,732)
 Non-controlling interests                 (79)     (449)    (1,741)
 Total                                     (4,586)  (5,908)  (10,473)

 Total comprehensive loss

attributable to:
 Equity holders of the parent company      (2,748)  (4,123)  (9,696)
 Non-controlling interests                 88       (162)    (1,532)
 Total                                     (2,660)  (4,285)  (11,228)

 

 Loss per share                   (2.82)  (2.75)  (4.39)

 Basic and diluted (US cents)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

 

                                                 Unaudited  Unaudited  Audited
                                          Notes  As at      As at      As at

                                                 30 June    30 June    31 December
                                                 2024       2023       2023
                                                 US$'000    US$'000    US$'000
 Non-current assets
 Property, plant and equipment                   189        151        198
 Intangible assets                               578        578        578
 Deferred tax assets                             4,394      4,445      4,518
 Total non-current assets                        5,161      5,174      5,294

 Current assets
 Inventories                                     115,110    124,783    118,351
 Trade and other receivables                     1,601      12,522     9,078
 Prepayments                                     320        368        141
 Current tax assets                              280        200        221
 Cash and cash equivalents                       4,774      5,818      4,273
 Total current assets                            122,085    143,691    132,064

 TOTAL ASSETS                                    127,246    148,865    137,358

 Equity
 Share capital                                   8,659      10,601     10,601
 Share premium                                   207,527    208,925    208,925
 Capital redemption reserve                      (8,614)    1,899      1,899
 Translation reserve                             (24,765)   (24,100)   (26,524)
 Accumulated losses                              (136,020)  (128,240)  (131,513)
 Shareholders' equity                            46,787     69,085     63,388
 Non-controlling interests                       35         (5,566)    (6,936)
 Total equity                                    46,822     63,519     56,452

 Non-current liabilities
 Trade and other payables                        -          34,292     -
 Total non-current liabilities                   -          34,292     -

 Current liabilities
 Trade and other payables                        48,228     18,877     48,281
 Amount due to non-controlling interests         1,051      1,860      1,891
 Short term loan                          9      1,150      -          -
 Loans and borrowings                     10     1,377      1,507      1,471
 Medium term notes                        11     28,618     28,810     29,263
 Total current liabilities                       80,424     51,054     80,906

 Total liabilities                               80,424     85,346     80,906

 TOTAL EQUITY AND LIABILITIES                    127,246    148,865    137,358

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2024 - 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
 As at 1 January 2024                         10,601                      -#                 208,925        1,899                       (26,524)             (131,513)           63,388                                                     (6,936)                     56,452
 Loss for the period                          -                           -                  -              -                           -                    (4,507)             (4,507)                                                    (79)                        (4,586)
 Total other comprehensive loss               -                           -                  -              -                           1,759                -                   1,759                                                      167                         1,926
 Total comprehensive loss                     -                           -                  -              -                           1,759                (4,507)             (2,748)                                                    88                          (2,660)
 Settlement and share cancellation (Note 13)  (1,942)                     -                  (1,398)        (10,513)                    -                    -                   (13,853)                                                   6,883                       (6,970)
 Shareholders' equity at 30 June 2024         8,659                       -#                 207,527        (8,614)                     (24,765)             (136,020)           46,787                                                     35                          46,822

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT'D)

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
 As 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 year ended 31 December 2023 - 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
 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 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)
 Disposal of subsidiaries                     -                           -                  -              -                           -                    -                   -                                                          (874)                       (874)
 As at 31 December 2022 / 1 January 2023      10,601                      -                  208,925        1,899                       (25,436)             (122,781)           (73,208)                                                   (5,404)                     67,804

 Loss for the year                            -                           -                  -              -                           -                    (8,732)             (8,732)                                                    (1,741)                     (10,473)
 Total other comprehensive loss for the year  -                           -                  -              -                           (964)                -                   (964)                                                      209                         (755)
 Total comprehensive loss for the year        -                           -                  -              -                           (964)                (8,732)             (9,696)                                                    (1,532)                     (11,228)
 Disposal of subsidiaries                     -                           -                  -              -                           (124)                -                   (124)                                                      -                           (124)
 Shareholders' equity at 31 December 2023     10,601                      -#                 208,925        1,899                       (26,524)             (131,513)           63,388                                                     (6,936)                     56,452

 

# Represents 2 management shares at US$0.05 each

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

                                                                       Unaudited   Unaudited   Audited
                                                                       Six months  Six months  Year
                                                                       ended       ended       ended

                                                                       30 June     30 June     31 December
                                                                       2024        2023        2023
                                                                       US$'000     US$'000     US$'000

 Cash Flows from Operating Activities
 Loss before taxation                                                  (4,652)     (6,104)     (10,682)
 Impairment of amount due from a related party                         -           -           219
 Bad debt written off                                                  -           -           318
 Impairment of inventory                                               -           -           7,668
 Finance income                                                        (48)        (1,091)     (1,860)
 Finance costs                                                         1,876       1,446       2,912
 Loss on disposal of subsidiaries                                      -           -           (121)
 Unrealised foreign exchange gain/(loss)                               3,022       5,354       1,940
 Depreciation of property, plant and equipment and right-of-use asset  26          12          32
 Operating profit/(loss) before changes in working capital             224         (383)       426
 Changes in working capital:
 Decrease in inventories                                               8           265         843
 (Increase)/decrease in trade and other receivables and prepayments    (498)       1,615       3,567
 Decrease in trade and other payables                                  (2,672)     (5,648)     (7,460)
 Cash generated used in operations                                     (2,938)     (4,151)     (2,624)
 Interest paid                                                         (3)         (2,880)     (3)
 Tax (refunded)/paid                                                   (1,726)     21          (2,854)

 Net cash used in operating activities                                 (4,667)     (7,010)     (5,481)

 Cash Flows from/(used in) Investing Activities
 Purchase of property, plant and                                       (23)        (88)        (154)

equipment
 Finance income received                                               48          (371)       130

 Net cash from/(used in) investing activities                          25          (459)       (24)

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

                                                                  Unaudited   Unaudited   Audited
                                                                  Six months  Six months  Year
                                                                  ended       ended       ended

                                                                  June        30 June     31 December
                                                                  2024        2023        2023
                                                                  US$'000     US$'000     US$'000

 Cash Flows from/(used in) Financing Activities
 Proceeds from short term loan                                    1,000       -           -
 Drawdown of loans and borrowings                                 157         -           -
 Repayment of loans and borrowings                                (53)        (611)       (693)

 Net cash from/(used) in financing activities                     1,104       (611)       (693)
                                                                                          (6,198)
 Net changes in cash and cash equivalents during the period/year  (3,538)     (8,080)     3,212
 Effect of changes in exchange rates                              4,039       6,639       7,259
 Cash and cash equivalents at the beginning of the period/year    4,273       7,259
 Cash and cash equivalents at the end of the period/year (i)      4,774       5,818       4,273

 

(i)      Cash and Cash Equivalents

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

 

                              Unaudited   Unaudited   Audited
                              Six months  Six months  Year
                              ended       ended       ended

                              June        30 June     31 December
                              2024        2023        2023
                              US$'000     US$'000     US$'000

 Cash and bank balances       2,428       3,500       1,882
 Short term bank deposits     2,346       2,318       2,391
                              4,774       5,818       4,273
 Less: Deposits pledged (ii)  (2,333)     (2,327)     (2,377)
 Cash and cash equivalents    2,441       3,491       1,896

 

(ii)     Included in short term bank deposits and cash and bank balance is
US$2,333,000 (31 December 2023: US$2,377,000; 30 June 2023: US$2,327,000)
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 2024

 

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 2024 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 2023 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 2023 as described in those
annual financial statements.

 

The interim report and financial statements were approved by the Board of
Directors on 30 September 2024.

 

 

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 business activities that do
not meet the criteria to be an operating segment.  None of these segments
meets any of the quantitative thresholds for determining reportable segments
in 2024 and 2023.

 

Information regarding the operations of each reportable segment is 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 2024 - 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                  (1,869)                       (858)            (193)                    (876)                       944                          (1,063)     (3,915)
 Included in the measure of segment (loss)/profit are:
 Revenue                                                -                             -                -                        -                           -                            -           -
 Cost of sales                                          -                             -                -                        -                           -                            -           -
 Revenue from hotel operations                          -                             -                -                        -                           5,787                        -           5,787
 Revenue from mall operations                           -                             -                1,131                    -                           -                            -           1,131
 Expenses from hotel operations                         -                             -                (137)                    -                           (4,799)                      -           (4,936)
 Expenses from mall operations                          -                             -                (624)                    -                           -                            -           (624)
 Depreciation of property, plant and equipment          -                             -                (13)                     -                           (13)                         -           (26)
 Finance costs                                          (150)                         -                (647)                    (107)                       -                            (842)       (1,746)
 Finance income                                         -                             -                24                       -                           -                            -           24
 Segment assets                                         86                            59               36,638                   337                         1,217                        79,616      117,953
 Segment liabilities                                    1,733                         4                1,641                    1,407                       5,684                        38,217      48,686

 

 

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  (3,915)
 Other non-reportable segments       (630)
 Depreciation
 Finance income                      (130)
 Finance cost                        24
 Others

 Consolidated loss before taxation   (4,651)

 

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

costs
income
assets
 Total reportable segment       -        (26)          (1,766)  24       117,953  48,686               23
 Other non-reportable segments  -        -             (130)    24       9,293    31,738               -
 Consolidated total             -        (26)          1,876    48       127,246  80,424               23

 

 

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                         -                            -           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 - Year ended 31 December 2023 - Audited

 

                                                        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                  (231)                         (139)            (7,815)                  (2,299)                     15                           700         (9,769)
 Included in the measure of segment (loss)/profit are:
 Revenue                                                -                             -                -                        1,205                       -                            -           1,205
 Cost of sales                                          -                             -                -                        (677)                       -                            -           (677)
 Revenue from hotel operations                          -                             -                -                        -                           11,308                       -           11,308
 Revenue from mall operations                           -                             -                2,254                    -                           -                            -           2,254
 Expenses from hotel operations                         -                             -                (346)                    -                           (11,219)                     -           (11,565)
 Expenses from mall operations                          -                             -                (1,277)                  -                           -                            -           (1,277)
 Depreciation of property, plant and equipment          -                             -                (20)                     -                           (12)                         -           (32)
 Finance costs                                          -                             -                (978)                    (192)                       -                            (1,683)     (2,853)
 Finance income                                         1,730                         -                60                       1                           -                            1           1,792
 Segment assets                                         8,123                         61               37,341                   275                         990                          81,533      128,323
 Segment liabilities                                    600                           4                1,232                    1,531                       6,579                        39,389      49,335

 

 

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  (9,769)
 Other non-reportable segments       (921)
 Depreciation                        -
 Finance income                      (60)
 Finance cost                        68
 Others                              (10,682)
                                     (9,769)
 Consolidated loss before taxation   (921)

 

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

costs
income
assets
 Total reportable segment       1,205    (32)          (2,853)  1,792    128,323  49,335               154
 Other non-reportable segments  -        -             (59)     68       9,035    31,571               -
 Consolidated total             1,205    (32)          (2,912)  1,860    137,358  80,906               154

 

 

3        SEGMENTAL INFORMATION (CONT'D)

 

Geographical Information - six months ended 30 June 2024 - Unaudited

 

                             Malaysia  Total
                             US$'000   US$'000
 Revenue                     -         -
 Non-current assets          5,161     5,161

 

Geographical Information - six months ended 30 June 2023 - Unaudited

 

                             Malaysia  Total
                             US$'000   US$'000
 Revenue                     99        99
 Non-current assets          5,174     5,174

 

Geographical Information - year ended 31 December 2023 - Audited

 

                             Malaysia  Total
                             US$'000   US$'000
 Revenue                     1,205     1,205
 Non-current assets          5,294     5,294

 

In the financial period/year ended 30 June 2024; 30 June 2023; 31 December
2023, 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
                                2024        2023        2023

                                US$'000     US$'000     US$'000
 Direct costs attributable to:
 Completed Units                -           100         677

 

6        FOREIGN EXCHANGE LOSS

 

                                        Unaudited   Unaudited   Audited
                                        Six months  Six months  Year
                                        ended       ended       ended

                                        30 June     30 June     31 December
                                        2024        2023        2023

                                        US$'000     US$'000     US$'000
 Foreign exchange loss comprises:
 Realised foreign exchange (loss)/gain  (428)       204         (36)
 Unrealised foreign exchange loss       (3,021)     (5,354)     (1,940)
                                        (3,449)     (5,149)     (1,976)

 

7        TAXATION

 

                                       Unaudited   Unaudited   Audited
                                       Six months  Six months  Year
                                       ended       ended         ended

                                       30 June     30 June     31 December
                                       2024        2023        2023

                                       US$'000     US$'000     US$'000
 Current tax credit                    (65)        (196)       (209)
 Deferred tax (credit)/expense                     -           -
 Total tax credit for the period/year  (65)        (196)       (209)

 

 

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
                                                                                 2024        2023        2023

                                                                                 US$'000     US$'000     US$'000

 Net loss before taxation                                                        (4,651)     (6,104)     (10,682)

 Income tax at rate of 24%                                                       (1,116)     (1,465)     (2,564)

 Add :
 Tax effect of expenses not deductible in determining taxable profit             3,786       1,419       1,212
 Current year losses and other tax benefits for which no deferred tax asset was  566         618         2,569
 recognised
 Less :
 Tax effect of income not taxable in determining taxable profit                  (3,236)     (572)       (1,202)
 Over-provision in respect of prior period/year                                  (65)        (196)       (224)
 Total tax credit for the period/year                                            (65)        (196)       (209)

 

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
                                                              2024         2023         2023
 Loss attributable to equity holders of the parent (US$'000)  (4,507)      (5,459)      (8,732)
 Weighted average number of shares                            159,853,496  198,691,000  198,691,000

 Loss per share
 Basic and diluted (US cents)                                 (2.82)       (2.75)       (4.39)

 

9        SHORT TERM LOANS

 

In February 2024, the Company sought short term finance for working capital
purpose.  As a result, it entered into 3 loan agreements for an aggregate
amount of US$1.0 million, one of which is with a former Director of Aseana and
one of which is with an associate of a former Director of Aseana all of which
are on the same terms.  The loans are interest bearing at 15% per annum, have
a term of up to 12 months and secured by charges over units in the RuMa Hotel
and Residences.

 

The transactions with the above related parties are further disclosed in Note
12.

 

10      LOANS AND BORROWINGS

 

                 Unaudited  Unaudited  Audited
                 As at      As at      As at

                 30 June    30 June    31 December
                 2024       2023       2023

                 US$'000    US$'000    US$'000
 Current
 Bank loans      1,377      1,507      1,471
                 1,377      1,507      1,471

 

The effective interest rates on the bank loans and finance lease arrangement
for the period is 12% (30 June 2023: 12%; 31 December 2023: 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.

 

10      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

2024
2024
 Unaudited   US$'000   US$'000           US$'000            US$'000                     US$'000
 Bank loans  1,471     -                 (53)               (41)                        1,377

 

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

2023
2023
 Audited     US$'000          US$'000           US$'000            US$'000                     US$'000
 Bank loans  1,681            -                 (54)               (70)                        1,471

 

 

11      MEDIUM TERM NOTES

 

                                      Unaudited  Unaudited  Audited
                                      As at      As at      As at
                                      30 June    30 June    31 December
                                      2024       2023       2023

                                      US$'000    US$'000    US$'000
 Outstanding medium term notes        28,618     28,810     29,263
 Less:
 Repayment due within twelve months*  (28,618)   (28,810)   (29,263)
 Repayment due after twelve months    -          -          -

 

* Nil net transaction costs in relation to medium term notes due within twelve
months.  (30 June 2023: Nil; 31 December 2023: 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

2024
June

 2024
 Unaudited          US$'000          US$'000           US$'000            US$'000                     US$'000
 Medium Term Notes  29,263           157               -                  (803)                       (28,618)

 

 

11      MEDIUM TERM NOTES (CONT'D)

 

                    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
 Medium Term Notes  31,264           -                 (611)              (1,843)                     28,810

 

                    As at 1 January  Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 31 December 2023

2023
 Audited            US$'000          US$'000           US$'000            US$'000                     US$'000
 Medium Term Notes  31,264           -                 (639)              (1,362)                     29,263

 

Notes issued by Silver Sparrow Berhad

 

The medium term notes (the "SSB MTNs" or "MTNs") were issued by Silver Sparrow
Berhad ("SSB"), an indirect subsidiary of the Company, pursuant to a programme
with a tenor of ten (10) years from the first issue date of the notes.  The
MTNs were issued by a subsidiary, to fund two development projects known as
Sandakan Harbour Square and Aloft Kuala Lumpur Sentral ("AKLS") in Malaysia.

 

Following the completion of the sale of the AKLS by the Group in 2016, the net
adjusted price value for the sale of AKLS, which included the sale of the
entire issued share capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd.
(the "Aloft Companies") were used to redeem the MTN Series 2 and Series 3.
Following the completion of the disposal of AKLS, US$96.25 million (RM394.0
million) of MTN associated with the AKLS (Series 3) and the 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 were
repayable on 8 December 2023, but they remain outstanding.

 

The MTNs matured on 8 December 2023 however due to the non-completion of the
sale of the Sandakan assets, an event of default occurred as evidenced by the
receipt of a Notice of Default received from the facility agent.  The Group
is engaged in discussion with the bank guarantors for an indulgence to settle
the MTNs.  The Group is engaged in discussion with the bank guarantors to
apply the sale proceeds of the Sandakan Assets for repayment of the MTNs, the
Directors are endeavouring to get the repayment to take place during 2024 with
the first payment made from the purchaser of the assets.  Although the MTNs
are in default, the Group has kept current any and all default interest due.

 

The weighted average interest rate of the MTN was 9.89% per annum at the
statement of financial position date.  The effective interest rates of the
MTN and their outstanding amounts are as follows:

11      MEDIUM TERM NOTES (CONT'D)

                      Maturity Dates   Interest rate % per annum  US$'000
 Series 1 Tranche FG  8 December 2023  9.65                       7,416
 Series 1 Tranche BG  8 December 2023  10.20                      5,649
                                                                  13,065

 

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.

 

Notes issued by Potensi Angkasa Sdn. Bhd

 

Potensi Angkasa Sdn Bhd ("PASB"), an indirect subsidiary incorporated on 25
February 2019, has secured a commercial paper and/or medium term notes
programme of not exceeding US$19.07 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 (the "PASB
Notes" or "Notes") whereby the nominal value of outstanding Notes shall not
exceed US$19.07 million (RM90.0 million) at any one time.

11      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)
 (i)    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 256-271  15 Feb 2024  16,200
 (ii)   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
 (iii)  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
 (iv)   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 272-283  1 Mar 2024   15,350
 (v)    Tranche 123     9 Jun 2021   18,100     Tranche 179      10 Jun 2022  20,000     Tranche 255      12 Jun 2023  20,000     Tranche 307      12 Jun 2024  20,000

 

        Fifth rollover
        Tranche Number   Date         RM ('000)
 (i)
 (ii)   Tranche 284-288  3 Apr 2024   4,750
 (iii)  Tranche 289-306  12 Apr 2024  17,100
 (iv)
 (v)

 

11      MEDIUM TERM NOTES (CONT'D)

 

The weighted average interest rate of the loan was 10.68% 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 256-271  17 Feb 2025     10.0                       3,433
 Tranche 272-283  3 Mar 2025      10.0                       3,253
 Tranche 284-288  3 Apr 2025      10.0                       1,006
 Tranche 289-306  14 Apr 2025     10.0                       3,623
 Tranche 307      12 Jun 2025     12.5                       4,238
                                                             15,553

 

Security for CP/MTN Programme was provided by:

 

(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.

 

Security for each medium term note was provided by:

 

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".

 

 

(i)

12      RELATED PARTY TRANSACTIONS

 

Related party transactions refer to transactions between the Group and its
related parties, such as its substantial shareholders and/or key management
personnel(s), who is/(are) 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.

 

On 26 January 2024, the Group entered into a conditional settlement agreement
with Ireka Corporation Berhad ("ICB") the parent company of its former
development manager, for non-payment of various debts owed to the Group.  All
conditions were eventually satisfied.  Pursuant to the Settlement Agreement,
38,837,504 ordinary shares in the Company held by ICB were transferred to the
Company for cancellation.  Following the share cancellation, ICB's
shareholding was reduced from 23.07% to 4.38% and it has since ceased to be a
substantial shareholder of the Company or its Group.  For details of the
settlement, please refer to Note 13.

 

                                                              Unaudited   Unaudited   Audited
                                                              Six months  Six months  Year
                                                              ended       ended       ended

                                                              30 June     30 June     31 December
                                                              2024        2023        2023

                                                              US$'000     US$'000     US$'000
 ICB Group of Companies
 Accrued interest on shareholders advance payable by ICB      -           1,001       1,730
 Accrued interest on a contract payment by an ICB subsidiary  -           -           -

 Key management personnel
 Directors' fees                                              111         112         244
 Consulting fees                                              150         150         300
 Sums paid to third parties *                                 24          -           13
 Loan interest                                                98          -           -
 Drawdown of short term loan                                  650         -           -

 

*   represents company secretarial fee payable to ICECAP (Secretaries)
Limited ("ICECAP"), which was negotiated on an arm's length basis, but was
classified as related party transaction nonetheless due to the existence of a
common director.

 

 

12      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
                                  2024        2023        2023

                                  US$'000     US$'000     US$'000
 Non-controlling interests
 Advances - non-interest bearing  -           -           (5)

 

The outstanding amounts due from ICB and its group of companies as at 30 June
2024, 30 June 2023 and 31 December 2023 are as follows:

 

                          Unaudited  Unaudited     Audited
                          As at      As at         As at
                          30 June    30 June       31 December
                          2024       2023          2023

                          US$'000    US$'000       US$'000
 Net amount due from ICB  -          5,713  6,948

 

The outstanding amounts due to the other significant related parties as at 30
June 2024, 30 June 2023 and 31 December 2023 are as follows:

 

                                  Unaudited  Unaudited  Audited
                                  As at      As at      As at
                                  30 June    30 June    31 December
                                  2024       2023       2023

                                  US$'000    US$'000    US$'000
 Non-controlling interests
 Advances - non-interest bearing  (1,051)    (1,063)    (1,080)

 

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

 

 

13      SETTLEMENT AND SHARE CANCELLATION

 

The Group filed a claim against ICB on 21 October 2022 in the Malaysian Courts
in relation to the Joint Venture Agreement with respect to the RuMa Hotel
& Residences.

 

On 26 January 2024, a conditional settlement was reached between the Group and
ICB, whereby:

 

(a)        ICB would transfer 38,837,504 shares in the Company held by
it back to the Company;

(b)        ICB would also transfer its 30% shareholding in Urban DNA
Sdn Bhd and The RuMa Hotel KL Sdn Bhd to the Group;

(c)        In return, the Company agreed to withdraw its claim against
ICB; and

(d)       the settlement constituted the full and final settlement of
all claims and debts between the parties.

 

The settlement agreement was conditional upon both parties obtaining their
respective approvals.  It was duly approved by the shareholders of the
Company in an Extraordinary General Meeting held on 27 February 2024 and on 25
March 2024, ICB received the approval for the settlement from the Winding Up
Court in Malaysia.  The conditions were thus satisfied and the settlement
agreement had become binding.

 

All terms of the settlement were eventually completed by the end of May 2024.

 

14      EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE

 

Up to 30 June 2024, the Group entered into Sale and Purchase Agreements for
the sale of 20 RuMa Residences units (the "Units") for a gross consideration
of RM 33.3 million (approximately US$7.1 million), 12 more Units were
subsequently sold with a gross consideration of RM 19.5 million (approximately
US$4.1 million).  These Units were used to secure a principal debt of RM 29.7
million (approximately US$6.3 million) under the CP/MTN Programme.

 

The sale of 16 of the above Units were subsequently completed after 30 June
2024, representing an aggregate gross sale price of RM 28.9 million
(approximately US$6.1 million) and which was utilized to repay the principal
debt of RM 17.3 million (approximately US$3.7 million) as well as other debt
obligations and costs associated with the Units.

 

In September, the Group made further progress in the sale of 5 more RuMa
Residences units, for gross consideration of RM 7.7 million and Sale and
Purchase Agreements have been signed on 4 of them as at the date of this
report, with that for the 5(th) unit expected to be signed shortly.

 

15      DIVIDENDS

 

The Company has not paid or declared any dividends during the financial period
ended 30 June 2024.

 

16      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

 

For greater detail, please refer to page 18 of the Company's Annual Report for
2023, 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

 

30 September 2024

 

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