REG - VinaCapital Vietnam - Half-year Report
RNS Number : 2264UVinaCapital Vietnam Opp. Fund Ltd28 March 2019
VINACAPITAL VIETNAM OPPORTUNITY FUND LIMITED
Interim Report and Condensed Interim Financial Statements
for the period 1 July 2018 to 31 December 2018
CHAIRMAN'S STATEMENT
Investment Strategy and Performance
The more challenging market conditions which we reported for the first half of 2018 continued into the second half, which is the period under review. Your Company was not immune to this, recording a fall in Net Asset Value ("NAV") per share of 4.6% and a decrease in the share price of 1.4%, compared with a fall of 8.0% by the VN Index. Accounting for dividend distributions to shareholders, the total return on a NAV per share basis is -3.6% (in United States Dollar ("USD") terms).
It is, of course, disappointing to report a decline in NAV. However, as set out in more detail in the Investment Manager's report, the fundamental economic argument for investment in Vietnam remained compelling, with strong growth, controlled inflation coupled with a stable currency and continued foreign direct and indirect investment.
In the half year under review we completed the final sale of direct real estate development projects, which leaves us with a portfolio made up of one operating real estate asset and the remainder entirely of equity and equity-like investments in both listed and unlisted companies. The approach of our Investment Managers is to seek meaningful, strategic stakes in companies. They are very selective in the investments which they make on our behalf and we are encouraged by the prospects for the investments which were made in recent months, as well as by their analysis of those which were turned down.
Dividends
On 27 March 2019, the Board declared an interim dividend of 5.5 US cents per share in respect of the half year ended 31 December 2018. This was at the same rate as the second interim dividend paid for the financial year ended 30 June 2018. These two dividends in total represent approximately 2% of the NAV per share as at the end of the financial year ended 30 June 2018.
Our policy remains to pay a dividend of approximately 1% of NAV twice each year, in March and October. Your Board believes that paying a steady dividend is a key element in attracting investors with the aim of helping to reduce the discount over time.
Investment Management Agreement
We have completed and signed a revised Investment Management Agreement, incorporating the changes to the investment management fee which were described in last year's annual report. In summary, the structure of the fee is now:
Base management fee:-
• 1.50% of net assets, levied on the first USD500 million of net assets;
• 1.25% of net assets, levied on net assets between USD500 million and USD1,000 million;
• 1.00% of net assets, levied on net assets between USD1,000 million and USD1,500 million;
• 0.75% of net assets, levied on net assets between USD1,500 million and USD2,000 million; and
• 0.50% of net assets, levied on net assets above USD2,000 million.
Incentive fee:-
• The incentive fee rate has been reduced to 12.5% of any increase in NAV over the hurdle rate;
• The hurdle rate for incentive fees will remain unchanged at an 8% annual compounded rate;
• The cap on incentive fees to be paid out in any year will remain unchanged at 1.5% of the weighted average of month end net assets;
• If the NAV has fallen at any year end subsequent to the 30 June 2018 year end, an appropriate proportion of the unpaid and carried forward incentive fee will be clawed back and the high water mark adjusted accordingly, thereby releasing accruals which would have remained on the Company's balance sheet under the previous structure. From the current accounting year, any further incentive fees which are earned at the lower 12.5% rate will only be classed as payable up to the level at which the fee cap takes effect but any excess will be recorded as a liability for the fees expected to be paid out in future years. While the mechanism for calculating fees earned at the lower rate is a little different from that described in the Chairman's Statement for the year ended 30 June 2018, the result is arithmetically identical and the calculation methodology is simplified; and
• 25% of any incentive fee paid will be used by the Investment Manager to buy shares in the Company through open market purchases. These shares will be subject to minimum holding period of 12 to 24 months.
The reduction in base fee has resulted in a decrease in fees over the period, while the modifications to the incentive fee will result in some of the accrued and carried forward incentive fees being clawed back if the NAV at the 30 June 2019 year end remains below the level as at 30 June 2018.
Discount Management
As at the end of December 2018 the share price discount to NAV was 17.3%, a marginal improvement from the 20.1%, at the June 2018 financial year end. Over the half year under review, the shares have traded at discounts in the range 14.9% to 20.2%.
We have a continuing strategy to try to reduce the discount at which your Company's shares trade to NAV, as we continue to believe that the prevailing discount does not fairly reflect the strong absolute returns which the Company has made, or its prospects over both the medium and long term. Our efforts to reduce the discount concentrate both in attempting to increase demand for shares and, where necessary, to reduce supply by buying back shares. During the half year under review, 8.1 million shares were bought back, representing 4.2% of the shares in issue at the start of the year. Since we commenced buying back shares in 2011, the Company has purchased some 138.6 million shares, being 42.7% of shares in issue before the first buy back. In order to limit the number of shares held in treasury, the Company cancelled 9.2 million treasury shares in August 2018.
As regular readers of our accounts will be aware, the Board, Investment Manager and advisors have made great efforts in trying to limit the discount. In attempting to stimulate demand in recent years, we have: changed the Company's listing venue to the premium segment of the London Stock Exchange (which resulted in it being included in the FTSE250 Index); changed the domicile to Guernsey; commenced the payment of dividends; changed our arrangement with our Investment Manager so that management of our assets is delegated to a regulated entity in Vietnam; and employed additional resources in marketing the Company's shares.
Our efforts to reduce the discount will continue unabated.
The Board
As reported in the Annual Report for the year ended 30 June 2018, Martin Adams retired from the Board at the Annual General Meeting ("AGM") on 10 December 2018.
Julian Healy was appointed to the Board on 23 July 2018.
As I have previously stated, I believe that a Company of the size and complexity of yours should have five Directors on the Board and we have begun the process of identifying suitable candidates and I expect that an appointment will be made in the second half of the financial year.
AGM and Discontinuation Vote
Last year's AGM was held on 10 December 2018 in Guernsey.
I am pleased to report that shareholders voted by a large majority in line with the Board's recommendations on each of the 14 resolutions at the AGM. That is, shareholders voted in favour of resolutions 1 to 13 and against resolution 14, the "discontinuation vote" so that the Company will continue in existence. I would like to reiterate the Board's commitment to hold a vote on the continuation of the Company every five years; the next such vote is expected to be held at an AGM in December 2023.
Outlook
As measured by the VN Index, which admittedly is an imperfect measure, the Vietnamese stock market reached a peak in April 2018, declined quite rapidly thereafter and has traded within a fairly wide range with no apparent sense of direction over the six months under review.
In the current global capital market environment where volatility and uncertainty prevail, there is a dearth of growth opportunities which offer enough fundamental strength to provide some shelter. Vietnam seems to be one of the few growth opportunities. The attractive economic conditions which I mention above leave us with a market which appears attractively priced, with a positive outlook for earnings and with a stable currency, supported by foreign investment flows. As described in the Investment Manager's review, many of the foreign inflows are in the form of direct investment into manufacturing and supporting infrastructure. Such capital is, of course, longer term in nature than investments into stock or bond markets. This augurs well for the Vietnamese economy for the foreseeable future.
INVESTMENT MANAGER'S INTERIM REPORT
In the six months ended 31 December 2018, the Vietnam Index (VN Index) closed at 893 points, declining by 8.0% in USD terms, while the MSCI Vietnam Index returned -10.0%.
In comparison, the Company's NAV fared better than the benchmarks, declining by 4.6% on a per share basis, while the share price decreased by 1.4% in USD terms (in Great British Pound ("GBP") terms, the NAV declined by 0.5% and share price increased 2.5%, respectively). Accounting for dividend distributions to shareholders, the total return on a per share basis is -3.6% (in USD terms).
On a calendar year basis (January to December 2018), the Company's NAV declined by 8.1%, or by 6.1% on a total return basis, while the share price decreased by 5.6% in USD terms (in GBP terms, the NAV declined by 1.9% and share price increased by 0.6%, respectively). In comparison the VN Index declined by 11.2% in USD terms during the same period, demonstrating that we have been able to maintain a degree of performance better than the benchmarks.
31 December 2018
30 June 2018
Total return per share1
(3.6)%
USD terms
NAV (USD million)
954.76
1,043.4
NAV / share
5.13
5.38
Share price2
4.24
4.30
Change in NAV per share3
(4.6)%
GBP terms
NAV (GBP million)
752.83
790.30
NAV / share
4.05
4.07
Share price
3.34
3.26
Change in NAV per share3
(0.5)%
Discount
(17.3)%
(20.1)%
VN Index return4
(8.0)%
MSCI Vietnam Index return
(10.0)%
Notes:
1. Total return per share, inclusive of dividends, USD terms, from 30 June to 31 December 2018.
2. USD share price based on Reuters foreign exchange rate at reporting date.
3. Change in NAV per share over the financial year to date, from 30 June to 31 December 2018.
4. Source: Bloomberg, Reuters. Simple return basis (excluding dividend reinvestment), USD terms, from 30 June to 31 December 2018.
Markets return to stability off the back of strong macroeconomic fundamentals
Vietnam's stock markets entered "bear" market territory in June 2018 after having peaked only three months earlier in April, riding off the back of a very successful 2017. Thus, we started our financial year 2019 on a "low" note, but the down trend continued and the poor performance of the VN Index during the second half of calendar 2018 was initially driven by fear of contagion in emerging markets that started in July with the slide in the Turkish Lira and continued weakness in the Argentine Peso. The trade spat between the US and China escalated in July through to December and weighed heavily on global markets and currencies, including Vietnam.
Nevertheless, Vietnam's currency, the Vietnam Dong (VND), held steady during the year and only declined by 2.1% compared to a decline of 5.0% and 7.5% for the Philippines and Indonesia, respectively, which had to raise policy rates to defend their currencies. Moreover, some economists (including our own) believe that in an all-out US/China trade war, Vietnam stands to be a net beneficiary in the long-run as it encourages companies to relocate production facilities from China to Vietnam, and also in the short-term as well, as American companies place orders with Vietnamese companies instead of Chinese suppliers in order to avoid tariffs.
Still, these favourable factors did little to halt a slide in the stock market and the subsequent de-rating that took place. On 1 January 2018, the VN Index started the calendar year on a trailing 12-months price-to-earnings (P/E) ratio of 18.3x but ended the year trading at 15.0x despite strong earnings per share (EPS) growth of almost 25% for the year (or approximately 18% excluding the newly listed Vinhomes (VHM)). The 25% correction in the VN Index from its April 2018 peak now offers growth at a reasonable price. And with consensus EPS growth in the mid-teens for 2019, Vietnam's stock market valuation is attractive compared to regional emerging market peers on a Price Earning Growth (PEG) ratio basis.
Market Cap (USD bn)
P/E
2018
P/E
2019F
EPS growth
2019F
PEG
2019F
Vietnam (VN Index)1
124
15.0
13.4
12
1.1
Philippines (PCOMP)
178
18.1
15.7
15
1.0
Malaysia (KLCI)
259
21.2
16.7
27
0.6
Indonesia (JCI)
488
19.6
14.9
31
0.5
Thailand (SET)
493
16.2
14.2
14
1.0
Average ex VN
355
18.8
15.4
22
0.7
VN P/E discount to regional peers
-20%
-13%
Notes:
1. VN Index market capitalisation only includes companies listed on the Ho Chi Minh Stock Exchange (HSE) and excludes the market capitalisation of companies listed on the Hanoi Stock Exchange (HSX) and the Unlisted Public Companies Market (UPCoM).
Source: Bloomberg, VinaCapital. P/E 2018 and P/E 2019F were based on Index level as at 31 December 2018.
Against this backdrop of market volatility, we can sometimes forget the sound macroeconomic fundamentals that underpin the country. Vietnam's GDP growth reached an 11-year high of 7.1% in 2018, compared to 6.6% for China and 6.0% on average for Asia Ex-Japan according to Bloomberg estimates. Looking ahead, the market consensus is that GDP is forecasted to grow at 6.5% to 6.7% in 2019 and 6.3% in 2020, which places Vietnam well above emerging market regional peers.
This growth is underpinned by continued investment in the economy, through foreign investments (both direct and indirect) and government spending, as well as continued export growth and strong domestic consumption. Foreign direct investment (FDI) inflows remained strong even against the backdrop of the ongoing trade war between the US and China. FDI disbursements increased 9.1% year-on-year, reaching USD19.1 billion, while registered FDI held more-or-less steady at USD35.5 billion, indicating that international investors remain committed to investing in Vietnam over the long-term. Furthermore, FDI can be considered as "sticky" money, a long-term investment which is less prone to outflows in times of market crisis.
Inflation remained modest, increasing 3% year-on-year, while credit growth reached 14%, a welcome decline from previous years and a sensible level given the potential upward pressure on interest rates. Exports grew by 13% year-on-year, reaching USD244 billion (or 102% of GDP) in 2018, which helped maintain a strong trade surplus of approximately USD7 billion or 3% of GDP in 2018, up from a little over 1% of GDP in 2017.
The stable currency, as mentioned earlier, has meant that Vietnam so far has not had to raise policy rates to defend the VND. Meanwhile, the trade surplus and strong foreign currency remittances from abroad have meant that the government has only needed to use a limited amount of its foreign currency reserves to support the local currency. Since July 2018, Vietnam has spent USD6 billion of its FX reserves to maintain the value of the VND, bringing the State Bank's FX reserves to about USD58 billion, or 2.9 months' worth of imports, versus the 3-month minimum level recommended by the IMF, World Bank and others. This is not believed to be a serious issue because of substantial net cash inflows to Vietnam, as evidenced by persistent current account, and balance of payment surpluses over the last 6 years.
A more detailed update of the economy from Michael Kokalari, Chief Economist, follows this report.
Valuations across public and private markets return to attractive levels
Inflows from foreign indirect investments ("FII"), which are essentially investments into the stock markets from foreigners, reached approximately USD19.1 billion for 2018, an increase from USD17.5 billion, or 9.1% compared to 2017, indicating that Vietnam remained an attractive destination for both strategic as well as portfolio investors. However, looking at the second half of the year from July to December, FII inflows were USD5.8 billion, as the mega-deals that punctuated the first half of the calendar year all but disappeared as market volatility set in, liquidity dried up, and valuations declined.
Recall that during the first half of the calendar year, there were several State-owned company divestments, and we participated in some of these privatisations (or equitisations as they are known here in Vietnam), including Binh Son Refinery (BSR) and Petro Vietnam Power (POW), deploying USD24.4 million and USD22.2 million respectively. Furthermore, we shied away from several large, richly valued IPOs such as:
· Techcombank (TCB, leading private bank) which went to IPO at VND128k per share (approximately USD5.50 per share) and has declined 39% by 31 December 2018, while the VN Index declined 23% during the same period (from IPO to calendar year end); and
· Vinhomes (VHM, leading residential property developer) which IPO'd at VND115k per share (approximately USD4.95 per share) and has declined 20% by calendar year end, whereas the VN Index declined 16% during this same period.
Focusing on the second half of the calendar year (the first half of our financial year), there were scant IPO or equitization opportunities that took our interest. We did not participate in the private placements of several companies, including:
· Masan (MSN, leading consumer goods company), which suffered a decline of 23% since placement to 31 December 2018. In comparison, the VN Index declined 12% over the same period (from placement to calendar year end). MSN offered a 10% stake for USD475 million at a P/E multiple of 23.7x, and which was taken up entirely by SK Group; and
· Sabeco (SAB, leading beer company), which experienced a decline of 15% since their placement to 31 December 2018, where we saw a significant rise in the share price on the last trading day of the year, but subsequent to calendar year end, we have seen the share price decline a further 10.3% up to 28 February 2019. In comparison, the VN Index declined 6% over the same period (from placement to calendar year end) and subsequent to year end up to 28 February 2019, the VN Index has increased 8.1%. SAB, as part of the government's commitment to sell down its stake in this leading beer company, offered a 54% stake for USD4.9 billion, which implied a P/E value of 42x, at a time when peer group consumer beverage company's average P/E was 30x with stronger earnings growth than SAB.
Given these rich valuations and other reasons, we did not take part in what was offered to the market, but rather turned our focus to privately negotiated and private equity opportunities, an area where we have been able to consistently demonstrate our differentiated investment strategy.
Continued focus on private equity and privately negotiated investment opportunities
As at 31 December 2018, the investment portfolio consisted of the following asset classes:
31 December 2018
30 June 2018
Asset class
USDm
%
USDm
%
Listed equities
640.1
67.0
694.5
66.6
Unlisted equities1
181.4
19.0
202.0
19.4
Private equity
122.2
12.8
112.2
10.8
Operating assets
12.0
1.3
13.3
1.3
Direct real estate
0
0
20.1
1.9
Cash and others2
(0.9)
(0.1)
1.3
0.0
Total NAV
954.8
100
1,043.4
100
NAV per share
USD 5.13
USD 5.38
Notes:
1. Unlisted equities include over-the-counter securities, and publicly listed investments currently traded on UPCoM (the Unlisted Public Company Market of the Hanoi Stock Exchange).
2. As at 31 December 2018, cash was 1.7% of NAV. Others includes receivables and payables.
The portfolio allocation has remained more-or-less consistent over the financial year to date, as we focus on private equity and privately negotiated investment opportunities. Just as 2018 came to an end, we closed one more private equity investment, deploying USD25.4 million through a structured product with Novaland (NVL). We negotiated a structured product with an annual coupon of 10% paid semi-annually, plus a committed IRR of 17% (in VND terms) upon redemption, as well as a warrant for a quarter of the investment's value exercisable in two years based on the agreed share price at investment date. This gives us both downside protection as well as upside participation should the share price rise significantly over the period of investment. This investment increased our private equity portfolio to 12.8% of NAV.
In August, we made an investment of USD17.4 million alongside a co-investor, in Tam Tri Medical Joint Stock Company ("Tam Tri Medical"), a growing network of private hospitals throughout south and central Vietnam. Tam Tri Medical currently operates four general hospitals in Ho Chi Minh City, Dong Thap, Nha Trang and Da Nang, with approximately 500 beds and more than 700 employees. The company is growing by more than 30% per annum, as Vietnamese consumers look for alternatives to the overburdened domestic public health system or opting to travel overseas to receive private healthcare.
This private equity transaction gives VOF a significant minority stake in Tam Tri Medical, which expects to use the capital to expand current facilities and acquire new facilities to improve economies of scale. Tam Tri Medical's CEO is Dr Nguyen Huu Tung, who previously founded the Hoan My Medical Corporation. VOF invested in Hoan My in 2009, the pioneer M&A transaction in Vietnam's private healthcare sector. Hoan My was sold to an international investor in 2013 with that investment delivering an IRR of 38% in USD terms and 2.3x multiple on invested capital to VOF.
In October, we successfully disposed of our holdings in American Home Vietnam to a Vietnamese strategic buyer. American Home Vietnam was a private equity investment which the Company made in 2005, and over the past 13 years we have worked with the company's management to modernise and improve the ceramic business as well as launch a new "Home Depot" business concept. The divestment delivered an IRR of 12.8% in USD terms, over the life of the investment.
We have also completely divested the direct real estate portfolio with the sale of the Green Park Estate development project in October. Recall that over the past two years or so, we have made a committed effort to reduce the Company's exposure to real estate development risk and have been able to sell down the portfolio at or above NAV in most instances, returning approximately USD217 million in gross proceeds back to the Company.
Given market conditions and overall valuations reverting to the norm, we have seen plenty of opportunities on the private side. Companies and entrepreneurs continue to look for capital, and perhaps more importantly, to find a partner like ourselves to help them grow, institutionalise and work with them on strategy, market access, partnerships and, in some instances, eventually exiting to a strategic buyer. We are currently looking at over 20 deals at various stages of progress, in sectors that focus mainly on consumer spending as well as infrastructure. As and when we consummate these investments for the fund, we will announce them to the market.
We have used the proceeds of the capital market, direct real estate and private equity divestments to re-invest into private equity and privately negotiated opportunities, as well as return capital to shareholders in the form of share buybacks and now regular dividends.
Portfolio companies continue to deliver on strong fundamentals
The top 10 holdings have changed slightly over the past six months, primarily a function of market movements and divestments:
Investment
Asset class
Sector
31 December
2018
% of NAV
Investment entry method
1.
Hoa Phat Group (HPG)
Listed equity
Construction materials
11.8
Private equity
2.
Khang Dien House (KDH)
Listed equity
Real estate & construction
9.3
Private equity
3.
Airports Corporation of Vietnam (ACV)
Unlisted equity1
Infrastructure
8.1
Equitization
4.
Phu Nhuan Jewelry (PNJ)
Listed equity
Consumer discretionary
6.1
Private equity
5.
Vinamilk (VNM)
Listed equity
Food & beverage
5.9
Equitization
6.
Coteccons (CTD)
Listed equity
Real estate & construction
3.9
Private placement (PIPE2)
7.
Eximbank (EIB)
Listed equity
Financial services
3.9
Private equity
8.
Vietjet Air (VJC)
Listed equity
Industrials
3.7
Private equity
9.
Quang Ngai Sugar (QNS)
Unlisted equity1
Food & beverage
3.5
Private placement
10.
An Cuong Woodworking (ACW)
Private equity
Construction materials
3.1
Private equity
Total 10 holdings as % of NAV
59.3
Notes:
1. Unlisted equities include over-the-counter securities, and publicly listed investments currently traded on UPCoM (the Unlisted Public Company Market of the Hanoi Stock Exchange).
2. Private Investment in Public Equities (PIPE) transaction.
As discussed above, the NAV declined by 4.6% over the first six months of this financial year, while the VN Index declined by 8.0%, demonstrating that even in times of market volatility, the portfolio composition and investment style continues to outperform through its differentiated strategy.
Asset class
31 December 2018
financial year-to-date return
%
Contribution to return
%
Listed equities
(5.2)
(3.5)
Unlisted equities
(2.7)
(0.5)
Private equity
2.5
0.3
Operating assets
3.4
0.0
Direct real estate
2.5
0.0
NAV/share return
(4.6)
Total portfolio return1
(3.6)
VN Index return2
(8.0)
Notes:
1. Total return per share, inclusive of dividends, USD terms, from 30 June to 31 December 2018.
2. Source: Bloomberg, simple return basis (excluding dividend reinvestment), USD terms, from 30 June to 31 December 2018.
VOF's capital market portfolio, which consists of listed and unlisted equities, outperformed the VN Index by 3.3% (-4.7% vs -8.0% for the VN Index, USD terms) in the second half of the calendar year with contributions from stocks such as Khang Dien Housing, Phu Nhuan Jewelry, Petro Vietnam Power, and Quang Ngai Sugar. These holdings have been a core part of the portfolio over the years, and we still like these companies given their strong growth and attractive valuations relative to peers and the overall market. Nevertheless, we have trimmed our position in Hoa Phat Group ("HPG") slightly given at one point it came close to 15% of NAV. As at the end of December, HPG accounted for 11.8% of NAV, down from 14.6% of NAV in 30 June 2018. Another key holding that we continued to reduce was Vinamilk ("VNM"), where volume growth has slowed. With a valuation that is more than fair, we think VNM's upside is limited over the next 6 to 12 months and we continue to trim this portfolio position.
In the first half of our financial year, we have raised approximately USD129 million in cash from the sale of these and other capital markets holdings, and we have deployed a substantial portion of this into private deals as well as share buybacks and paying dividends to shareholders.
For the period up to
31 December 2018
Invested
USDm
Divested
USDm
Capital markets
54.0
74.2
Private equity
43.3
32.7
Real estate1
-
22.4
Total
97.3
129.3
Note:
1. Including transactions in Operating Assets.
In terms of sector exposure, while we have fully divested all the direct real estate, the investment in real estate construction, and construction materials, through listed, unlisted and private equity investments is our largest sector exposure. These include companies such as HPG (construction material) and the largest private construction company Coteccons ("CTD"), as well as a smaller but rapidly rising construction company, Ricons ("RCI"), and real estate developer Khang Dien House ("KDH"). Together this sector accounted for 19.3% of NAV and we are looking to reduce our exposure by trimming our stakes in all three companies at the right valuations. While we maintain a positive outlook for real estate, the sector may continue to face headwinds given the possible slowdown in credit growth which may be slightly lower in 2019 versus 2018, and recent issues concerning the fair compensation for land acquired by certain real estate developers. As such we think the contracts for construction companies will be harder to come by, though some developers, such as CTD are making up for this by expanding into building factories in industrial parks given interest from foreign manufacturers looking to build factories in Vietnam to by-pass the trade war.
For the real estate sector, our development exposure is through Khang Dien Housing ("KDH"), which already holds a large land bank and will benefit as other developers struggle to secure new licenses. KDH has traditionally built landed town-houses but recently moved into apartment buildings given higher margins. Thanks to KDH's track record and strong reputation, this new segment has been successful, proven by very strong take-up rates (i.e. over 80%) in two apartment projects (Jamila and Safira) launched between 2017 and 2018.
For the capital market portfolio as a whole, our turnover despite being slightly higher than historical average (averaging 15.6% for the last 5 financial years) and the return has been relatively strong, both in absolute and relative terms. Relative to peers, we have performed better and on a like-for-like basis, if viewed purely as a capital market fund, our active share return has always been significant. We believe that this "concentrated, conviction holding" strategy is paying off for our investors over the medium to long-term.
31 December 2019
Turnover FY2019 year-to-date
10.2%
Average 5-year turnover1
15.6%
Active share of the listed, unlisted portfolio, and private equity portfolio in comparison to the VN Index as 31 December 20182
51.5%
Average 5-year active share of the listed, unlisted portfolio, and private equity portfolio in comparison with the VN Index1,2
46.5%
1. Source: Bloomberg, VinaCapital
2. Active share: percentage of holdings in the portfolio that are over or under the VN Index weight.
Looking ahead for 2019
Looking forward, we expect to see continuing volatility in the local stock market, with a stronger correlation to major global events. We believe that Vietnam continues to be one of the most attractive investment destinations in emerging and frontier markets, and in particular the ASEAN region, thanks to a stable political environment, solid macroeconomic fundamentals, and a strong level of domestic consumption as wages and living standards improve. Despite indications of slowing global demand, the outlook remains positive for Vietnam, with measures like the Purchasing Managers' Index in December 2018 reaching 53.8, topping ASEAN peers (Vietnam has consistently maintained a score above 50 for the past two years, with a level above "50" indicating an expansionary manufacturing level).
Despite the likelihood of continuing volatility in the stock markets, reasonable valuations for listed stocks should translate into some investment opportunities both in terms of on-market transactions such as block deals, as well as private investments in public equities ("PIPE"). On the former, some of our large holdings have not come down significantly enough for us to consider adding to our positions, though we think the latter (PIPE deals) will now be more attractive, especially those deals that typically come with a 10-20% discount to prevailing market prices. For negotiated deals/private equity deals, the lower public valuations should also dampen owners' aggressive expectations, especially at companies that previously envisaged IPO as an exit. We will continue to focus on sectors that have strong secular growth stories and/or have scarcity values (such as no equivalent companies in the public market). A good example is healthcare, where we have made several investments and have demonstrated a good track record. Nevertheless, we will also consider investing in companies in sectors with which we are not as familiar, as long as we think there is an opportunity to make good return to our shareholders in the medium term.
With that in mind, the team and myself continue to focus finding opportunities in an incredibly dynamic and exciting market where we can make consistent and stable medium to long-term returns. In December our Shareholders voted for the third time to continue the fund for another five years, which we take as a strong signal of support for the structure, strategy and investment focus that we strive to execute. Again, I wish to thank the Board and our Shareholders for their continued support, particularly during what may be a challenging near-term.
Economic Update
GDP Growth driven by consumption and manufacturing
Vietnam's GDP growth accelerated from 6.8% in 2017 to an 11 year high of 7.1% in 2018, driven by an improvement in the growth rate of the country's mining sector, and by a widening of Vietnam's trade surplus from 1.3% of GDP in 2017 to 2.8% of GDP in 2018.
The growth of household consumption, which accounts for nearly two-thirds of Vietnam's gross domestic product, remained strong, albeit nearly unchanged at an estimated 9% growth rate last year. However, we believe that the high pace of household consumption growth in Vietnam is unsustainable, and is likely to fall back to a circa 8% rate in 2019, which would bring the country's overall GDP growth rate down to 6.5-6.7% in 2019. The growth rate of real retail sales, which is an accurate proxy for household consumption growth, averaged 7% in 2012-16.
Next, note that Vietnam's mining sector, which accounts for 7.4% of Vietnam's gross domestic product, shrank by 7.1% year on year ("YoY") in 2017, but the rate of decline in the mining sector output slowed to a 3.1% decline in 2018, which boosted the country's GDP growth rate by 0.3% pts.
Vietnam's oil production volume declined by 11% in both 2017 and 2018, owing to physical constraints that inhibit oil exploration and production firms from pumping oil from existing, aging wells but the country's coal production increased from negligible growth in 2017 to 9% growth in 2018, and natural gas production also improved, both of which augmented the mining sector's output. We do not believe that the improvements in coal and natural gas production growth are sustainable, which also explains our expectation that the country's GDP growth rate is likely to decelerate in 2019.
In contrast to the modest improvement in Vietnam's mining sector in 2018, the growth of the country's manufacturing output moderated from 14.4% YoY growth in 2017 to 13% in 2018, which was attributable to a leveling off of the production growth of smart phones and other high tech products that had enjoyed tremendous growth in recent years. Specifically, Vietnam's mobile phone production growth fell from 7% in 2017 to -1% YoY in 2018, and the country's high tech export growth fell from 33% in 2017 to 12% growth in 2018.
That said, the prospects for the continued high growth of Vietnam's manufacturing output in 2019 are encouraging, given that the average of the country's Purchasing Manager's Index ("PMI") survey reached a record high of 53.8 in 2018, and given that the PMI has been above the '50' expansion-contraction threshold for more than two years. Furthermore, FDI inflows grew by 9% in 2018, which augers well for continued gains in the country's manufacturing output, because over half of Foreign Direct Investment to Vietnam is earmarked for the development of manufacturing facilities.
Inflation
Vietnam's consumer price index ("CPI") inflation rate increased from 2.6% at the end of 2017 to 3% at the end of 2018, which was driven by an increase in Vietnam's food price inflation from -1.8% in 2017 to +5% in 2018, which was in turn driven by surging pork prices, attributable to the outbreak of African Swine Fever in China. That said, medical price inflation plunged from 28% in 2017 to 3.7% in 2018 because the government curtailed medical price hikes after having more-or-less doubled the prices of most medical services over 2016-17.
We expect inflation to increase to 3.5% by the end of 2019, driven by further administrative prices hikes, which are expected to add about 1% to the country's inflation rate this year, although we also expect Vietnam's food price inflation to fall back to 3% in 2019, which is in-line with the average of the country's food price inflation rate in recent years, and which would reduce headline inflation by about 1 percentage point, ceteris paribus.
Note that administrative price hikes in 2019 include an expected 5% hike in retail electricity prices, a scheduled 3% hike in healthcare prices, and to a hike to taxes on petrol prices that effectively boosted retail petrol prices by about 5% starting from 1 January 2019.
Interest Rates
The modest increase in Vietnam's inflation rate in 2018 was accompanied by an increase in interest rates of a comparable magnitude. Specificially, the average lending interest rates offered by local banks increased by about 50 basis points during the year to circa 9.5%, although the deposit interest rates banks offered savers only increased by about 15 basis points because the banking system was flush with liquidity for most of the because of the developments in the local foreign exchange market that are discussed below.
The abundant liquidity in the country's banking system was also reflected by the fact that the average level of interbank interest rates in Vietnam during 2018 was unchanged from the level in 2017, as was the yield of 10 year Vietnam Government Bonds at the end of 2017 and at the end of 2018. That said, interbank interest rates in Vietnam soared from 0.9% at the beginning of VOF's financial year in July 2018, to about 5% at the end of December 2018, despite an estimated net injection of over USD5 billion into the banking system by the State Bank of Vietnam (SBV) in the second half of 2018.
The increase in Vietnam's interbank interest rates in the second half of 2018 was driven by the seasonal tendency of interest rates to rise at the end of the calendar year, due to the need for banks to meet liquidity ratios at the end of the year, but it was also attributable to the sale of FX reserves by the SBV that effectively drained VN Dong out of the domestic economy (i.e. the central bank purchases VN Dong from local economic actors, and those purchases are paid for with USD held by the central bank as FX reserves).
The Vietnamese Dong (VND)
Emerging Market FX rates endured extreme volatility in the spring of 2018, but starting from the beginning of VOF's financial year in July 2018, the VN Dong exchange rate depreciated by less than 1% against the US Dollar until end-December 2018 (the VND depreciated by about 2.1% against the USD in the whole of 2018).
Part of the reason for the stability of the VN Dong in the second half of 2018 was that the value of the Dollar stabilized against a wide basket of emerging market currencies, but the stability of Vietnam's currency was also due to the proactive actions of the SBV, which helped firm up locals' sentiment towards the VN Dong.
In the early part of calendar year 2018, the SBV net accumulated about USD12 billion of FX reserves, but starting from May 2018, Vietnam's central bank sold about USD6.5 billion worth of FX reserves, and bought VND, in order to support the value of the countrys' currency - so the total amount of Vietnam's FX reserves increased by about USD5.5 billion in 2018 to about USD58 billion, or 2.9 month of imports (the SBV does not regularly publish Vietnam's exact FX reserves).
As a result, the VN Dong remained more stable against the USD than did the values of Vietnam's regional peer EM countries.
Looking ahead
Vietnam's GDP growth is likely to remain robust in 2019, although growth could moderate slightly from the 7.1% pace the economy enjoyed last year, primarily because household consumption growth is likely to temper from its heady pace in 2018. That said, Vietnam's economy remained extraordinarily stable in the second half of 2018, and we expect that stability to persist throughout 2019, thanks to the country's sound macro-economic fundamentals and to the prudent policies of the State Bank of Vietnam.
INTERIM REPORT OF THE BOARD OF DIRECTORS
The Board of Directors (the "Board") submits its report together with the condensed interim financial statements of VinaCapital Vietnam Opportunity Fund Limited (the "Company") for the six-month period from 1 July 2018 to 31 December 2018 (the "six-month period").
The Company is registered in Guernsey as a non-cellular company with limited liability. Up to 31 October 2018 the registered office of the Company was PO Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL. Since 1 November 2018 the registered office of the Company has been PO Box 656, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP.
INVESTING POLICY
Investment Objective
The Company's objective is to achieve medium to long-term returns through investment either in Vietnam or in companies with a majority of their assets, operations, revenues or income in, or derived from, Vietnam.
Investment Policy
All of the Company's investments will be in Vietnam or in companies with at least 75% of their assets, operations, revenues or income in, or derived from, Vietnam at the time of investment.
No single investment may exceed 20% of the NAV of the Company at the time of investment.
The Company may from time to time invest in other funds focused on Vietnam. This includes investments in other funds managed by VinaCapital Investment Management Limited (the "Investment Manager"). Any investment or divestment of funds managed by the Investment Manager will be subject to prior approval by the Board. No more than 10%, in aggregate, of the value of the Company's total assets may be invested in other listed closed-ended investment funds. The restriction on investment in other listed closed-ended investment funds does not apply to investments in closed-ended investment funds which themselves have published investment policies to invest no more than 15% of their total assets in other listed closed-ended investment funds.
The Company may from time to time make co-investments alongside other investors in private equity, real estate or similar assets. This includes, but is not restricted to, co-investments alongside other funds managed by the Investment Manager.
The Company may gear its assets through borrowings which may vary substantially over time according to market conditions and any or all of the assets of the Company may be pledged as security for such borrowings. Borrowings are not to exceed 10% of the Company's total assets at the time that any debt is drawn down.
From time to time the Company may hold cash or low risk instruments such as government bonds or cash funds denominated in either Vietnamese Dong ("VND") or US Dollars ("USD"), either in Vietnam or outside Vietnam.
Principal Risks
The process which the Company follows in order to identify and mitigate its key risks is set out on pages 63 to 66 of the Annual Report and Financial Statements for the year ended 30 June 2018 (the "Annual Report"), a copy of which is available on the Company's website www.vof.vinacapital.com. The Directors have reviewed the key risks and have confirmed that the list as set out in the Annual Report, which are summarised below, remains appropriate.
Vietnamese Market Risk
Opportunities for the Company to invest in Vietnam have come about through the liberalisation of the Vietnamese economy. Were the pace or direction of the economy to alter in the future, the interests of the Company could be damaged. The economy could also be affected by any escalation in geopolitical tensions in the region and elsewhere.
Changing Investor Sentiment
As a Company investing mainly in Vietnam, changes in investor sentiment towards Vietnam and/or frontier markets in general may lead to the Company becoming unattractive to investors leading to reduced demand for shares and a widening discount.
Investment Performance
The performance of the Company's investment portfolio could be poor, either absolutely or in relation to the Company's peers.
Fair Valuation
The risks associated with the fair valuation of the portfolio could result in the NAV of the Company being misstated.
Investment Management Agreement
The Investment Management Agreement requires the Investment Manager to provide competent, attentive and efficient services to the Company. If the Investment Manager was not able to do this or if the Investment Management Agreement were terminated, there is no assurance that a suitable replacement could be found in Vietnam and, under those circumstances, the Company could suffer.
Operational
The Company is dependent on third parties for the provision of all systems and services (in particular, those of the Investment Manager) and any control failures and gaps in these systems and services could result in a loss or damage to the Company.
Legal and Regulatory
Failure to comply with relevant regulation and legislation in Vietnam, Guernsey or the UK may have an impact on the Company.
Life of the Company
The Company does not have a fixed life but the Board considers it desirable that shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, the Board intends that every fifth year a special resolution will be proposed that the Company ceases to continue. If the resolution is not passed, the Company will continue to operate as currently constituted. If the resolution is passed, the Directors will be required to formulate proposals to be put to shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up. The Board last tabled such a resolution at the AGM of the Company in December 2018 and it was not passed, allowing the Company to continue as currently constituted.
Results and Dividend
The results of the Company for the six-month period and the state of its financial affairs as at the reporting date are set out in the Condensed Interim Financial Statements.
The Board intends that the Company will pay a dividend representing approximately 1% of NAV twice each year, normally declared in March and October. A dividend of 5.5 cents per share in respect of the half year ended 31 December 2018 was declared on 27 March 2019. The dividend is payable on or around 26 April 2019 to shareholders on record at 5 April 2019.
Performance
The Chairman's Statement and the Investment Manager's Report provide details of the Company's activities and performance during the six-month period.
The key performance indicators ("KPIs") used to measure the progress of the Company during the six-month period include:
• the movement in the Company's NAV;
• the movement in the Company's share price; and
• discount of the share price in relation to the NAV.
A discussion of progress against the KPIs is included in the Chairman's Statement.
Related Parties
Details of related party transactions that have taken place during the period and any material changes, if any, are set out in note 19 of the Condensed Interim Financial Statements.
Share repurchase programme
Details of the Company's share repurchase programme are set out in note 11 of the Condensed Interim Financial Statements.
Board of Directors
The members of the Board during the six-month period and up to the date of this report were:
Name
Position
Date of appointment
Date of retirement
Steven Bates
Chairman
1 February 2013
Martin Adams
Director
5 February 2013
10 December 2018
Thuy Bich Dam
Director
4 March 2014
Huw Evans
Director
27 May 2016
Julian Healy
Director
23 July 2018
Directors' interests in the Company
As at 31 December 2018 and 30 June 2018, the interests of the Directors in shares of the Company were as follows:
Shares held
Shares held
as at 31 December 2018
as at 30 June 2018
Steven Bates
25,000
25,000
Martin Adams (retired 10 December 2018)
-
-
Thuy Bich Dam
-
-
Huw Evans
35,000
35,000
Julian Healy (appointed 23 July 2018)
-
-
There have been no changes to any holdings between 31 December 2018 and the date of this report.
Going Concern
Under the UK Corporate Governance Code and applicable regulations, the Directors are required to satisfy themselves that it is reasonable to assume that the Company is a going concern. The Directors have undertaken a rigorous review of the Company's ability to continue as a going concern including reviewing the on-going cash flows and level of cash balances as at the reporting date as well as taking forecasts of future cash flows into consideration. After making enquiries of the Investment Manager and having reassessed the principal risks, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the Interim Report and Condensed Interim Financial Statements.
STATEMENT OF DIRECTORS' RESPONSIBILITY IN RESPECT OF THE CONDENSED INTERIM FINANCIAL STATEMENTS
To the best of their knowledge, the Directors confirm that:
- the Condensed Interim Financial Statements have been prepared in accordance with IAS 34, "Interim Financial Reporting"; and
- the Interim Report, comprising the Chairman's Statement, the Investment Manager's Report and the Interim Report of the Board of Directors, meets the requirements of an interim management report and includes a fair review of information required by DTR 4.2.4 R of the UK Disclosure and Transparency Rules:
(i) DTR 4.2.7R of the UK Disclosure and Transparency Rules, being an indication of important events which have occurred during the first six months and their impact on the Condensed Interim Financial Statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
(ii) DTR 4.2.8R of the UK Disclosure and Transparency Rules, being related party transactions which have taken place in the first six months and which have materially affected the financial position or performance of the Company during that period, and any material changes in the related party transactions disclosed in the last Annual Report.
INDEPENDENT REVIEW REPORT
to vinacapital vietnam opportunity fund limited
Our conclusion
We have reviewed the accompanying condensed interim financial information of VinaCapital Vietnam Opportunity Fund Limited (the "Company") as of 31 December 2018. Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
What we have reviewed
The accompanying condensed interim financial information comprise:
· the condensed statement of financial position as of 31 December 2018;
· the condensed statement of comprehensive income for the six-month period then ended;
· the condensed statement of changes in equity for the six-month period then ended;
· the condensed statement of cash flows for the six-month period then ended; and
· the notes, comprising a summary of significant accounting policies and other explanatory information.
The condensed interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibilities and those of the directors
The Directors are responsible for the preparation and presentation of this condensed interim financial information in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on this condensed interim financial information based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of interim financial information performed by the independent auditor of the entity' issued by the International Auditing and Assurance Standards Board. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Interim Report and Condensed Interim Financial Statements and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
(a) The maintenance and integrity of the VinaCapital Vietnam Opportunity Fund Limited website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
(b) Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
CONDENSED STATEMENT OF FINANCIAL POSITION
31 December 2018
30 June 2018
Notes
USD'000
USD'000
(Unaudited)
(Audited)
TOTAL ASSETS
Financial assets at fair value through profit or loss
8
968,326
1,067,462
Receivables and prepayments
10
45
-
Cash and cash equivalents
6
4,919
14,867
Total assets
973,290
1,082,329
TOTAL LIABILITIES
Accrued expenses and other payables
12
16,494
18,089
Deferred incentive fees
15(b)
2,039
20,808
Total liabilities
18,533
38,897
EQUITY
Share capital
11
392,789
427,351
Retained earnings
561,968
616,081
Total shareholders' equity
954,757
1,043,432
Total liabilities and equity
973,290
1,082,329
Net asset value, USD per share
17
5.13
5.38
Net asset value, GBP per share
4.05
4.07
The Condensed Interim Financial Statements were approved and signed by the Board of Directors on 27 March 2019.
The accompanying notes are an integral part of these Condensed Interim Financial Statements.
STATEMENT OF CHANGES IN EQUITY
Share capital
Retained earnings
Total
shareholders' equity
For the six months ended 31 December 2018 (Unaudited)
Notes
USD'000
USD'000
USD'000
Balance at 1 July 2018
427,351
616,081
1,043,432
Loss for the period
-
(43,762)
(43,762)
Total comprehensive deficit
-
(43,762)
(43,762)
Transactions with Shareholders
Shares repurchased
11
(34,562)
-
(34,562)
Dividends paid
9
-
(10,351)
(10,351)
Balance at 31 December 2018
392,789
561,968
954,757
For the six months ended 31 December 2017 (Unaudited)
Balance at 1 July 2017
456,419
493,256
949,675
Profit for the period
-
185,070
185,070
Total comprehensive income
-
185,070
185,070
Transactions with Shareholders
Shares repurchased
(9,534)
-
(9,534)
Dividends paid
-
(19,100)
(19,100)
Balance at 31 December 2017
446,885
659,226
1,106,111
The accompanying notes are an integral part of these Condensed Interim Financial Statements.
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
Six months ended
Six months ended
31 December 2018
31 December 2017
(Unaudited)
(Unaudited)
Notes
USD'000
USD'000
Dividend income
13
26,643
31,748
Net (losses)/gains on financial assets at fair value through profit or loss
14
(65,530)
189,147
General and administration expenses
15(a)
(8,550)
(8,820)
Finance cost
(2,565)
(1,161)
Incentive income/(fee)
3,15(b)
6,238
(25,846)
Other income
2
2
Operating (loss)/profit
(43,762)
185,070
(Loss)/profit before tax
(43,762)
185,070
Corporate income tax
16
-
-
(Loss)/profit for the period
(43,762)
185,070
Total comprehensive (loss)/income for the period
(43,762)
185,070
Earnings per share
- basic and diluted (USD per share)
17
(0.23)
0.93
- basic and diluted (GBP per share)
(0.18)
0.71
All items were derived from continuing activities.
The accompanying notes are an integral part of these Condensed Interim Financial Statements.
CONDENSED STATEMENT OF CASH FLOWS
Six months ended
Six months ended
31 December 2018
31 December 2017
(Unaudited)
(Unaudited)
Notes
USD'000
USD'000
Operating activities
(Loss)/profit before tax
(43,762)
185,070
Adjustments for:
Dividend income
(26,643)
(31,748)
Net losses/(gains) on financial assets at fair value through profit or loss
14
65,530
(189,147)
(4,875)
(35,825)
Change in receivables and prepayments
(45)
259
Change in accrued expenses and other payables
(19,925)
12,995
Dividend receipts
26,643
31,748
Net cash inflow from operating activities
1,798
9,177
Investing activities
Purchases of financial assets at fair value through profit or loss
8
(76,498)
(131,657)
Return of capital from financial assets at fair value through profit or loss
8
110,104
204,820
Net cash generated from investing activities
33,606
73,163
Financing activities
Repurchase of shares into treasury
11
(35,001)
(9,534)
Dividends paid
9
(10,351)
(19,100)
Net cash used in financing activities
(45,352)
(28,634)
Net change in cash and cash equivalents for the period
(9,948)
53,706
Cash and cash equivalents at the beginning of the period
6
14,867
7,512
Cash and cash equivalents at the end of the period
6
4,919
61,218
The accompanying notes are an integral part of these Condensed Interim Financial Statements.
1. GENERAL INFORMATION
VinaCapital Vietnam Opportunity Fund Limited ("the Company") is a Guernsey domiciled closed-ended investment company. The Company is classified as a registered closed-ended Collective Investment Scheme under the Protection of Investors (Bailiwick of Guernsey) Law 1987 and is subject to the Companies (Guernsey) Law, 2008.
The Company's objective is to achieve medium to long-term returns through investment either in Vietnam or in companies with a majority of their assets, operations, revenues or income in, or derived from, Vietnam.
The Company has a Premium Listing on the London Stock Exchange's ("LSE's") Main Market, under the ticker symbol VOF.
The Company does not have a fixed life but the Board has determined that it is desirable that shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, the Board intends that every fifth year a special resolution will be proposed that the Company ceases to continue. If the resolution is not passed, the Company will continue to operate as currently constituted. If the resolution is passed, the Directors will be required to formulate proposals to be put to Shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up. The Board last tabled such a resolution at the AGM of the Company in December 2018 and the resolution was not passed, allowing the Company to continue as currently constituted.
The Condensed Interim Financial Statements for the six-month period ended 31 December 2018 were approved for issue by the Board on 27 March 2019.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of preparation
The Company has prepared these Condensed Interim Financial Statements on a going concern basis in accordance with the Disclosure and Transparency Rules of the United Kingdom Financial Conduct Authority and IAS 34 "Interim Financial Reporting". These Condensed Interim Financial Statements do not comprise statutory Financial Statements within the meaning of the Companies (Guernsey) Law, 2008, and should be read in conjunction with the Financial Statements of the Company as at and for the year ended 30 June 2018, which were prepared in accordance with International Financial Reporting Standards. The statutory Financial Statements for the year ended 30 June 2018 were approved by the Board of Directors on 23 October 2018. The opinion of the auditors on those Financial Statements was not qualified and did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report. The accounting policies adopted in these Condensed Interim Financial Statements are consistent with those of the previous financial year and the corresponding interim reporting period, except for the adoption of new and amended standards as set out below. These Condensed Interim Financial Statements for the period ended 31 December 2018 have been reviewed by the Company's Auditors, PricewaterhouseCoopers CI LLP, but not audited and their report appears earlier in this document. The financial information for the year ended 30 June 2018 has been derived from the audited financial statements of the Company for that year, which have been reported on by PricewaterhouseCoopers CI LLP.
2.2 Going concern
The Directors believe that, having considered the Company's investment objective, financial risk management and associated risks (see note 20) and in view of the liquidity of investments, the income deriving from those investments and its holding in cash and cash equivalents, the Company has adequate financial resources and suitable management arrangements in place to continue in operational existence for a period of at least 12 months from the date of approval of these Condensed Interim Financial Statements. They therefore continue to adopt the going concern basis in preparing the Condensed Interim Financial Statements.
2.3 Changes in accounting policy and disclosures
New and amended standards adopted at 1 July 2018
The Company has applied the following new accounting pronouncements which have become effective for the current period.
- IFRS 9 Financial Instruments (Effective 1 January 2018)
- IFRS 15 Revenue from Contracts with Customers (Effective 1 January 2018)
IFRS 9 'Financial Instruments' addresses the classification, measurement and derecognition of financial assets and liabilities. It replaces the multiple classification and measurement models in IAS 39 and is effective for reporting periods beginning on or after 1 January 2018.
Classification and measurement of debt assets will be driven by the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. A debt instrument is measured at amortised cost if the objective of the business model is to hold the financial asset for the collection of the contractual cash flows and the contractual cash flows under the instrument solely represent payments of principal and interest ("SPPI"). A debt instrument is measured at fair value through other comprehensive income if the objective of the business model is to hold the financial asset both to collect contractual cash flows from SPPI and to sell. All other debt instruments must be recognised at fair value through profit or loss. An entity may however, at initial recognition, irrevocably designate a financial asset as measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency. Derivative and equity instruments are measured at fair value through profit or loss unless, for equity instruments not held for trading, an irrevocable option is taken to measure at fair value through other comprehensive income.
IFRS 9 has been applied retrospectively by the Company and did not result in a change to the classification or measurement of financial instruments. The Company's investment portfolio continues to be classified as at fair value through profit or loss. Other financial assets which are held for collection continue to be measured at amortised cost with no material impact expected from application of the new impairment model. As a result, the adoption of IFRS 9 did not have a material impact on the Company's financial statements.
Financial assets previously measured at amortised cost are: cash and cash equivalents, management fee rebates receivable and other receivables. These instruments are solely payments of principal and interest and will continue to be held at amortised cost under IFRS 9.
Financial liabilities previously valued at amortised cost are accrued expenses and other payables and continue to be measured at amortised cost.
The standard also replaces the incurred loss model in IAS 39 with an expected credit loss impairment model.
Based on the Company's initial assessment, changes to the impairment model did not have a material impact on, or result in any restatement of, the Company's financial statements as the financial assets are measured at fair value through profit or loss and the impairment requirements do not apply to such instruments and the effect on financial assets held at amortised cost is immaterial.
IFRS 15 'Revenue from Contracts with Customers' was published in May 2016 and specifies how and when to recognise revenue as well as requiring entities to provide users of financial statements with more informative and relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers. IFRS 15 has been adopted by the Company with effect from 1 July 2018. Material revenue streams have been reviewed and it was determined that there was no material impact on the timing of, recognition or gross up for principal/agent considerations and, consequently, there have been no material impacts or restatements on the Company's financial statements.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2018 reporting period and have not been early adopted by the Company. There is no expected material impact on, or any restatement of, the Company's financial statements as a result of new accounting standards and interpretations published but not yet adopted.
2.4 Subsidiaries and associates
The Company meets the definition of an investment entity within IFRS 10 and therefore does not consolidate its subsidiaries but measures them instead at fair value through profit or loss.
Any gain or loss arising from a change in the fair value of investments in subsidiaries and associates is recognised in the Condensed Statement of Comprehensive Income.
Refer to note 3 for further disclosure on accounting for subsidiaries and associates.
2.5 Segment reporting
In identifying its operating segments, management follows the subsidiaries' sectors of investment which are based on internal management reporting information. The operating segments by investment portfolio include: capital markets, real estate projects and operating assets, private equity and other net assets (including cash and cash equivalents, bonds, and short-term deposits).
Each of the operating segments is managed and monitored individually by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses segment profit or loss using a measure of operating profit or loss from the underlying investment assets of the subsidiaries. Expenses and liabilities which are common to all segments are allocated based on each segment's share of total assets.
2.6 Accounting policies
(a) Recognition and derecognition
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument. Purchases and sales of financial assets are recognised on the trade date - the date on which the Company commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all of the risks and rewards of ownership. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
(b) Classification of financial assets
The Company classifies its financial assets based on the Company's business model for managing those financial assets and the contractual cashflow characteristics of the financial assets.
The Company has classified all investments in equity securities as financial assets at fair value through profit or loss ("FVPL") as they are managed and performance is evaluated on a fair value basis. The Company is primarily focused on fair value information and uses that information to assess the assets' performance and to make decisions. The Company has not taken the option to designate irrevocably any investment in equity as fair value through other comprehensive income.
The Company's receivables and cash and cash equivalents are classified as subsequently measured at amortised cost as these are held to collect contractual cash flows which represent solely payments of principal and interest.
(c) Initial and subsequent measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, financial assets are initially measured at fair value plus, in the case of a financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets at FVPL are expensed in profit or loss.
Subsequent to initial recognition, investments at FVPL are measured at fair value with gains and losses arising from changes in the fair value recognised in profit or loss.
All other financial assets are subsequently measured at amortised cost using the effective interest rate method, less any impairment.
(d) Impairment of financial assets
At each reporting date, the Company measures the loss allowance on debt assets carried at amortised cost at an amount equal to the lifetime expected credit losses if the credit risk has increased significantly since initial recognition.
If, at the reporting date, the credit risk has not increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to 12-month expected credit losses. The expected credit losses are estimated using a provision matrix based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information.
(e) Classification and measurement of financial liabilities
As the accounting for financial liabilities remains largely the same under IFRS 9 compared to IAS 39, the Company's financial liabilities were not impacted by the adoption of IFRS 9. However, for completeness, the accounting policy is disclosed below.
Financial liabilities are initially measured at fair value plus transaction costs that are directly attributable to their acquisition or issue, other than those classified as at fair value through profit or loss in which case transaction costs are recognised directly in profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for financial liabilities designated at fair value through profit or loss and held for trading, which are carried subsequently at fair value with gains or losses recognised in profit or loss.
The Company's financial liabilities only include trade and other payables which are measured at amortised cost using the effective interest method.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
3.1 Critical accounting estimates and assumptions
When preparing the Condensed Interim Financial Statements, the Company relies on a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results may differ from the judgements, estimates and assumptions.
Information about significant judgements, estimates and assumptions which have the greatest effect on the recognition and measurement of assets, liabilities, income and expenses were the same as those that applied to the Annual Report and Financial Statements for the year ended 30 June 2018.
(a) Fair value of subsidiaries and associates and their underlying investments
The Company holds its investments through a number of subsidiaries and associates which were established for this purpose. At the end of each half of the financial year, the fair values of investments in subsidiaries and associates are reviewed and the fair values of all material investments held by these subsidiaries and associates are assessed. As at 31 December 2018, 100% (30 June 2018: 100%) of the financial assets at fair value through profit and loss relate to the Company's investments in subsidiaries and associates that have been fair valued in accordance with the policies set out below.
The underlying investments include listed and unlisted securities, private equity and real estate assets. Where an active market exists (for example, for listed securities), the fair value of the subsidiary or associate reflects the valuation of the underlying holdings. Where no active market exists, valuation techniques are used.
As at 30 June 2018, the fair values of the subsidiaries and associates holding the Company's principal real estate and private equity investments were estimated by a qualified independent professional services firm (the "independent valuer"). The valuations by the independent valuer were prepared using a number of approaches such as adjusted net asset valuations, discounted cash flows and price-to-book ratio.
The estimated fair values provided by the independent valuer were used by the audit committee as the primary basis for estimating the fair value of real estate and private equity investments as at 30 June 2018 for recommendation to the Board.
As at 31 December 2018, the Investment Manager reviewed the valuations carried out by the independent valuer as at 30 June 2018 and considered whether there were any changes to performance or the circumstances of the underlying investments which would affect the fair values. The Investment Manager then made recommendations to the audit committee of the fair values as at 31 December 2018 and the audit committee, having considered these, then made recommendations for approval by the Board.
Information about the significant judgements, estimates and assumptions which are used in the valuation of the investments is discussed below.
The shares of the subsidiaries and associates are not publicly traded; return of capital to the Company can only be made by divesting the underlying investments of the subsidiaries and associates. As a result, the carrying value of the subsidiaries and associates may not be indicative of the value ultimately realised on divestment.
As at 31 December 2018 and 30 June 2018, the Company classified its investments in subsidiaries and associates as level 3 within the fair value hierarchy, because they are not publicly traded, even when the underlying assets may be readily realisable.
(a.1) Valuation of assets that are traded in an active market
The fair values of listed securities and government bonds are based on quoted market prices at the close of trading on the reporting date. The fair values of unlisted securities which are traded on UPCoM are based on published prices at the close of business on the reporting date. For other unlisted securities which are traded in an active market, fair value is the average quoted price at the close of trading obtained from a minimum sample of three reputable securities companies at the reporting date. Other relevant measurement bases are used if broker quotes are not available or if better and more reliable information is available.
(a.2) Valuation of investments in private equities
The Company's underlying investments in private equities are fair valued using discounted cash flow and market comparison methods. The projected future cash flows are driven by management's business strategies and goals and its assumptions of growth in gross domestic product ("GDP"), market demand, inflation, etc. At year end, the independent valuer selects appropriate discount rates that reflect the uncertainty of the quantum
and timing of the cash flows. At the half-year, the valuations are presented by the Investment Manager and reviewed and recommended to the Board by the Audit Committee.
(a.3) Valuation of real estate and operating assets
At each year end the fair values of underlying real estate and operating assets are based on valuations by specialised appraisers. These valuations are based on certain assumptions which are subject to uncertainty and might result in valuations which differ materially from the actual results of a sale. The estimated fair values provided by the specialist appraisers are used by the independent valuer as the primary basis for estimating fair value of the Company's subsidiaries and associates that hold these properties in accordance with accounting policies set out in note 2.6. At the half-year, the valuations are presented by the Investment Manager and reviewed and recommended to the Board by the Audit Committee.
In conjunction with making its judgement of the fair value of the Company's underlying real estate and operating assets, the specialised appraiser at the year end and the Investment Manager at the half year also consider information from a variety of other sources including:
a. current prices in an active market for properties of similar nature, condition or location;
b. current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;
c. recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices;
d. recent developments and changes in laws and regulations that might affect zoning and/or the Company's ability to exercise its rights in respect to properties and therefore fully realise the estimated values of such properties;
e. discounted cash flow projections based on estimates of future cash flows, derived from the terms of external evidence such as current market rents, occupancy and room rates, and sales prices for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows; and
f. recent compensation prices made public by the local authority in the province where the property is located.
(b) Incentive Fee
Following the simplification of the fees effective from 30 June 2018, the incentive fee is now calculated as follows:
· The assets previously allocated to the Direct Real Estate Pool have been merged with the previous Capital Markets Pool with effect from 1 July 2018, so that all incentive fee calculations starting with the current accounting year will be based on the overall NAV of the Company.
· To the extent that the NAV as at any year end commencing 30 June 2019 is above the higher of an 8% compound annual return and the high water mark, having accounted for any share buy backs, issues and/or dividends, the incentive fee payable on any increase in the NAV with effect from 30 June 2019 above the higher of the high water mark and the 8% annual return target will be calculated at a rate of 12.5%.
· The closing accrued unpaid incentive fees which were accrued as at 30 June 2018 will be clawed back at the rate of 15% of any decrease in the NAV after 30 June 2018 up to a maximum amount of USD23.7 million, being the gross amount of unpaid accrued incentive fees at 30 June 2018 before discounting. The high water mark will be adjusted accordingly.
· The maximum amount of incentive fees that can be paid in any one year is capped at 1.5% of the weighted average month-end NAV during that year.
· Any incentive fees earned in excess of this 1.5% cap will be accrued if they are expected to be paid out in subsequent years.
As a result of the decline in the NAV since 30 June 2018 there has been a reduction in the accrued incentive fees during the period.
Any incentive fees payable within 12 months are classified under current liabilities. The fair values of any additional incentive fees payable in subsequent years are classified as deferred incentive fees under non-current liabilities.
For further details of the incentive fees earned and accrued at the period end please refer to note 15(b).
3.2 Critical judgements in applying the Company's accounting policies
(a) Eligibility to qualify as an investment entity
The Company has determined that it is an investment entity under the definition of IFRS 10 as it meets the following criteria:
a) The Company has obtained funds from investors for the purpose of providing those investors with investment management services;
b) The Company's business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
c) The performance of investments made by the Company is substantially measured and evaluated on a fair value basis.
The Company has the typical characteristics of an investment entity:
· it holds more than one investment;
· it has more than one investor;
· it has investors that are not its related parties; and
· it has ownership interests in the form of equity or similar interests.
As a consequence, the Company does not consolidate its subsidiaries and accounts for them at fair value through profit or loss.
(b) Judgements about active and inactive markets
The Board considers that the Ho Chi Minh Stock Exchange, the Hanoi Stock Exchange and UpCOM are active markets for the purposees of IFRS 13. Consequently, the prices quoted by those markets for individual shares as at the balance sheet date can be used to estimate the fair value of the Company's underlying investments.
Notwithstanding the fact that these stock exchanges can be regarded as active markets, the size of the Company's holdings in particular stocks in relation to daily market turnover in those stocks would make it difficult to conduct an orderly transaction in a large number of shares on a single day.
However, the Board considers that, if the Company were to offer a block of shares for sale, the price which could be achieved in an orderly transaction is as likely to be at a premium to the quoted market price as at a discount.
Consequently, when taken across the whole portfolio of the Company's underlying quoted investments, the Board considers that using the quoted prices of the shares on the various active markets is a reasonable determination of the fair value of the securities.
4. SEGMENT ANALYSIS
There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.
Segment information can be analysed as follows:
Condensed Statement of Comprehensive Income
Real Estate
and
Capital
Operating
Private
Markets*
Assets
Equity
Total
USD'000
USD'000
USD'000
USD'000
Six months ended 31 December 2018 (Unaudited)
Dividend income
23,716
2,927
-
26,643
Net (losses)/gains on financial assets at fair value through profit or loss
(68,843)
(1,266)
4,579
(65,530)
General and administration expenses (note 15(a))
(7,350)
(108)
(1,092)
(8,550)
Finance income
(2,205)
(32)
(328)
(2,565)
Incentive fee
6,238
-
-
6,238
Other income
2
-
-
2
Loss before tax
(48,442)
1,521
3,159
(43,762)
Six months ended 31 December 2017 (Unaudited)
Dividend income
24,678
7,070
-
31,748
Net gains on financial assets at fair value
through profit or loss
184,574
1,548
3,025
189,147
General and administration expenses (note 15(a))
(7,786)
(344)
(690)
(8,820)
Finance cost
(1,073)
-
(88)
(1,161)
Incentive fee
(25,846)
-
-
(25,846)
Other income
2
-
-
2
Profit before tax
174,549
8,274
2,247
185,070
* Capital markets include listed securities and bonds, as well as unlisted securities that are valued at their prices on UPCoM or using quotations from brokers and call and put options valued using the Black-Scholes model.
Statement of Financial Position
Real Estate
Capital
and Operating
Private
Other Net
Markets*
Assets
Equity
Assets**
Total
Unaudited
USD'000
USD'000
USD'000
USD'000
USD'000
As at 31 December 2018
Financial assets at fair value through profit or loss
821,518
12,029
122,197
12,582
968,326
Receivables
-
-
-
45
45
Cash and cash equivalents
-
-
-
4,919
4,919
Total assets
821,518
12,029
122,197
17,546
973,290
Total liabilities
Accrued expenses and other payables
-
-
-
3,437
3,437
Deferred incentive fees
-
-
-
15,096
15,096
Total liabilities
-
-
-
18,533
18,533
Net assets value
821,518
12,029
122,197
(987)
954,757
Real Estate
and Operating
Assets
Capital
Markets*/***
Private
Equity
Other Net
Assets**
Total
Audited
USD'000
USD'000
USD'000
USD'000
USD'000
As at 30 June 2018
Financial assets at fair value through
profit or loss ***
899,956
33,442
112,189
21,875
1,067,462
Cash and cash equivalents
-
-
-
14,867
14,867
Total assets
899,956
33,442
112,189
36,742
1,082,329
Total liabilities
Accrued expenses and other payables
-
-
-
18,089
18,089
Deferred incentive fees
-
-
-
20,808
20,808
Total liabilities
-
-
-
38,897
38,897
Net assets value
899,956
33,442
112,189
(2,155)
1,043,432
* Capital markets include listed securities and bonds, as well as unlisted securities that are valued at their prices on UPCoM or using quotations from brokers and call and put options valued using the Black-Scholes model.
** Other net assets of USD12.6 million (30 June 2018: USD21.9 million) include cash and cash equivalentsand other net assets of the subsidiaries and associates at fair value.
*** USD7.3 million has been reclassified from other assets to capital markets in relation to the call and put options.
5. INTERESTS IN SUBSIDIARIES AND ASSOCIATES
There is no legal restriction to the transfer of funds from the BVI or Singapore subsidiaries to the Company. Cash held in directly-owned as well as indirectly-owned Vietnamese subsidiaries and associates is subject to restrictions imposed by co-investors and the Vietnamese government and therefore it cannot be transferred out of Vietnam unless such restrictions are satisfied. As at 31 December 2018, there was no restricted cash held in these Vietnamese subsidiaries and associates (30 June 2018: USD0.8 million).
5.1 Directly-owned subsidiaries
The Company had the following directly-owned subsidiaries as at 31 December 2018 and 30 June 2018:
31 December 2018
30 June 2018
% of
% of
Country of
Company
Company
Subsidiary
incorporation
interest
interest
Nature of the business
Vietnam Investment Property Holdings Limited
Britsh Virgin Islands ("BVI")
100.00
100.00
Holding company for listed and unlisted securities
Vietnam Investment Property Limited
BVI
100.00
100.00
Holding company for listed and unlisted securities
Vietnam Ventures Limited
BVI
100.00
100.00
Holding company for listed securities and unlisted securities
Vietnam Investment Limited
BVI
100.00
100.00
Holding company for listed securities and unlisted securities
Asia Value Investment Limited
BVI
100.00
100.00
Holding company for listed and unlisted securities
Vietnam Master Holding 2 Limited
BVI
100.00
100.00
Holding company for listed securities
VOF Investment Limited
BVI
100.00
100.00
Holding company for listed securities, unlisted securities, private equity and operating assets
VOF PE Holding 5 Limited
BVI
100.00
100.00
Holding company for listed securities
Portal Global Limited
BVI
100.00
100.00
Holding company for unlisted securities
Windstar Resources Limited
BIV
100.00
100.00
Holding company for listed securities
Allright Assets Limited
BVI
100.00
100.00
Holding company for investments
Vietnam Enterprise Limited
BVI
100.00
100.00
Holding company for listed and unlisted securities
Sharda Holdings Limited
BVI
100.00
100.00
Holding company for listed securites
Hospira Holdings Limited
BVI
100.00
100.00
Holding company for private equity
Navia Holdings Limited
BVI
100.00
100.00
Holding company for private equity
Foremost Worldwide Limited
BVI
100.00
100.00
Holding company for unlisted securities
Rewas Holdings Limited
BVI
100.00
100.00
Holding company for investments
Allwealth Worldwide Limited
BVI
100.00
100.00
Holding company for private equity
Longwoods Worldwide Limited
BVI
100.00
100.00
Holding company for investments
VinaSugar Holdings Limited
BVI
100.00
100.00
Holding company for investments
Belfort Worldwide Limited
BVI
100.00
100.00
Holding company for listed securities and private equity
Preston Pacific Limited
BVI
100.00
100.00
Holding company for listed securities
Vietnam Master Holding 1 Limited
BVI
100.00
100.00
Holding company for investments
Victory Holding Investment Limited
BVI
100.00
100.00
Holding company for listed securities
Fraser Investment Holdings Pte Limited
Singapore
100.00
100.00
Holding company for listed securities
SE Asia Master Holding 7 Pte Limited
Singapore
100.00
100.00
Holding company for investments
Turnbull Holding Pte. Ltd
Singapore
100.00
100.00
Holding company for investments
Vietnam Opportunity Fund II Pte. Ltd *
Singapore
-
100.00
Holding company for investments
VTC Espero Limited
Singapore
100.00
100.00
Holding company for investments
* Vietnam Opportunity Fund II Pte. Ltd became a subsidiary of Belfort Worldwide Limited during the period ended 31 December 2018.
5.2 Indirect interests in subsidiaries
The Company had the following indirect interests in subsidiaries at 31 December 2018 and 30 June 2018:
As at
Country of
Immediate
indirect
indirect
Indirect subsidiary
incorporation
Nature of the business
Parent
interest
interest
PA Investment Opportunity II Limited
BVI
Holding company for investments
Vietnam Enterprise Limited
100.00
100.00
Liva Holdings Ltd
BVI
Holding company for investments
Belfort Worldwide Limited
100.00
100.00
Abbott Holding Pte. Limited
Singapore
Holding company for private equity
Hospira Holdings Limited
100.00
100.00
Hawke Investments Pte. Limited
Singapore
Holding company for investments
Belfort Worldwide Limited
100.00
100.00
Indochina Ceramic Singapore Pte. Ltd
Singapore
Holding company for private equity
Belfort Worldwide Limited
100.00
100.00
Menzies Holding Pte. Ltd
Singapore
Holding company for investments
Belfort Worldwide Limited
100.00
100.00
Thai Hoa International Hospital JSC
Vietnam
Medical and healthcare services
Abbott Holding Pte. Limited
81.07
81.07
Howard Holdings Pte. Limited
Singapore
Holding company for private equity
Allwealth Worldwide Limited
80.56
80.56
International Dairy Products JSC
Vietnam
Milk, yoghurt and dairy productors
Howard Holdings Pte. Limited
55.97
55.97
Whitlam Holding Pte. Limited
Singapore
Holding company for private equity
Navia Holdings Limited
61.26
61.26
American Home Vietnam Co. Ltd *
Vietnam
Construction materials
Indochina Ceramic Singapore Pte. Ltd
-
100.00
BIVI Investments Corporation *
Vietnam
Holding company for investments
VOF Investment Limited
-
100.00
Vietnam Opportunity Fund II Pte. Ltd **
Singapore
Holding company for investments
Belfort Worldwide Limited
68.00
-
* American Home Vietnam Co. Ltd and BIVI Investments Corporation were sold during the period ended 31 December 2018.
** Vietnam Opportunity Fund II Pte. Ltd became a subsidiary of Belfort Worldwide Limited during the period ended 31 December 2018.
5.3 Direct interests in associates
The Company had the following directly-owned associates as at 31 December 2018 and 30 June 2018:
As at
31 December 2018
30 June 2018
% of
% of
Country of
Company
Company
Associate
incorporation
interest
interest
Nature of the business
Allwealth Asia Ltd
BVI
35.00
35.00
Holding company for investments
Sunbird Group Ltd *
BVI
-
25.00
Holding company for real estate
Vietnam Property Holdings Limited *
BVI
-
25.00
Holding company for real estate
Avante Global Limited *
BVI
-
25.00
Holding company for real estate
Pacific Alliance Land Limited *
BVI
-
25.00
Holding company for real estate
VinaCapital Commercial Center Private Limited
Singapore
12.75
12.75
Holding company for investments
Mega Assets Pte. Limited
Singapore
25.00
25.00
Holding company for investments
SIH Real Estate Pte. Limited *
Singapore
-
25.00
Holding company for real estate
VinaLand Eastern Limited *
Singapore
-
25.00
Holding company for real estate
* Sunbird Group Ltd, Avante Global Limited, SIH Real Estate Pte. Limited, VinaLand Eastern Limited, Vietnam Property Holdings Limited and Pacific Alliance Land Limited were liquidated during the period to 31 December 2018.
5.4 Indirect interests in associates
The Company had the following indirect interests in associates at 31 December 2018 and 30 June 2018:
As at
31 December 2018
30 June 2018
% of
% of
Company's
Company's
Country of
Company's subsidiary or associate
indirect
indirect
Indirect associate
incorporation
Nature of the business
Holding direct interest in the associate
interest
interest
VinaCapital Commercial Center Private Limited *
BVI
Real estate investment
VinaCapital Commercial Center Limited
-
12.75
Ba Huan Joint Stock Company *
Vietnam
Private equity investment
Hawke Investments Pte Limited
-
33.77
Housing And Urban Development Corporation *
Vietnam
Real estate investment
VOF Investment Limited
-
25.75
Hung Vuong Corporation
Vietnam
Operating assets investment
VOF Investment Limited
31.04
33.24
Thang Loi Textile Garment Joint Stock Company *
Vietnam
Real estate investment
Vietnam Enterprise Limited, VOF Investment Limited
-
34.17
* VinaCapital Commercial Center Private Limited, Ba Huan Joint Stock Company, Housing and Urban Development Corporation and Thang Loi Textile Garment Joint Stock Company were sold during the period to 31 December 2018.
5.5 Financial risks
At 31 December 2018, the Company owns a number of subsidiaries and associates for the purpose of holding investments in listed and unlisted securities, debt instruments, private equity and operating assets. The Company, via these underlying investments, is subject to financial risks which are further disclosed in note 20. The Investment Manager makes investment decisions after performing extensive due diligence on the underlying investments, their strategies, financial structure and the overall quality of management.
6. CASH AND CASH EQUIVALENTS
31 December 2018
30 June 2018
USD'000
USD'000
(Unaudited)
(Audited)
Cash at banks
4,919
14,867
As at the Statement of Financial Position date, the cash and cash equivalents were denominated in USD and GBP.
The Company's overall cash position including cash held in directly held subsidiaries as at 31 December 2018 was USD16.1 million (30 June 2018: USD34.2 million). Please refer to note 8 for details of the cash held by the Company's subsidiaries and associates.
7. FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets at amortised cost
Financial assets at fair value through profit or loss
Total
USD'000
USD'000
USD'000
As at 31 December 2018 (Unaudited)
Financial assets at fair value through profit or loss
-
968,326
968,326
Cash and cash equivalents
4,919
-
4,919
Total
4,919
968,326
973,245
Financial assets denominated in:
- USD
4,919
968,326
973,245
As at 30 June 2018 (Audited)
Financial assets at fair value through profit or loss
-
1,067,462
1,067,462
Cash and cash equivalents
14,867
-
14,867
Total
14,867
1,067,462
1,082,329
Financial assets denominated in:
- USD
14,867
1,067,462
1,082,329
As at 31 December 2018 and 30 June 2018, the carrying amounts of all financial liabilities approximate their fair values.
All financial liabilities are short term in nature and their carrying values approximate their fair values, with the exception of the deferred incentive fees. There are no financial liabilities that must be accounted for at fair value through profit or loss (30 June 2018: nil).
8 . FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets at fair value through profit and loss comprise the Company's investments in subsidiaries and associates. The underlying assets and liabilities of the direct subsidiaries and associates at fair value are included with those of the Company in the following table.
31 December 2018
30 June 2018
USD'000
USD'000
(Unaudited)
(Audited)
Cash and cash equivalents
11,191
19,317
Ordinary shares - listed
628,490
690,659
Ordinary shares - unlisted *
181,393
201,997
Private equity
122,197
112,188
Real estate projects and operating assets
12,029
33,442
Other assets, net of liabilities
13,026
9,859
968,326
1,067,462
* Unlisted Securities include OTC (over-the-counter) traded securities, and unlisted securities publicly traded on UPCoM (Unlisted Public Companies Market) of the Hanoi Stock Exchange.
The major underlying investments held by the direct subsidiaries and associates of the Company were in the following industry sectors.
31 December 2018
30 June 2018
USD'000
USD'000
(Unaudited)
(Audited)
Real estate and operating assets
196,025
172,674
Consumer goods
208,057
257,924
Construction
155,315
200,428
Financial services
109,043
117,244
Infrastructure
87,602
96,472
Industrials
58,441
61,756
Pharmaceuticlas and healthcare
41,131
20,902
Energy, minerals and petroleum
65,515
73,371
Agriculture
22,980
19,841
Retailers
-
17,674
As at 31 December 2018, an underlying holding, Hoa Phat Group, within financial assets at fair value through profit or loss amounted to 11.8% of the NAV of the Company. As at 30 June 2018, the same underlying holding, Hoa Phat Group, amounted to 14.6% of the NAV of the Company.
During the period, capital has been returned to the Company as underlying investments in the subsidiaries/associates have been realised.
When determining the fair values of financial assets at fair value through profit or loss the Company takes into account the potential for warranty or other claims arising on the sale of any investments based on the likelihood of an event arising and the amount that may become payable.
There have been no changes in the classification of financial assets at fair value through profit or loss shown as level 3 during the period ended 31 December 2018.
Changes in level 3 financial assets at fair value through profit or loss
The fair value of the Company's investments in subsidiaries and associates are estimated using approaches as described in note 3.2. As observable prices are not available for these investments, the Company classifies them as level 3 fair values.
For the six months ended
31 December 2018
31 December 2017
(Unaudited)
(Unaudited)
Opening balance
1,067,462
974,581
Purchases
76,498
131,657
Return of capital
(110,104)
(204,820)
Net (losses)/gains for the period
(65,530)
189,147
968,326
1,090,565
9. DIVIDEND POLICY
The dividends paid in the reporting period were as follows;
Dividend rate
Net dividend
per share
payable
(cents)
(USD'000)
Record rate
Ex-dividend date
Pay date
First interim dividend
5.5
10,351
2 November 2018
1 November 2018
30 November 2018
10,351
Under the Companies (Guernsey) Law, 2008, the Company can distribute dividends from capital and revenue reserves, subject to the net asset and solvency test. The net asset and solvency test considers whether a company is able to pay its debts when they fall due, and whether the value of a company's assets is greater than its liabilities. The Board confirms that the Company passed the net asset and solvency test for each dividend paid.
10. RECEIVABLES AND PREPAYMENTS
31 December 2018
30 June 2018
USD'000
USD'000
(Unaudited)
(Audited)
Prepayments
45
-
The Company exited Indochina Food Industries Pte. Ltd ("ICF") through the sale of 100% of VinaSugar Holdings Limited in 2012 at USD28.45 million. As at 31 December 2018 and 30 June 2018, the buyer has paid USD19.75 million with USD8.7 million remaining outstanding. In June 2014, the Company approved a loan of USD2.9 million to ICF to provide immediate relief for the business. Together with the existing receivable of USD8.7 million, the total USD11.6 million was classified as receivable and has been fully impaired.
11. SHARE CAPITAL
The Company may issue an unlimited number of shares, including shares of no par value or shares with a par value. Shares may be issued as (a) shares in such currencies as the Directors may determine; and/or (b) such other classes of shares in such currencies as the Directors may determine in accordance with the Articles and the Companies Law and the price per share at which shares of each class shall first be offered to subscribers shall be fixed by the Board. The minimum price which may be paid for a share is USD0.01. The Directors will act in the best interest of the Company and the Shareholders when authorising the issue of any shares.
Issued capital
31 December 2018
30 June 2018
Number of
Number of
shares
USD'000
shares
USD'000
Issued and fully paid at 1 July
211,346,258
491,301
211,346,258
491,301
Shares cancelled during the period/year
(9,200,000)
-
-
-
Issued and fully paid at period/year end
202,146,258
491,301
211,346,258
491,301
Shares held in treasury
(16,182,716)
(98,512)
(17,288,000)
(63,950)
Outstanding shares at period/year end
185,963,542
392,789
194,058,258
427,351
Treasury shares
31 December 2018
30 June 2018
Number of
Number of
shares
USD'000
shares
USD'000
Opening balance at 1 July
17,288,000
63,950
10,725,000
34,882
Shares repurchased during the period/year
8,094,716
34,562
6,563,000
29,068
Shares cancelled during the period/year
(9,200,000)
-
-
-
Closing balance at period/year end
16,182,716
98,512
17,288,000
63,950
In October 2011, the Board first sought and obtained shareholder approval to implement a share buyback programme. The share buyback programme was approved again at subsequent general meetings of the Company.
During the period ended 31 December 2018, 8.1 million shares were repurchased at a cost of USD34.6 million of which USD0.4 million was payable at the period end (see note 12) and 9.2 million shares were cancelled.
12. ACCRUED EXPENSES AND OTHER PAYABLES
31 December 2018
30 June 2018
USD'000
USD'000
(Unaudited)
(Audited)
Management fees payable to the Investment Manager (note 19)
452
1,321
Incentive fees payable to the Investment Manager (note 19)
15,096
15,086
Directors' fees payable (note 19)
102
-
Shares repurchased payable (note 11)
420
858
Other payables
424
824
16,494
18,089
All accrued expenses and other payables are short-term in nature. Therefore, their carrying values are considered a reasonable approximation of their fair values. Futher details on the payables to other related parties are disclosed in note 19.
13. DIVIDEND INCOME
Six months ended
31 December 2018
31 December 2017
USD'000
USD'000
(Unaudited)
(Unaudited)
Dividend income
26,643
31,748
The above table sets out dividends received by the Company from its subsidiaries. These represent distributions of income received as well as the proceeds of disposals of assets by subsidiaries, and do not reflect the dividends earned by the underlying investee companies. During the period, the subsidiaries received a total amount of USD13.0 million in dividends from their investee companies (30 June 2018: USD18.2million).
14. NET (LOSSES)/GAINS ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Six months ended
31 December 2018
31 December 2017
USD'000
USD'000
(Unaudited)
(Unaudited)
Financial assets at fair value through profit or loss:
- Unrealised (losses)/gains, net
(65,530)
189,147
Total
(65,530)
189,147
15(a). GENERAL AND ADMINISTRATION EXPENSES
Six months ended
31 December 2018
31 December 2017
USD'000
USD'000
(Unaudited)
(Unaudited)
Management fees (note 19(a))
7,029
7,560
Directors' fees, including expenses (note 19(d))
221
173
Custodian, secretarial and other professional fees
769
649
Others
531
438
8,550
8,820
15(b). ACCRUED INCENTIVE FEE
For the year ended 30 June 2018, an incentive fee of USD25.3 million was earned by the Investment Manager on the performance of the Capital Markets Pool. The deferred liability carried forward from 30 June 2017 was USD13.4 million resulting in a total incentive fee accrued of USD38.7 million as at 30 June 2018. The amount which was paid out immediately on publication of the Annual Report for the year ended 30 June 2018 was limited to USD15.0 million by the operation of the 1.5% cap as at 30 June 2018 and USD23.7 million was carried forward.
On the assumption that the NAV as at 31 December 2018 remains unchanged at 30 June 2019, the Audit Committee has concluded that it is probable that, of the remaining balance carried forward, some USD17.5 million will be paid out in 2019 and subsequent accounting years, while some USD6.2 million will be clawed back. Payment of the first part of this balance will not be before 31 October 2019. In determining the fair value of the deferred incentive fee element the Board has discounted USD2.4 million to USD2.0 million to reflect the time value of money and the probability of payment, while USD15.1 million is carried as a current liability.
If the NAV as at 30 June 2019 has increased above the level as at 31 December 2018, then the incentive fee accrual will increase proportionally, up to a maximum of the USD23.7 million described above.
Further explanation is included in note 3.1.
16. CORPORATE INCOME TAX
The Company has been granted Guernsey tax exempt status in accordance with the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 (as amended).
The majority of the subsidiaries are domiciled in the BVI and so have a tax exempt status whilst the remaining subsidiaries are established in Vietnam and Singapore and are subject to corporate income tax in those countries. The income tax payable by these subsidiaries is taken into account in determining their fair values in the Statement of Financial Position.
17. EARNINGS PER SHARE AND NET ASSET VALUE PER SHARE
(a) Basic
Basic earnings per share is calculated by dividing the profit from operations of the Company by the weighted average number of ordinary shares in issue during the period excluding ordinary shares purchased by the Company and held as treasury shares (note 11).
Six months ended
31 December 2018
31 December 2017
USD'000
USD'000
(Unaudited)
(Unaudited)
(Loss)/profit for the year (USD'000)
(43,762)
185,070
Weighted average number of ordinary shares in issue
189,669,272
198,997,747
Basic (loss)/earnings per share (USD per share)
(0.23)
0.93
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has no category of potentially dilutive ordinary shares. Therefore, diluted earnings per share is equal to basic earnings per share.
(c) NAV per share
NAV per share is calculated by dividing the NAV of the Company by the number of outstanding ordinary shares in issue as at the reporting date excluding ordinary shares purchased by the Company and held as treasury shares (note 11). NAV is determined as total assets less total liabilities.
31 December 2018
30 June 2018
USD'000
USD'000
(Unaudited)
(Audited)
Net assets value (USD'000)
954,757
1,043,432
Number of outstanding ordinary shares in issue
185,963,542
194,058,258
Net assets value per share (USD per share)
5.13
5.38
18. SEASONALITY
The Board believes that the impact of seasonality on the Condensed Interim Financial Statements is not material.
19. RELATED PARTIES
(a) Management fees
The Investment Manager receives a fee at an annual rate at the rates set out below, payable monthly in arrear.
· 1.50% of net assets, levied on the first USD500 million of net assets;
· 1.25% of net assets, levied on net assets between USD500 million and USD1,000 million;
· 1.00% of net assets, levied on net assets between USD1,000 million and USD1,500 million;
· 0.75% of net assets, levied on net assets between USD1,500 million and USD2,000 million; and
· 0.50% of net assets, levied on net assets above USD2,000 million.
For periods up to 30 June 2018, the Investment Manager received a fee at an annual rate of 1.5% of NAV.
Total management fees for the period amounted to USD7.0 million (31 December 2017: USD7.6 million), with USD0.5 million (30 June 2018: USD1.3 million) in outstanding accrued fees due to the Investment Manager at the reporting date.
(b) Incentive fees
No incentive fee was earned by the Investment Manager on the performance of the Company over the reporting period. However, as described in note 15(b) incentive fees totalling USD17.5 million have been carried forward for potential payment in 2019 and in future years.
(c) Modifications to the fee structure
The Company and Investment Manager agreed changes to the management fees which were effective from 1 July 2018. For further details, refer to note 3.
(d) Directors' Remuneration
The Directors who served during the period received the following emoluments in the form of fees:
Six months ended
Annual fee
31 December 2018
31 December 2017
Unaudited
Audited
USD
USD
USD
Steven Bates
95,000
47,500
47,500
Martin Adams (resigned 10 December 2018)
80,000
35,562
40,000
Thuy Bich Dam
80,000
40,000
40,000
Huw Evans
90,000
45,000
45,000
Julian Healy (appointed 23 July 2018)
80,000
35,342
-
203,404
172,500
Directors' fees totalling USD101,812 were outstanding at the period end (30 June 2018: Nil). During the period, directors expenses totalling USD17,333 were paid.
(e) Shares held by related parties
Shares held
Shares held
as at 31 December 2018
as at 30 June 2018
Steven Bates
25,000
25,000
Martin Adams (resigned 10 December 2018)
-
-
Thuy Bich Dam
-
-
Huw Evans
35,000
35,000
Julian Healy (appointed 23 July 2018)
-
-
As at 31 December 2018, Stephen Westwood, a retained Consultant of the Company and the Investment Manager owned 6,000 shares (30 June 2018: 6,000) in the Company.
As at 31 December 2018, the Investment Manager owned 1,370,075 shares (30 June 2018: 235,342 shares) in the Company, which includes shares repurchased from the market.
(f) Other balances with related parties
31 December 2018
30 June 2018
USD'000
USD'000
Payables to the Investment Manager on expenses paid
on behalf of the Company*
197
414
* Expenses reimbursed to the Investment Manager relating to marketing expenses, logistic and travelling expenses for Board meetings.
(g) Controlling party
In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no immediate nor ultimate controlling party.
20. FINANCIAL RISK MANAGEMENT
(a) Financial risk factors
The Company's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.
The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Company's Audited Financial Statements as at 30 June 2018.
There have been no significant changes in the management of risk or in any risk management policies since the last balance sheet date.
(b) Capital Management
The Company's capital management objectives are:
· To ensure the Company's ability to continue as a going concern;
· To provide investors with an attractive level of investment income; and
· To provide investors with an attractive level of capital growth.
The Company is not subject to any externally imposed capital requirements. The Company has engaged the Investment Manager to allocate the net assets in such a way so as to generate a reasonable investment return for its Shareholders and to ensure that there is sufficient funding available for the Company to continue as a going concern.
Capital as at the period end is summarised as follows:
31 December 2018
30 June 2018
USD'000
USD'000
(Unaudited)
(Audited)
Net assets attributable to equity shareholders
954,757
1,043,432
(c) Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
· Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
· Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
There are no financial liabilities of the Company which were carried at fair value through profit or loss as at 31 December 2018 and 30 June 2018.
The level into which financial assets are classified is determined based on the lowest level of significant input to the fair value measurement.
Financial assets measured at fair value in the Statement of Financial Position are grouped into the following fair value hierarchy:
Level 3
Total
USD'000
USD'000
As at 31 December 2018
Financial assets at fair value through profit or loss
968,326
968,326
As at 30 June 2018
Financial assets at fair value through profit or loss
1,067,462
1,067,462
The Company classifies its investments in subsidiaries and associates as level 3 because they are not publicly traded, even when the underlying assets may be readily realisable. During the period, USD10.9 million of unlisted security was transferred from level 2 to level 1 as it was listed on HSX in the period. There were no other transfers between the levels during the period/year ended 31 December 2018 and 30 June 2018.
If these investments were held at the Company level, they would be presented as follows:
Level 1
Level 2
Level 3
Total
USD'000
USD'000
USD'000
USD'000
As at 31 December 2018 (Unaudited)
Cash and cash equivalents
11,191
-
-
11,191
Ordinary shares - listed
628,490
-
-
628,490
- unlisted*
151,053
30,340
-
181,393
Private equity
-
-
122,197
122,197
Real estate projects and operating assets
-
-
12,029
12,029
Other assets, net of liabilities
-
-
13,026
13,026
790,734
30,340
147,252
968,326
Level 1
Level 2
Level 3
Total
USD'000
USD'000
USD'000
USD'000
As at 30 June 2018 (Audited)
Cash and cash equivalents
19,317
-
-
19,317
Ordinary shares - listed
690,659
-
-
690,659
- unlisted*
153,110
48,887
-
201,997
Private equity
-
-
112,188
112,188
Real estate projects and operating assets
-
-
33,442
33,442
Other assets, net of liabilities
-
-
9,859
9,859
863,086
48,887
155,489
1,067,462
* Unlisted securities are valued at their prices on UPCoM or using quotations from brokers.
Investments whose values are based on quoted market prices in active markets, and are therefore classified within level 1, include actively traded equities on the Ho Chi Minh City Stock Exchange, the Hanoi Stock Exchange or UPCoM at the Statement of Financial Position date. The Company does not adjust the quoted price for these instruments.
Bonds are valued based on the price and yield of the latest transaction of that bond found on a recognised formal stock exchange, Bloomberg or Reuters. If the price of a VND denominated bond found on a recognised formal stock exchange, Bloomberg or Reuters is greater than +/-1% of the previous day's closing price, the valuation is based on the average price and average yield obtained from three reputable bond brokerage companies. The reason for this is that the recorded transaction may be a bond repo transaction, which may not reflect the fair market value of such bonds.
Financial instruments which trade in markets that are not considered to be active but are valued based on quoted market prices and dealer quotations are classified within level 2. These include investments in OTC equities. As level 2 investments include positions that are not traded in active markets, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information. There were no movements into or out of the level 3 category during the period.
Private equities, real estate and operating assets, and other assets that do not have an active market are classified within level 3. The Company uses valuation techniques to estimate the fair value of these assets based on significant unobservable inputs as described in note 3.2.
Set out below is the sensitivity analysis on the significant unobservable inputs used in the valuation of level 3 investments as at 31 December as 2018.
Level 3 - Range of unobservable inputs
(probability-weighted average)
Terminal
Selling
Valuation
Valuation
Discount
Cap
growth
price per unit
Sensitivities in selling price per unit
Sensitivities in discount rates and cap rates/terminal
Segment
technique
(USD'000)
rate
rate
rate
(USD)
(USD'000)
growth rate (USD'000)
Operating
Discounted
Change in discount rate
real estate projects
cash flows
12,029
15%
14.50%
N/A
N/A
N/A
-1%
0%
1%
Change in
-1%
12,665
12,165
11,703
cap rate
0%
12,516
12,029
11,579
1%
12,381
11,905
11,465
Private
Discounted
Change in discount rate
equity
Cash flows & Others
71,871 *
15%-16%
N/A
3%-5%
N/A
N/A
-1%
0%
1%
Change in
-1%
73,342
68,911
64,086
terminal
0%
76,914
71,871
66,452
growth rate
1%
86,424
77,530
67,371
* The difference between the balance of USD122.2 million reflected as level 3 to the above balance of private equity of USD71.9 million is due to the fact that different valuation methodologies are used in the level 3 valuations which reflect observable inputs such as SPA or desktop valuations.
Set out below is the sensitivity analysis on the significant unobservable inputs used in the valuation of level 3 investments as at 30 June 2018 (audited).
Level 3 - Range of unobservable inputs
(probability-weighted average)
Terminal
Selling
Valuation
Valuation
Discount
Cap
growth
price per unit
Sensitivities in selling price per unit
Sensitivities in discount rates and cap rates/terminal
Segment
technique
(USD'000)
rate
rate
rate
(USD)
(USD'000)
growth rate (USD'000)
Operating
Discounted
Change in discount rate
real estate
projects
cash flows
13,328 *
15%
14.50%
N/A
N/A
N/A
-1%
0%
1%
Change in
-1%
14,014
13,477
12,982
cap rate
0%
13,851
13,328
12,845
1%
13,703
13,192
12,720
Private
Discounted
Change in discount rate
equity
Cash flows
68,290 *
15%-16%
N/A
3%-5%
N/A
N/A
-1%
0%
1%
Change in
-1%
70,786
65,444
60,898
terminal
0%
74,332
68,290
63,214
growth rate
1%
84,527
73,484
64,342
* The difference between the balance of USD33.4 million reflected as level 3 real estate projects and operating assets to the above balance of USD13.3 million, and the difference between the balance of USD112.2 million reflected as level 3 private equity to the above balance of private equity of USD68.3 million, is due to the fact that different valuation methodologies are used in the level 3 valuations which reflect observable inputs such as an SPA or desktop valuation.
Specific valuation techniques used to value the Company's underlying investments include:
· Quoted market prices or dealer quotes;
· Use of discounted cash flow technique to present value the estimated future cash flows; and
· Other techniques, such as the latest market transaction price.
21. SUBSEQUENT EVENTS
This Interim Report and Condensed Interim Financial Statements were approved for issuance by the Board on 27 March 2019.
A dividend of 5.5 cents per share in respect of the half year ending 31 December 2018 was declared on 27 March 2019. The dividend is payable on or around 26 April 2019 to shareholders on record at 5 April 2019.
MANAGEMENT AND ADMINISTRATION
Directors
Registrar
Steven Bates
Computershare Investor Services (Guernsey) Limited
Martin Adams (retired 10 December 2018)
1st Floor, Tudor House
Thuy Bich Dam
Le Bordage, St Peter Port
Huw Evans
Guernsey, GY1 1DB
Julian Healy (appointed 23 July 2018)
Channel Islands
Registered Office
Independent Auditors
PO Box 656
PricewaterhouseCoopers CI LLP
Trafalgar Court
PO Box 321
Les Banques
Royal Bank Place
St Peter Port
1 Glategny Esplanade
Guernsey GY1 3PP
St Peter Port
Channel Islands
Guernsey GY1 4ND
Channel Islands
Investment Manager
Investment Advisor
VinaCapital Investment Management Limited
VinaCapital Investment Management Limited JSC
PO Box 309
17th Floor, Sun Wah Tower,
Ugland House
115 Nguyen Hue Blvd, District 1,
Grand Cayman KY1-1104
Ho Chi Minh City,
Cayman Islands
Vietnam
Administrator and Corporate Secretary
Aztec Financial Services (Guernsey) Limited (from 1 November 2018)
PO Box 656
Les Banques, Trafalgar Court
St Peter Port
Guernsey GY1 3PP
Channel Islands
Northern Trust (Guernsey) Limited (to 31 October 2018)
Les Banques, Trafalgar Court
St Peter Port
Guernsey GY1 3DA
Channel Islands
Corporate Broker
UK Marketing and Distribution Partner
Numis Securities Limited
Frostrow Capital LLP
The London Stock Exchange Building
25 Southampton Buildings
10 Paternoster Square
London WC2A 1AL
London EC4M 7LT
United Kingdom
Custodian
Standard Chartered Bank (Vietnam) Limited
Unit 1810-1815, Keangnam Hanoi Landmark Tower
Pham Hung Road
Me Tri Ward
Nam Tu Liem District
Hanoi, 1000
Vietnam
Investment Advisor's Offices:
Ho Chi Minh City
17th Floor, Sun Wah Tower,
115 Nguyen Hue Blvd., District 1,
Ho Chi Minh City,
Vietnam.
Phone: +84 28 3821 9930
Fax: +84 28 3821 9931
Hanoi
5th Floor, Sun City Building,
13 Hai Ba Trung Street,
Hoan Kiem Dist,
Hanoi,
Vietnam.
Phone: +84 24 3936 4630
Fax: +84 4 3936 4629
Singapore
6 Temasek Boulevard,
42-01 Suntec Tower 4,
Singapore 038986.
Phone: +65 6332 9081
Fax: +65 6333 9081
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDIR DDLFLKXFZBBQ
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