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Aseana Properties Limited NEX:ASPL.GB NEX Ordinary Share JE00B1RZDJ41
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  0.00 0.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -
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Aseana Properties Limited Half-year Report

27/09/2019 4:14pm

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Aseana Properties Limited

27 September 2019

27 September 2019

Aseana Properties Limited

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

Half-Year Results for the Six Months Ended 30 June 2019

Aseana Properties Limited (LSE: ASPL), a property developer investing in Malaysia and Vietnam, listed on the Main Market of the London Stock Exchange, announces its unaudited half-year results for the six-month period ended 30 June 2019.

Operational highlights:

-- The RuMa Residences achieved approximately 68% sales based on sale and purchase agreements signed.

-- The RuMa Hotel achieved an average occupancy rate of approximately 22% for the period to 30 June 2019 and 24% to date, based on available rooms.

-- Four Points by Sheraton Sandakan Hotel achieved an average occupancy rate of approximately 41% for the period to 30 June 2019 and 43% to date.

   --    The Harbour Mall Sandakan's occupancy stood at about 83% to date. 

-- The City International Hospital has shown improvement in its operational performance, with outpatient and inpatient volumes increasing by approximately 18% and 29% respectively as compared to same period in 2018.

Financial highlights:

   --    Revenue of US$5.7 million (H1 2018: US$15.9 million) 
   --    Loss before tax of US$5.2 million (H1 2018: loss of US$4.1 million) 
   --    Loss after tax of US$5.8 million (H1 2018: loss of US$4.6 million) 
   --    Consolidated comprehensive loss of US$5.9 million (H1 2018: loss of US$4.8 million) 

-- Net asset value of US$132.3 million (31 December 2018 (audited): US$136.4 million) or US$0.67 per share (31 December 2018 (audited): US$0.69 per share)

-- Realisable net asset value of US$184.6 million (31 December 2018 (unaudited): US$193.1 million) or US$0.93 per share (31 December 2018 (unaudited): US$0.97 per share)

Commenting on the results, Gerald Ong, Chairman of Aseana, said:

"The H1 2019 results are reflective of the challenging market conditions in Malaysia. Nonetheless, the Company is working towards improving the operational performance and narrowing the losses of its operating assets. It remains focused on realising the remaining assets in a controlled, orderly and timely manner."

For further information:

 
 Aseana Properties Limited               Tel: 00 603 6411 6388 
 Chan Say Yeong (Chief Executive         Email: sy.chan@aseanaproperties.com 
  Officer) 
 
 N+1 Singer                              Tel: 020 7496 3000 
 James Maxwell / James Moat (Corporate 
  Finance) 
  Sam Greatrex (Sales) 
 
 Tavistock                               Tel: 020 7920 3150 
 Jeremy Carey / James Verstringhe        Email: jeremy.carey@tavistock.co.uk 
 
 

Notes to Editors:

London-listed Aseana Properties Limited (LSE: ASPL) is a property developer with investments in Malaysia and Vietnam.

CHAIRMAN'S STATEMENT

Introduction

I am pleased to report on the results of Aseana Properties and its group of companies for the six months ended 30 June 2019.

The global economy experienced sluggish growth for the first six months of 2019. Growing trade tension between the US and China as well as prolonged uncertainty on Brexit continues to be the dominant factor for global market uncertainty.

Malaysia registered a slower GDP growth of 4.7% in the first half of 2019 compared to 4.9% in the same period last year. Although Malaysian economy is expected to remain healthy from the continuous support of steady domestic demand, challenges persist due to uncertain external factors. On the Malaysian property front, the market continued to soften in the first half of 2019 due to various factors including macroeconomic uncertainties and weak domestic consumer sentiment. Challenges such as stringent lending policies, a development approval freeze by the Government on selected commercial and high-end residential developments, property oversupply and price unaffordability continue to dampen the property market. In May 2019, Bank Negara Malaysia reduced the Overnight Policy Rate by 25-basis points to 3.0% which has managed to ease borrowing for potential home buyers. Sabah experienced a slight increase in the number of tourists in the first six months of 2019 compared to the same period in 2018. Total arrivals to Sabah for the first six months was 2.02 million, with visitors from China being the largest group at 0.32 million. However, eastern Sabah is still affected by adverse travel advisory notices from countries including Australia, New Zealand, Canada, United States of America and the United Kingdom.

Despite a softer global economy, Vietnam maintained strong second quarter GDP growth of 6.7%. On the back of a GDP growth of 7.1% in 2018, Vietnam sustained its economic growth with extensive market-oriented and outward-looking economic policies. Vietnam has emerged as one of the fastest growing countries in Asia over the last decade. Ongoing trade tariffs imposed on China by the United States will continue to dampen global economic growth. However, Vietnam will likely benefit from the ongoing trade tensions as firms are moving manufacturing from China to countries such as Vietnam, to avoid tariffs.

Results

For the six months ended 30 June 2019, the Group recorded an unaudited revenue of US$5.7 million (H1 2018: US$15.9 million), which is mainly attributable to the sale of completed units in SENI Mont' Kiara. No major asset sales were recorded during the period.

The Group recorded an unaudited loss before tax for the period of US$5.2 million (H1 2018: loss of US$4.1 million), mainly due to operating losses and financing costs of US$1.4 million for City International Hospital, US$0.6 million for Four Points by Sheraton Sandakan Hotel and Harbour Mall Sandakan, and US$2.3 million for The RuMa Hotel.

The Group's unaudited loss after tax stood at US$5.8 million (H1 2018: loss of US$4.6 million). The Group's unaudited consolidated comprehensive loss for the period of US$5.9 million (H1 2018: loss of US$4.8 million) included a foreign currency translation loss of US$0.1 million (H1 2018: loss of US$0.1 million).

The unaudited net asset value for the Group 30 June 2019 decreased to US$132.3 million (31 December 2018 (audited): US$136.4 million) due to losses incurred during the period. This translates to US$0.666 per voting share (31 December 2018 (audited): US$0.686 per voting share). Meanwhile, the unaudited realisable net asset value for the Group stood at US$184.6 million at 30 June 2019 (31 December 2018 (unaudited): US$193.1 million). This is equivalent to US$0.929 per voting share (31 December 2018 (unaudited): US$0.972 per voting share).

Changes to the Board of Directors

During 2019, there were a number of changes to the composition of the Board of Directors as we sought to position the Group for the final phase of the disposal of its assets. I would like to thank Dato Azlan Hashim who had been Chairman since launch, Ferheen Mahomed who had been a non-executive Director since May 2015 and Richard Boleat for their wise counsel and advice to ASEANA. I also welcome our new Directors:

-- Monica Lai who is the Chief Financial Officer of our former Development Manager based in Kuala Lumpur and connected to Ireka and Legacy Essence who collectively are the largest shareholder in ASEANA, and

-- Christopher Lovell who returns to the Board and who was a corporate lawyer and is based in Jersey and therefore serves a particularly valuable purpose of linking us with our regulatory base, and

-- Helen Wong who is an Asian property specialist based in Hong Kong, will serve as our Divestment Director.

-- Nick Paris who is a representative of LIM Advisors based in London and whose clients are the second largest shareholders in ASEANA, resigned from the Board in March and was re-appointed in early September.

Internalisation of Management

Ireka Development Management Sdn Bhd who served as our Development Manager from launch resigned from their appointment in March. They finished their role on 30th June and thereafter day to day management of the Group was taken over by Mr Chan Say Yeong who is based in Kuala Lumpur and who joined ASEANA as its Chief Executive Officer on 3(rd) June.

Property disposals and Realisable Net Asset Value ("RNAV")

In order to dispose of the remaining assets owned by ASEANA, the revised Board have been re-evaluating their likely disposal values particularly in the light of increasingly competitive market conditions for luxury hotels in Kuala Lumpur and continuing challenging market conditions in Sandakan in East Malaysia. This work is ongoing and will be reviewed by our external valuers and no conclusions have been reached at this stage. The Directors will inform Shareholders of the impact on the RNAV when they conclude this process. The Board will however continue to publish NAV and RNAV figures for the fund in the Annual and Semi-Annual accounts, however believe that it is in shareholder's interests to cease publishing valuations for individual assets whilst it concentrates on selling those properties. Each sales process involves extensive discussion and the handover of a lot of detailed information often requiring Non-Disclosure Agreements ("NDA's") to be signed, and it is felt that all information on a property is best delivered under this process rather than piecemeal from public disclosures by your Company.

The revised Board has made a lot of progress at improving the sales and due diligence information available to prospective purchasers for our properties and has been re-marketing them with particular priority being placed on those where there is likely to be the most demand and therefore the fastest possibility of a completed disposal. A fair number of NDA's have been signed on some of the assets and there is renewed interest which we are exploring diligently. It is however too early to reveal the details of these discussions and the negotiations are ongoing.

Investor Reporting

The Board believes that the quarterly Tracker newsletters t are no longer an appropriate means of relaying progress to its shareholders now that our principal focus is to expedite property sale negotiations and turn them into completed transactions. It has therefore been decided to discontinue these, however prompt announcements will be made whenever a significant step in a property sales process has been made. These updates will be supplemented by portfolio updates in the Annual and Interim accounts and the updated corporate presentations that accompany them.

The next ASEANA Dis-continuation Vote

Shareholders extended the life of the Group for 18 months at an EGM that was held in April 2018 in order to realise the remaining assets in the portfolio. A further dis-continuation vote is therefore required to be held at an EGM in December 2019 and the Directors will be publishing their recommendations to Shareholders ahead of that meeting as the disposal process is not likely to be completed by then.

GERALD ONG

Chairman

27 September 2019

PROPERTY PORTFOLIO AS AT 30 JUNE 2019

 
 Project                               Type            Effective   Approximate 
                                                       Ownership         Gross 
                                                                         Floor   Approximate 
                                                                          Area     Land Area          Scheduled 
                                                                        (sq m)        (sq m)          completion 
----------------------------  ---------------------  -----------  ------------  ------------  ------------------------ 
 Completed projects 
---------------------------------------------------------------------------------------------------------------------- 
                                                                                               Phase 1: Completed 
                                                                                                in April 2011 
 SENI Mont' Kiara                                                                               Phase 2: Completed 
  Kuala Lumpur, Malaysia       Luxury condominiums        100.0%       225,000        36,000    in October 2011 
----------------------------  ---------------------  -----------  ------------  ------------  ------------------------ 
 The RuMa Hotel and             Luxury residential 
  Residences                     tower and bespoke                                             Completed in September 
  Kuala Lumpur, Malaysia               hotel               70.0%        40,000         4,000    2018 
----------------------------  ---------------------  -----------  ------------  ------------  ------------------------ 
                                                                                               Retail lots: Completed 
                                                                                                in 2009 
 Sandakan Harbour                                                                               Retail mall: Completed 
  Square                           Retail lots,                                                 in March 2012 
  Sandakan, Sabah,               hotel and retail                                               Hotel: Completed in 
  Malaysia                             mall               100.0%       126,000        48,000    May 2012 
----------------------------  ---------------------  -----------  ------------  ------------  ------------------------ 
 Phase 1: City International 
  Hospital, International 
  Healthcare Park, 
  Ho Chi Minh City,              Private general                                               Completed in March 
  Vietnam                            hospital             72.4%*        48,000        25,000    2013 
----------------------------  ---------------------  -----------  ------------  ------------  ------------------------ 
 Land parcels for sale 
---------------------------------------------------------------------------------------------------------------------- 
 Other developments 
  in International 
  Healthcare Park,                  Commercial 
  Ho Chi Minh City,               and residential 
  Vietnam (formerly                 development 
  International Hi-Tech           with healthcare 
  Healthcare Park)                     theme              72.4%*       972,000       351,000             n/a 
----------------------------  ---------------------  -----------  ------------  ------------  ------------------------ 
 Kota Kinabalu Seafront            (i) Boutique           100.0%           n/a       327,000             n/a 
  resort & residences              resort hotel 
  Kota Kinabalu, Sabah,             and resort             80.0% 
  Malaysia                            villas 
                                    (ii) Resort 
                                       homes 
----------------------------  ---------------------  -----------  ------------  ------------  ------------------------ 
 

*Shareholding as at 30 June 2019

n/a: Not available/ Not applicable

 
 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
  SIX MONTHSED 30 JUNE 2019 
                                                      Unaudited          Unaudited        Audited 
                                                     Six months         Six months           Year 
                                  Notes                   ended              ended          ended 
                                                        30 June            30 June    31 December 
                                                           2019               2018           2018 
 Continuing activities                                  US$'000            US$'000        US$'000 
-------------------------------  ------  ----------------------  -----------------  ------------- 
 Revenue                            3                     5,653             15,879         33,054 
 Cost of sales                      5                   (4,990)           (13,476)       (24,601) 
-------------------------------  ------  ----------------------  -----------------  ------------- 
 Gross profit                                               663              2,403          8,453 
 Other income                                            11,045              8,299         19,149 
 Administrative expenses                                  (290)              (479)        (1,027) 
 Foreign exchange gain              6                      (67)                104        (1,353) 
 Management fees                                          (497)            (1,036)        (1,460) 
 Marketing expenses                                        (94)              (373)          (671) 
 Other operating expenses                              (12,748)           (10,607)       (24,095) 
-------------------------------  ------  ----------------------  -----------------  ------------- 
 Operating loss                                         (1,988)            (1,689)        (1,004) 
                                         ----------------------  -----------------  ------------- 
 Finance income                                             492                362          1,242 
 Finance costs                                          (3,727)            (2,776)        (7,034) 
                                         ----------------------  -----------------  ------------- 
 Net finance costs                                      (3,235)            (2,414)        (5,792) 
 Net loss before taxation                               (5,223)            (4,103)        (6,796) 
 Taxation                           7                     (602)              (518)            390 
-------------------------------  ------  ----------------------  -----------------  ------------- 
 Loss for the period/year                               (5,825)            (4,621)        (6,406) 
-------------------------------  ------  ----------------------  -----------------  ------------- 
 Other comprehensive (loss)/ income, net of tax 
  Items that are or may be reclassified subsequently to profit or loss 
  Foreign currency translation differences 
     for foreign operations                                (67)              (135)        (1,082) 
 Total other comprehensive 
   loss for the period/year                                (67)              (135)        (1,082) 
 Total comprehensive loss 
  for the period/year                                   (5,892)            (4,756)        (7,488) 
-------------------------------  ------------------------------  -----------------  ------------- 
 
  Loss attributable to: 
  Equity holders of the parent                          (4,055)            (3,327)        (4,885) 
 Non-controlling interests                              (1,770)            (1,294)        (1,521) 
-------------------------------  ------------------------------  -----------------  ------------- 
 Total                                                  (5,825)            (4,621)        (6,406) 
-------------------------------  ------------------------------  -----------------  ------------- 
 
   Total comprehensive loss 
 attributable to: 
 Equity holders of the parent                           (4,095)            (3,373)        (6,154) 
 Non-controlling interests                              (1,797)            (1,383)        (1,334) 
-------------------------------  ------  ----------------------  -----------------  ------------- 
 Total                                                  (5,892)            (4,756)        (7,488) 
-------------------------------  ------  ----------------------  -----------------  ------------- 
 (Loss)/Earnings per share 
  Basic and diluted (US cents)       8                   (2.04)             (1.67)         (2.46) 
-------------------------------  ------  ----------------------  -----------------  ------------- 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2019

 
                                          Unaudited     Unaudited        Audited 
-------------------------------  ------ 
                                              As at         As at          As at 
                                            30 June       30 June    31 December 
------------------------------- 
                                               2019          2018           2018 
                                  Notes     US$'000       US$'000        US$'000 
-------------------------------  ------  ----------  ------------  ------------- 
 Non-current assets 
 Property, plant and equipment                  664           615            678 
 Intangible assets                            4,085         4,159          4,148 
 Deferred tax assets                          4,828         5,356          5,186 
-------------------------------  ------  ----------  ------------  ------------- 
 Total non-current assets                     9,577        10,130         10,012 
-------------------------------  ------  ----------  ------------  ------------- 
 
  Current assets 
 Inventories                                263,526       259,910        267,160 
 Trade and other receivables                 14,578        12,002         16,991 
 Prepayments                                    598           487            635 
 Current tax assets                             143           487            157 
 Cash and cash equivalents                    6,791         9,173         12,573 
-------------------------------  ------  ----------  ------------  ------------- 
 Total current assets                       285,636       282,059        297,516 
-------------------------------  ------  ----------  ------------  ------------- 
 
   TOTAL ASSETS                             295,213       292,189        307,528 
-------------------------------  ------  ----------  ------------  ------------- 
 
   Equity 
 Share capital                               10,601        10,601         10,601 
 Share premium                              208,925       208,925        208,925 
 Capital redemption reserve                   1,899         1,899          1,899 
 Translation reserve                       (22,305)      (20,920)       (22,265) 
 Accumulated losses                        (66,841)      (61,624)       (62,786) 
-------------------------------  ------  ----------  ------------  ------------- 
 Shareholders' equity                       132,279       138,881        136,374 
 Non-controlling interests                  (2,734)       (2,567)          (937) 
-------------------------------  ------  ----------  ------------  ------------- 
 Total equity                               129,545       136,314        135,437 
-------------------------------  ------  ----------  ------------  ------------- 
 
   Non-current liabilities 
 Trade and other payable                     38,638        31,406         37,976 
 Loans and borrowings               9        14,043        40,618         13,188 
 Total non-current liabilities               52,681        72,024         51,164 
-------------------------------  ------  ----------  ------------  ------------- 
 
   Current liabilities 
 Trade and other payables                    28,676        28,172         34,128 
 Amount due to non-controlling 
  interests                                   9,728        13,400         13,194 
 Loans and borrowings               9        43,701        12,982         48,084 
 Medium term notes                 10        29,506        24,562         23,761 
 Current tax liabilities                      1,376         4,735          1,760 
-------------------------------  ------  ----------  ------------  ------------- 
 Total current liabilities                  112,987        83,851        120,927 
-------------------------------  ------  ----------  ------------  ------------- 
 Total liabilities                          165,668       155,875        172,091 
-------------------------------  ------  ----------  ------------  ------------- 
 
  TOTAL EQUITY AND LIABILITIES              295,213       292,189        307,528 
-------------------------------  ------  ----------  ------------  ------------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the PERIOD ended 30 JuNE 2019 - Unaudited

 
                                                                                                    Total Equity 
                                                                                                    Attributable 
                                                                                                       to Equity 
                   Redeemable                               Capital                                      Holders           Non- 
                     Ordinary   Management      Share    Redemption    Translation    Accumulated         of the    Controlling 
                       Shares       Shares    Premium       Reserve        Reserve         Losses         Parent      Interests    Total Equity 
                      US$'000      US$'000    US$'000       US$'000        US$'000        US$'000        US$'000        US$'000         US$'000 
---------------  ------------  -----------  ---------  ------------  -------------  -------------  -------------  -------------  -------------- 
 1 January 2019        10,601            -    208,925         1,899       (22,265)       (62,786)        136,374          (937)      135,437 
 Loss for the 
  period                    -            -          -             -              -        (4,055)        (4,055)        (1,770)         (5,825) 
 Total other 
  comprehensive 
  loss                      -            -          -             -           (40)              -           (40)           (27)        (67) 
                 ------------  -----------  ---------  ------------  -------------  -------------  -------------  -------------  -------------- 
 Total 
  comprehensive 
  loss                      -            -          -             -           (40)        (4,055)        (4,095)        (1,797)      (5,892) 
 
  Shareholders' 
  equity 
  at 30 June 
  2019                 10,601            -    208,925         1,899       (22,305)       (66,841)        132,279        (2,734)      129,545 
===============  ============  ===========  =========  ============  =============  =============  =============  =============  ============== 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the PERIOD ended 30 JuNE 2018 - Unaudited

 
                                                                                                              Total Equity 
                                                                                                              Attributable 
                                                                                                                 to Equity 
                     Redeemable                                       Capital                                      Holders           Non- 
                       Ordinary           Management      Share    Redemption    Translation    Accumulated         of the    Controlling 
                         Shares               Shares    Premium       Reserve        Reserve         Losses         Parent      Interests      Total Equity 
                        US$'000              US$'000    US$'000       US$'000        US$'000        US$'000        US$'000        US$'000           US$'000 
-----------------  ------------  -------------------  ---------  ------------  -------------  -------------  -------------  -------------  ---------------- 
 1 January 2018          10,601                    -    208,925         1,899       (20,874)       (58,294)        142,257        (1,250)           141,007 
 Changes in 
  ownership 
  interests in 
  subsidiaries                -                    -          -             -              -            (3)            (3)              3                 - 
 Non-controlling 
  interests 
  contribution                -                    -          -             -              -              -              -             63               63 
                   ------------  -------------------  ---------  ------------  -------------  -------------  -------------  -------------  ---------------- 
 Loss for the 
  period                      -                    -          -             -              -        (3,327)        (3,327)        (1,294)           (4,621) 
 Total other 
  comprehensive 
  loss                        -                    -          -             -           (46)              -           (46)           (89)           (135) 
                   ------------  -------------------  ---------  ------------  -------------  -------------  -------------  -------------  ---------------- 
 Total 
  comprehensive 
  loss                        -                    -          -             -           (46)        (3,327)        (3,373)        (1,383)         (4,756) 
 Shareholders' 
  equity 
  at 30 June 2018        10,601                    -    208,925         1,899       (20,920)       (61,624)        138,881        (2,567)       136,314 
=================  ============  ===================  =========  ============  =============  =============  =============  =============  ================ 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2018 - audited

 
                                                                                                             Total 
                                                                                                            Equity 
                                                                                                      Attributable 
                                                                                                         to Equity 
                     Redeemable                               Capital                                      Holders           Non- 
                       Ordinary   Management      Share    Redemption    Translation    Accumulated         of the    Controlling                           Total 
                         Shares       Shares    Premium       Reserve        Reserve         Losses         Parent      Interests                          Equity 
   Consolidated         US$'000      US$'000    US$'000       US$'000        US$'000        US$'000        US$'000        US$'000                         US$'000 
-----------------  ------------  -----------  ---------  ------------  -------------  -------------  -------------  -------------  ------------------------------ 
 Balance at 1 
  January 2017           10,601           -#    218,926         1,899       (29,142)       (58,922)        143,362        (1,148)                         142,214 
 Impact of change 
  in accounting 
  policy                      -            -          -             -          (420)          5,500          5,080          2,179                           7,259 
-----------------  ------------  -----------  ---------  ------------  -------------  -------------  -------------  -------------  ------------------------------ 
 Adjusted balance 
  at 1 January 
  2017                   10,601            -    218,926         1,899       (29,562)       (53,422)        148,442          1,031                  149,473 
 Share buy back               -            -   (10,001)             -              -              -       (10,001)              -                 (10,001) 
 Changes in 
  ownership 
  interests 
  in subsidiaries             -            -          -             -              -          (539)          (539)            539                               - 
 Non-controlling 
  interests 
  contribution                -            -          -             -              -              -              -            252                             252 
                   ------------  -----------  ---------  ------------  -------------  -------------  -------------  -------------  ------------------------------ 
 Restated loss 
  for the year                -            -          -             -              -        (3,937)        (3,937)        (1,596)                         (5,533) 
 Restated total 
  other 
  comprehensive 
  income for the 
  year                        -            -          -             -          8,566              -          8,566            105                           8,671 
                   ------------  -----------  ---------  ------------  -------------  -------------  -------------  -------------  ------------------------------ 
 Restated total 
  comprehensive 
  income for the 
  year                        -            -          -             -          8,566        (3,937)          4,629        (1,491)                           3,138 
-----------------  ------------  -----------  ---------  ------------  -------------  -------------  -------------  -------------  ------------------------------ 
 Restated balance 
  at 31 December 
  2017/ 1 January 
  2018                   10,601            -    208,925         1,899       (20,996)       (57,898)        142,531            331                         142,862 
 Changes in 
  ownership 
  interests 
  in subsidiaries             -            -          -             -              -            (3)            (3)              3                               - 
 Non-controlling 
  interests 
  contribution                -            -          -             -              -              -              -             63                              63 
                   ------------  -----------  ---------  ------------  -------------  -------------  -------------  -------------  ------------------------------ 
 Loss for the 
  year                        -            -          -             -              -        (4,885)        (4,885)        (1,521)                         (6,406) 
 Total other 
  comprehensive 
  loss for the 
  year                        -            -          -             -        (1,269)              -        (1,269)            187                         (1,082) 
                   ------------  -----------  ---------  ------------  -------------  -------------  -------------  -------------  ------------------------------ 
 Total 
  comprehensive 
  loss 
  for the year                -            -          -             -        (1,269)        (4,885)        (6,154)        (1,334)                         (7,488) 
 Shareholders' 
  equity at 
  31 December 
  2018                   10,601           -#    208,925         1,899       (22,265)       (62,786)        136,374          (937)                         135,437 
=================  ============  ===========  =========  ============  =============  =============  =============  =============  ============================== 
 

# represent 2 management shares at US$0.05 each

 
 CONSOLIDATED STATEMENT OF CASH FLOWS 
 SIX MONTHSED 30 JUNE 2019 
                                                                  Unaudited    Unaudited                 Audited 
                                                                 Six months   Six months                    Year 
                                                                      ended        ended                   ended 
                                                                    30 June      30 June             31 December 
                                                                       2019         2018                    2018 
                                                                    US$'000      US$'000                 US$'000 
----------------------------------------------------------  ---------------  -----------  ---------------------- 
 Cash Flows from Operating Activities 
 Net loss before taxation                                           (5,223)      (4,103)               (6,796) 
 Finance income                                                       (492)        (362)               (1,242) 
 Finance costs                                                        3,727        2,776                 7,034 
 Unrealised foreign exchange gain                                      (14)         (84)                 1,382 
 Write down/Impairment of goodwill                                       62           42                    53 
 Depreciation of property, plant 
  and equipment                                                          56           41                    92 
 Operating (loss)/profit before changes 
  in working capital                                                (1,884)      (1,690)                   523 
 Changes in working capital: 
 Decrease /(Increase) in inventories                                  3,387      (7,803)              (22,243) 
 Decrease /(Increase) in trade and 
  other receivables and prepayments                                   2,453      (1,170)                 (987) 
 (Decrease) /Increase in trade and 
  other payables                                                    (4,911)       10,488                20,768 
----------------------------------------------------------  ---------------  -----------  -------------------- 
 Cash used in operations                                              (955)        (175)               (1,939) 
 Interest paid                                                      (3,727)      (2,776)               (7,034) 
 Tax paid                                                             (602)      (1,107)               (1,955) 
----------------------------------------------------------  ---------------  -----------  -------------------- 
 
   Net cash used in operating activities                            (5,284)      (4,058)              (10,928) 
----------------------------------------------------------  ---------------  -----------  -------------------- 
 
 Cash Flows From Investing Activities 
    Proceeds from disposal of property, 
     plant and                                                            6            -                     - 
     equipment 
 Purchase of property, plant and 
  equipment                                                            (50)            -                 (121) 
 Finance income received                                                492          362                 1,242 
----------------------------------------------------------  ---------------  -----------  -------------------- 
 Net cash from investing activities                                     448          362                 1,121 
----------------------------------------------------------  ---------------  -----------  -------------------- 
 
 
 
 
   CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D) 
 SIX MONTHSED 30 JUNE 2019 
                                                                  Unaudited    Unaudited                 Audited 
                                                                 Six months   Six months                    Year 
                                                                      ended        ended                   ended 
                                                                       June      30 June             31 December 
                                                                       2019         2018                    2018 
                                                                    US$'000      US$'000                 US$'000 
----------------------------------------------------------  ---------------  -----------  ---------------------- 
 Cash Flows From Financing Activities 
 (Repayment)/Advances from non-controlling 
  interests                                                         (3,435)           19                      82 
 Issuance of ordinary shares of subsidiaries 
  to non-controlling interests (i)                                        -           63                      63 
 Repayment of loans and borrowings                                  (7,338)     (15,798)                (24,197) 
 Drawdown of loans and borrowings 
  and medium term notes                                               9,820        2,598                  20,308 
 Net (increase)/decrease in pledged 
  deposits for loans and borrowings 
  and Medium Term Notes                                             (2,306)       13,700                  13,623 
 
   Net cash from/(used in) financing 
   activities                                                       (3,259)          582                   9,879 
----------------------------------------------------------  ---------------  -----------  ---------------------- 
 Net changes in cash and cash equivalents 
  during the period/year                                            (8,095)      (3,114)                      72 
 Effect of changes in exchange rates                                     11          154                     497 
 Cash and cash equivalents at the 
  beginning of the period/year (i)                                    9,863        9,294                   9,294 
----------------------------------------------------------  ---------------  -----------  ---------------------- 
 Cash and cash equivalents at the 
  end of the period/year (i)                                          1,779        6,334                   9,863 
----------------------------------------------------------  ---------------  -----------  ---------------------- 
 
   (i) Cash and Cash Equivalents 
   Cash and cash equivalents included in the consolidated statement 
   of cash flows comprise the following consolidated statement of financial 
   position amounts: 
 
   Cash and bank balances                                             1,235        2,973                   9,372 
 Short term bank deposits                                             5,556        6,200                   3,201 
----------------------------------------------------------  ---------------  -----------  ---------------------- 
                                                                      6,791        9,173                  12,573 
 Less: Deposits pledged (ii)                                        (5,012)      (2,839)                 (2,710) 
----------------------------------------------------------  ---------------  -----------  ---------------------- 
 Cash and cash equivalents                                            1,779        6,334                   9,863 
----------------------------------------------------------  ---------------  -----------  ---------------------- 
 
 

(i) On 30 June 2018 and 31 December 2018, US$63,000 of ordinary shares of subsidiaries were issued to non-controlling shareholders, of which was satisfied via cash consideration.

(ii) Included in short term bank deposits and cash and bank balance is US$5,012,000 (31 December 2018:US$2,710,000; 30 June 2018: US$2,839,000) pledged for loans and borrowings and Medium Term Notes of the Group.

The notes to the financial statements form an integral part of the financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHSED 30 JUNE 2019

   1          General Information 

The principal activities of the Group are development of upscale residential and hospitality projects, sale of development land and operation and sale of hotels, mall and hospital in Malaysia and Vietnam.

   2          Summary of Significant Accounting Policies 
               2.1       Basis of Preparation 

The interim condensed consolidated financial statements for the six months ended 30 June 2019 has been prepared in accordance with IAS 34, Interim Financial Reporting.

The interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2018 which has been prepared in accordance with IFRS.

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

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

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

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2018 as described in those annual financial statements.

The interim report and financial statements were approved by the Board of Directors on 27 September 2019.

   3          SegmentAL Information 

The Group's assets and business activities are managed by Ireka Development Management Sdn. Bhd. ("IDM") as the Development Manager under a management agreement dated 27 March 2007.

Segmental information represents the level at which financial information is reported to the Executive Management of IDM, being the chief operating decision maker as defined in IFRS 8. The Executive Management consists of the Chief Executive Officer, the Chief Financial Officer, Chief Operating Officer and Chief Investment Officer of IDM. The management determines the operating segments based on reports reviewed and used by the Executive Management for strategic decision making and resource allocation. For management purposes, the Group is organised into project units.

On 22 March 2019, the Company announced that IDM, the current Development Manager of Aseana, had on 21 March 2019, submitted a notice to terminate its appointment under the Management Agreement. Unless otherwise agreed, IDM's resignation is subject to a three months notice period which will enable the orderly transition of operations currently carried out by IDM to the Company itself or to third parties. On 19 June 2019, the Company further announced that the notice period was extended to 30 June 2019.

The Group's reportable operating segments are as follows:

   (i)    Investment Holding Companies - investing activities; 
   (ii)   Ireka Land Sdn. Bhd. - develops Tiffani ("Tiffani") by i-ZEN; 

(iii) ICSD Ventures Sdn. Bhd. - developed, owns and operates Harbour Mall Sandakan ("HMS") and Four Points by Sheraton Sandakan Hotel ("FPSS");

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

   (v)   The Ruma Hotel KL Sdn Bhd  - operates The RuMa Hotel 

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

(vii) Hoa Lam-Shangri-La Healthcare Group - master developer of International Healthcare Park ("IHP"); developed, owns and operates the City International Hospital ("CIH").

Other non-reportable segments comprise the Group's other development projects. None of these segments meets any of the quantitative thresholds for determining reportable segments in 2019 and 2018.

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

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

Operating Segments - ended 30 June 2019- Unaudited

 
 
                                                                                              Hoa 
                   Investment    Ireka       ICSD        Amatir       The Ruma    Urban       Lam-Shangri-La 
                   Holding       Land        Ventures    Resources    Hotel KL    DNA         Healthcare 
                   Companies     Sdn.        Sdn.        Sdn. Bhd.    Sdn.        Sdn. Bhd.   Group              Total 
                                 Bhd.        Bhd.                     Bhd. 
                      US$'000     US$'000     US$'000      US$'000     US$'000      US$'000          US$'000   US$'000 
---------------  ------------  ----------  ----------  -----------  ----------  -----------  ---------------  -------- 
 Segment 
  (loss)/profit 
  before 
  taxation              (692)           -       (636)        1,059     (2,343)        (602)          (1,736)   (4,950) 
===============  ============  ==========  ==========  ===========  ==========  ===========  ===============  ======== 
 Included in 
 the measure 
 of segment 
 profit/(loss) 
 are: 
 Revenue                    -           -           -        6,464           -        (811)                -     5,653 
 Revenue from 
  hotel 
  operations                -           -       1,761            -       1,098            -                -     2,859 
 Revenue from 
  mall 
  operations                -           -         931            -           -            -                -       931 
 Revenue from 
  hospital 
  operations                -           -           -            -           -            -            7,022     7,022 
 Disposal of 
  intangible 
  assets                    -           -           -      (1,154)           -            -                -   (1,154) 
 Impairment of 
  goodwill                  -           -           -         (62)           -            -                -      (62) 
 Marketing 
  expenses                  -           -           -          (1)           -         (94)                -      (94) 
 Expenses from 
  hotel 
  operations                -           -     (2,000)            -     (3,185)            -                -   (5,185) 
 Expenses from 
  mall 
  operations                -           -       (641)            -           -            -                -     (641) 
 Expenses from 
  hospital 
  operations                -           -           -            -           -            -          (6,475)   (6,475) 
 Depreciation 
  of property, 
  plant and 
  equipment                 -           -           -            -        (19)            -             (37)      (56) 
 Finance costs              -           -       (770)        (266)           -        (664)          (2,027)   (3,727) 
 Finance income             -           1          53          422           -            6               10       492 
===============  ============  ==========  ==========  ===========  ==========  ===========  ===============  ======== 
 Segment assets           242         583      82,085        9,077         582       96,689           86,934   276,192 
===============  ============  ==========  ==========  ===========  ==========  ===========  ===============  ======== 
 Segment 
  liabilities             270         220       2,420        4,905         918       14,942           64,736    88,411 
===============  ============  ==========  ==========  ===========  ==========  ===========  ===============  ======== 
 

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

 
 Profit or loss                        US$'000 
------------------------------------  -------- 
 Total loss for reportable segments    (4,950) 
 Other non-reportable segments           (273) 
 Consolidated loss before taxation     (5,223) 
====================================  ======== 
 

Operating Segments - ended 30 June 2018- Unaudited

 
                                                                                             Hoa 
                   Investment      Ireka Land    ICSD            Amatir          Urban       Lam-Shangri-La 
                   Holding         Sdn. Bhd.     Ventures        Resources       DNA         Healthcare 
                   Companies                     Sdn. Bhd.       Sdn. Bhd.       Sdn. Bhd.   Group               Total 
                       US$'000        US$'000         US$'000        US$'000       US$'000          US$'000    US$'000 
---------------  -------------  -------------  --------------  -------------  ------------  ---------------  --------- 
 Segment 
  (loss)/profit 
  before 
  taxation               (896)           (34)           (753)            777           569          (2,327)    (2,664) 
===============  =============  =============  ==============  =============  ============  ===============  ========= 
 Included in 
 the measure of 
 segment 
 profit/(loss) 
 are: 
 Revenue                     -              -               -          4,322        11,557                -     15,879 
 Revenue from 
  hotel 
  operations                 -              -           1,859              -             -                -      1,859 
 Revenue from 
  mall 
  operations                 -              -             865              -             -                -        865 
 Revenue from 
  hospital 
  operations                 -              -               -              -             -            5,192      5,192 
 Disposal of 
  intangible 
  assets                     -              -               -          (775)             -                -      (775) 
 Impairment of 
  goodwill                   -              -               -           (42)             -                -       (42) 
 Marketing 
  expenses                   -              -               -              -         (373)                -      (373) 
 Expenses from 
  hotel 
  operations                 -              -         (2,189)              -             -                -    (2,189) 
 Expenses from 
  mall 
  operations                 -              -           (711)              -             -                -      (711) 
 Expenses from 
  hospital 
  operations                 -              -               -              -             -          (5,615)    (5,615) 
 Depreciation 
  of property, 
  plant and 
  equipment                  -              -               -              -             -             (40)       (40) 
 Finance costs               -              -           (782)              -             -          (1,971)    (2,753) 
 Finance income              -              1              51              5             9              296        362 
===============  =============  =============  ==============  =============  ============  ===============  ========= 
 Segment assets            461            803          83,775          9,747        93,006           90,163    277,955 
===============  =============  =============  ==============  =============  ============  ===============  ========= 
 Segment 
  liabilities              463            213           2,679          1,341        53,118           63,920    121,734 
 
 

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

 
 Profit or loss                        US$'000 
------------------------------------  -------- 
 Total loss for reportable segments    (2,664) 
 Other non-reportable segments         (1,439) 
 Consolidated loss before taxation     (4,103) 
====================================  ======== 
 

Operating Segments - ended 31 December 2018 - Audited

 
                                                                                                Hoa Lam 
                   Investment    Ireka        ICSD        Amatir       The RuMa     Urban       Shangri-La 
                   Holding       Land Sdn.    Ventures    Resources    Hotel KL     DNA         Healthcare 
                   Companies     Bhd.         Sdn.        Sdn. Bhd.    Sdn. Bhd.    Sdn. Bhd.   Group            Total 
                                              Bhd. 
                      US$'000      US$'000     US$'000      US$'000      US$'000     US$'000       US$'000     US$'000 
---------------  ------------  -----------  ----------  -----------  -----------  -----------  -----------  ---------- 
 Segment 
  (loss)/profit 
  before 
  taxation            (2,475)         (32)     (1,339)          820      (4,199)        6,118      (4,107)     (5,214) 
===============  ============  ===========  ==========  ===========  ===========  ===========  ===========  ========== 
 Included in 
 the measure 
 of segment 
 (loss)/profit 
 are: 
 
 Revenue                    -            -           -        5,404            -       27,650            -      33,054 
 Other income 
  from hotel 
  operations                -            -       3,727            -          109            -            -       3,836 
 Other income 
  from mall 
  operations                -            -       1,767            -            -            -            -       1,767 
 Other income 
  from hospital 
  operations                -            -           -            -            -            -       12,695      12,695 
 Disposal of 
  intangible 
  assets                    -            -           -         (53)            -            -            -        (53) 
 Marketing 
  expenses                  -            -           -            -            -        (671)            -       (671) 
 Expenses from 
  hotel 
  operations                -            -     (4,169)            -        (593)            -            -     (4,762) 
 Expenses from 
  mall 
  operations                -            -     (1,395)            -            -            -            -     (1,395) 
 Expenses from 
  hospital 
  operations                -            -           -            -            -            -     (12,989)    (12,989) 
 Depreciation 
  of property, 
  plant and 
  equipment                 -            -           -            -         (14)            -         (78)        (92) 
 Finance costs              -            -     (1,494)        (135)            -        (156)      (5,249)     (7,034) 
 Finance income             -            1          80          158            -           18          985       1,242 
===============  ============  ===========  ==========  ===========  ===========  ===========  ===========  ========== 
 Segment assets           275          501      82,219       16,987          737      104,498       88,531     293,748 
===============  ============  ===========  ==========  ===========  ===========  ===========  ===========  ========== 
 Segment 
  liabilities             450          182       2,400        9,513          659       23,240       64,793     101,237 
===============  ============  ===========  ==========  ===========  ===========  ===========  ===========  ========== 
 

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

 
 Profit or loss                        US$'000 
------------------------------------  -------- 
 Total loss for reportable segments    (5,214) 
 Other non-reportable segments         (1,582) 
 
 Consolidated loss before taxation     (6,796) 
====================================  ======== 
 
 
 30 June 2019 -                                                                                               Addition 
 Unaudited                                                                                     Segment              to 
                                             Finance   Finance                             liabilities     non-current 
 US$'000            Revenue   Depreciation     costs    income      Segment assets                              assets 
-----------------  --------  -------------  --------  --------  ------------------  ------------------  -------------- 
 Total reportable 
  segment             5,653           (56)   (3,485)       492             276,192              88,411               - 
 
   Other 
   non-reportable 
   segments               -              -     (242)         -              19,021              77,257              50 
-----------------  --------  -------------  --------  --------  ------------------  ------------------  -------------- 
 Consolidated 
  total               5,653           (56)   (3,727)       492             295,213             165,668              50 
=================  ========  =============  ========  ========  ==================  ==================  ============== 
 
 
 30 June 2018 -                                                                                               Addition 
 Unaudited                                                                                     Segment              to 
                                             Finance   Finance                             liabilities     non-current 
 US$'000            Revenue   Depreciation     costs    income      Segment assets                              assets 
-----------------  --------  -------------  --------  --------  ------------------  ------------------  -------------- 
 Total reportable 
  segment            15,879           (40)   (2,753)       362             277,955             121,734               - 
 
   Other 
   non-reportable 
   segments               -            (1)      (23)         -              14,234              34,141               - 
-----------------  --------  -------------  --------  --------  ------------------  ------------------  -------------- 
 Consolidated 
  total              15,879           (41)   (2,776)       362             292,189             155,875               - 
=================  ========  =============  ========  ========  ==================  ==================  ============== 
 
 
 31 December 2018 -Audited 
                                                                                                        Additions 
  US$'000                                              Finance   Finance   Segment       Segment      to non-current 
                              Revenue   Depreciation    costs     income    assets     liabilities        assets 
---------------------------  --------  -------------  --------  --------  ---------  -------------  ---------------- 
 Total reportable segment      33,054           (92)   (7,034)     1,242    293,748        101,237                 - 
 Other non-reportable 
  segments                          -              -         -         -     13,780         70,854               121 
---------------------------  --------  -------------  --------  --------  ---------  -------------  ---------------- 
 Consolidated total            33,054           (92)   (7,034)     1,242    307,528        172,091               121 
===========================  ========  =============  ========  ========  =========  =============  ================ 
 

Geographical Information - ended 30 June 2019 - Unaudited

 
                       Malaysia   Vietnam   Consolidated 
                        US$'000   US$'000        US$'000 
--------------------  ---------  --------  ------------- 
 Revenue                  5,653         -          5,653 
 Non-current assets       5,536     4,041          9,577 
====================  =========  ========  ============= 
 

Geographical Information - ended 30 June 2018 - Unaudited

 
                       Malaysia   Vietnam   Consolidated 
                        US$'000   US$'000        US$'000 
--------------------  ---------  --------  ------------- 
 Revenue                 15,879         -         15,879 
 Non-current assets       6,000     4,130         10,130 
====================  =========  ========  ============= 
 

Geographical Information - ended 31 December 2018 - Audited

 
                       Malaysia   Vietnam   Consolidated 
                        US$'000   US$'000        US$'000 
--------------------  ---------  --------  ------------- 
 Revenue                 33,054         -         33,054 
 Non-current assets       5,925     4,087         10,012 
====================  =========  ========  ============= 
 

In the financial period/year ended 30 June 2019; 30 June 2018; 31 December 2018, no single customer exceeded 10% of the Group's total revenue.

   4    Seasonality 

The Group's business operations are not materially affected by seasonal factors for the period

under review.

   5    Cost of Sales 
 
                                     Unaudited    Unaudited        Audited 
                                    Six months   Six months           Year 
                                         ended        ended          ended 
                                       30 June      30 June    31 December 
                                          2019         2018           2018 
                                       US$'000      US$'000        US$'000 
 Direct costs attributable to: 
 Completed Units                         3,774       12,659         24,548 
 Impairment of inventory                    62           42              - 
 Impairment of intangible assets         1,154          775             53 
---------------------------------  -----------  -----------  ------------- 
                                         4,990       13,476         24,601 
---------------------------------  -----------  -----------  ------------- 
 
   6    Foreign exchange (LOSS)/GAIN 
 
                                             Unaudited    Unaudited        Audited 
                                            Six months   Six months           Year 
                                                 ended        ended          ended 
                                               30 June      30 June    31 December 
                                                  2019         2018           2018 
                                               US$'000      US$'000        US$'000 
-----------------------------------------  -----------  -----------  ------------- 
 Foreign exchange (loss)/gain 
  comprises: 
 Realised foreign exchange gain/(loss)            (81)           22             29 
 Unrealised foreign exchange gain/(loss)            14           82        (1,382) 
                                                  (67)          104        (1,353) 
-----------------------------------------  -----------  -----------  ------------- 
 
   7    Taxation 
 
                                    Unaudited    Unaudited         Audited 
                                   Six months   Six months            Year 
                                        ended        ended           ended 
                                      30 June      30 June     31 December 
                                         2019         2018            2018 
                                      US$'000      US$'000         US$'000 
 Current tax expense                      241        1,624           (147) 
 Deferred tax credit                      361      (1,106)           (243) 
--------------------------------  -----------  -----------  -------------- 
 Total tax expense/(income) for 
  the period/year                         602          518           (390) 
--------------------------------  -----------  -----------  -------------- 
 

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

 
                                           Unaudited    Unaudited        Audited 
                                          Six months   Six months           Year 
                                               ended        ended          Ended 
                                             30 June      30 June    31 December 
                                                2019         2018           2018 
                                             US$'000      US$'000        US$'000 
 
   Net loss before taxation                  (5,223)      (4,103)        (6,796) 
---------------------------------------  -----------  -----------  ------------- 
 
  Income tax                                 (1,253)        (985)        (1,631) 
 
 Add : 
 Tax effect of expenses not deductible 
  in determining taxable profit                1,223        1,295          4,137 
 Current year losses and other tax 
  benefits for which no deferred 
  tax asset was recognised                     1,899        2,027          1,927 
 Tax effect of different tax rates 
  in subsidiaries                                370          221            948 
 Less : 
 Tax effect of income not taxable 
  in determining taxable profit                (949)      (2,121)        (3,348) 
 (Under)/Over provision in respect 
  of prior period/year                         (688)           81        (2,423) 
---------------------------------------  -----------  -----------  ------------- 
 Total tax expense for the period/year           602          518          (390) 
---------------------------------------  -----------  -----------  ------------- 
 

The applicable corporate tax rate in Malaysia is 24%.

The applicable corporate tax rates in Singapore and Vietnam are 17% and 20% respectively.

A subsidiary of the Group, CIH is granted preferential corporate tax rate of 10% for the results of the hospital operations. The preferential income tax is given by the government of Vietnam due to the subsidiary's involvement in the healthcare industry.

The Company is treated as a tax resident of Jersey for the purpose of Jersey tax laws and is subject to a tax rate of 0%. The Company is also registered as an International Services Entity so it does not have to charge or pay local Goods and Services Tax. The cost for this registration is GBP200 per annum.

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

   8    (LOSS)/EARNINGS Per Share 

Basic and diluted (loss)/earnings per ordinary share

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

 
                                               Unaudited            Unaudited              Audited 
                                              Six months           Six months                 Year 
                                                   ended                ended                ended 
                                                 30 June              30 June          31 December 
                                                    2019                 2018                 2018 
 (Loss)/earnings attributable 
  to equity holders of the parent 
  (US$'000)                                      (4,055)              (3,327)              (4,885) 
 Weighted average number of shares      198,691,000          198,691,000          198,691,000 
 (Loss)/earnings per share 
 Basic and diluted (US cents)                     (2.04)               (1.67)               (2.46) 
-----------------------------------  -------------------  -------------------  ------------------- 
 
   9    Loans and Borrowings 
 
                               Unaudited   Unaudited              Audited 
                                   As at       As at                As at 
                                 30 June     30 June          31 December 
                                    2019        2018                 2018 
                                 US$'000     US$'000              US$'000 
---------------------------   ----------  ----------  ------------------- 
 Non-current 
 Bank loans                       14,043      40,618               13,188 
                                  14,043      40,618               13,188 
 ---------------------------  ----------  ----------  ------------------- 
 
 Current 
 Bank loans                       43,701      12,982               48,084 
 Finance lease liabilities             -           -                    - 
---------------------------   ----------  ----------  ------------------- 
                                  43,701      12,982               48,084 
 ---------------------------  ----------  ----------  ------------------- 
                                  57,744      53,600               61,272 
 ---------------------------  ----------  ----------  ------------------- 
 

The effective interest rates on the bank loans and finance lease arrangement for the period ranged from 5.25% to 12.50% (30 June 2018: 5.00% to 12.50%; 31 December 2018: 5.55% to 11.30%) per annum and 2.50% (30 June 2018: 2.50%; 31 December 2018: 2.50%) per annum respectively.

Borrowings are denominated in Malaysian Ringgit, United States Dollars and Vietnamese Dong.

Bank loans are repayable by monthly, quarterly or semi-annually instalments.

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

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

 
                                   As at                             Foreign 
                               1 January   Drawdown   Repayment     exchange     As at 30 
                                    2019    of loan     of loan    movements    June 2019 
 Unaudited                       US$'000    US$'000     US$'000      US$'000      US$'000 
---------------------------  -----------  ---------  ----------  -----------  ----------- 
 Bank loans                       61,272      4,293     (7,338)        (483)       57,744 
 Finance lease liabilities             -          -           -            -            - 
                             -----------  ---------  ----------  -----------  ----------- 
 Total                            61,272      4,293     (7,338)        (483)       57,744 
                             ===========  =========  ==========  ===========  =========== 
 
 
                                   As at                             Foreign 
                               1 January   Drawdown   Repayment     exchange     As at 30 
                                    2018    of loan     of loan    movements    June 2018 
 Unaudited                       US$'000    US$'000     US$'000      US$'000      US$'000 
---------------------------  -----------  ---------  ----------  -----------  ----------- 
 Bank loans                       67,454      2,598    (15,798)        (654)       53,600 
 Finance lease liabilities             -          -           -            -            - 
                             -----------  ---------  ----------  -----------  ----------- 
 Total                            67,454      2,598    (15,798)        (654)       53,600 
                             ===========  =========  ==========  ===========  =========== 
 
 
                       As at                             Foreign          As at 
                   1 January   Drawdown   Repayment     exchange    31 December 
                        2018    of loan     of loan    movements           2018 
 Audited             US$'000    US$'000     US$'000      US$'000        US$'000 
---------------  -----------  ---------  ----------  -----------  ------------- 
 Bank loans           67,454     20,308    (24,197)      (2,293)         61,272 
 Finance lease 
  liabilities              -          -           -            -              - 
                 -----------  ---------  ----------  -----------  ------------- 
 Total                67,454     20,308    (24,197)      (2,293)         61,272 
                 ===========  =========  ==========  ===========  ============= 
 
   10    Medium Term Notes 
 
                                  Unaudited   Unaudited       Audited 
                                      As at       As at         As at 
                                    30 June     30 June   31 December 
                                       2019        2018          2018 
                                    US$'000     US$'000       US$'000 
-------------------------------  ----------  ----------  ------------ 
 Outstanding medium term notes       29,717      24,770        24,180 
 Net transaction costs                (211)       (208)         (419) 
 Less: 
 Repayment due within twelve 
  months*                          (29,506)    (24,562)      (23,761) 
-------------------------------  ----------  ----------  ------------ 
 Repayment due after twelve               -           -             - 
  months 
-------------------------------  ----------  ----------  ------------ 
 

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

 
                             As at                             Foreign 
                         1 January   Drawdown   Repayment     exchange     As at 30 
                              2019    of loan     of loan    movements    June 2019 
 Unaudited                 US$'000    US$'000     US$'000      US$'000      US$'000 
---------------------  -----------  ---------  ----------  -----------  ----------- 
 
   Medium Term Notes        23,761      5,527           -          218       29,506 
                       -----------  ---------  ----------  -----------  ----------- 
 
 
                             As at                             Foreign 
                         1 January   Drawdown   Repayment     exchange     As at 30 
                              2018    of loan     of loan    movements    June 2018 
 Unaudited                 US$'000    US$'000     US$'000      US$'000      US$'000 
---------------------  -----------  ---------  ----------  -----------  ----------- 
 
   Medium Term Notes        24,324          -           -          238       24,562 
                       -----------  ---------  ----------  -----------  ----------- 
 
 
                             As at                             Foreign    As at 31 
                         1 January   Drawdown   Repayment     exchange    December 
                              2018    of loan     of loan    movements        2018 
                           US$'000    US$'000     US$'000      US$'000     US$'000 
---------------------  -----------  ---------  ----------  -----------  ---------- 
 
   Medium Term Notes        24,324          -           -        (563)      23,761 
                       ===========  =========  ==========  ===========  ========== 
 

* Includes net transaction costs in relation to medium term notes due within twelve months of US$0.21 million. (30 June 2018: US$0.21million; 31 December 2018: US$0.42 million)

The tenure of the medium term notes programme is ten(10) years which expires on 7 December 2021. SSB has secured a "roll-over" of the remaining medium term notes of US$24.19mil (RM100 million) on 10 December 2018 which is due on 10 December 2019.

The medium term notes are rated AAA.

No repayments were made in the current financial period.

The weighted average interest rate of the medium term notes was 6.00% per annum at the statement of financial position date. The effective interest rates of the medium term notes and their outstanding amounts are as follows:

 
                                             Interest rate 
                           Maturity Dates     % per annum       US$'000 
----------------------  ------------------  --------------  ----------- 
 Series 1 Tranche FGI    10 December 2019        6.00            10,402 
 Series 1 Tranche BG     10 December 2019        6.00            13,788 
                                                                 24,190 
 -----------------------------------------  --------------  ----------- 
 

The medium term notes are secured by way of:

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

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

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

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

land;

   (v)        a corporate guarantee by Aseana Properties Limited; 

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

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

proceeds from HMS and FPSS will be utilised to repay the MTNs;

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

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

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

Potensi Angkasa Sdn Bhd ("PASB"), a subsidiary incorporated on 25 February 2019, has secured a commercial paper and/or medium term notes programme of not exceeding RM90.0 million ("CP/MTN Programme") to fund a project known as The RuMa Hotel and Residences. PASB may, from time to time, issue commercial paper and/or medium term notes ("Notes") whereby the nominal value of outstanding Notes shall not exceed RM90.0 million at any one time. US$5.527mil (RM22.9 million) was issued on 10 June 2019. The weighted interest rate of the loan was 6.0% per annum at the statement of financial position date. The effective interest rates of the medium term notes and their outstanding amounts were as follows:

 
                                      Interest rate 
                    Maturity Dates     % per annum      US$'000 
---------------  ------------------  --------------  ---------- 
 Tranche 1        10 June 2020             6.0              472 
 Tranche 2- 23    10 June 2020             6.0            5,055 
                                                          5,527 
 ----------------------------------  --------------  ---------- 
 

Security for CP/MTN Programme

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

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

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

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

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

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

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

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

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

Security for each medium term note:

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

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

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

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

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

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

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

11 Related Party Transactions

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

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

 
                                          Unaudited    Unaudited              Audited 
                                         Six months   Six months                 Year 
                                              ended        ended                ended 
                                            30 June      30 June          31 December 
                                               2019         2018                 2018 
                                            US$'000      US$'000              US$'000 
--------------------------------------  -----------  -----------  ------------------- 
 ICB Group of Companies 
  Accounting and financial reporting 
   services fee charged by an ICB 
   subsidiary                                    25           25                   50 
 Advance payment from the contractors 
  of an ICB subsidiary                            -        (860)                    - 
 Hosting and IT support services 
  charged by an ICB subsidiary                   29           32                   76 
 Management fees charged by an 
  ICB subsidiary                                497        1,036                1,460 
 Marketing commission charged 
  by an ICB subsidiary                           22           33                  106 
  Project staff costs reimbursed 
   to an ICB subsidiary                         248          155                  288 
  Rental expenses charge by an 
   ICB subsidiary                                11           11                   24 
 Rental expenses paid on behalf 
  of ICB                                        253          389                  529 
 Secretarial and administrative 
  services fee charged by an ICB 
  subsidiary                                     25           25                   50 
 
 Key management personnel 
 Remuneration of key management 
  personnel - Directors' fees                    48          101                  145 
 Remuneration of key management 
  personnel - Salaries                           47           47                   94 
--------------------------------------  -----------  -----------  ------------------- 
 

The above transactions have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.

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

 
                                     Unaudited    Unaudited        Audited 
                                    Six months   Six months           Year 
                                         ended        ended          ended 
                                       30 June      30 June    31 December 
                                          2019         2018           2018 
                                       US$'000      US$'000        US$'000 
---------------------------------  -----------  -----------  ------------- 
 Non-controlling interests 
 Advances - non-interest bearing       (3,435)           19             82 
---------------------------------  -----------  -----------  ------------- 
 

The outstanding amounts due from/ (to) ICB and its group of companies as at 30 June 2019, 30 June 2018 and 31 December 2018 are as follows:

 
                                                Unaudited   Unaudited        Audited 
                                                    As at       As at          As at 
                                                  30 June     30 June    31 December 
                                                     2019        2018           2018 
                                         Note     US$'000     US$'000        US$'000 
-----------------------------------  --------  ----------  ----------  ------------- 
 Amount due from an ICB subsidiary 
  for advance payment to its 
  contractors                             (i)           -       3,164          2,427 
 Amount due from/(to) an ICB 
  subsidiary for construction 
  progress charged                        (i)       1,696       3,414        (1,508) 
 Amount due from an ICB subsidiary 
  for acquisition of SENI Mont' 
  Kiara units                             (i)       1,912       1,957          1,910 
 Amount due to an ICB subsidiary 
  for hosting and IT support 
  services charged                        (i)        (23)        (13)           (17) 
 Amount due to an ICB subsidiary 
  for management fees                     (i)       (175)       (275)          (239) 
 Amount due to an ICB subsidiary 
  for marketing commissions               (i)           -         (5)           (17) 
 Amount due to ICB subsidiary 
  for reimbursement of project 
  staff costs                            (ii)        (39)        (42)           (40) 
 Amount due to an ICB subsidiary 
  for rental expenses                    (ii)        (10)        (18)           (20) 
 Amount due from ICB for rental 
  expenses paid on behalf                (ii)         185         429            126 
-----------------------------------  --------  ----------  ----------  ------------- 
 

(i) These amounts are trade in nature and subject to normal trade terms.

(ii) These amounts are non-trade in nature and are unsecured, interest-free and repayable on demand.

The outstanding amounts due from/ (to) the other significant related parties as at 30 June 2019, 30 June 2018 and 31 December 2018 are as follows:

 
                                    Unaudited   UnauditedAs        Audited 
                                        As at            at          As at 
                                      30 June       30 June    31 December 
                                         2019          2018           2018 
                                      US$'000       US$'000        US$'000 
---------------------------------  ----------  ------------  ------------- 
 Non-controlling interests 
 Advances - non-interest bearing      (9,728)      (13,413)       (13,194) 
---------------------------------  ----------  ------------  ------------- 
 

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

   12        Dividends 

The Company has not paid or declared any dividends during the financial period ended 30 June 2019.

   13        Interim Statement 

Copies of this interim statement are available on the Company's website www.aseanaproperties.com or from the Company's registered office at 12 Castle Street, St. Helier, Jersey, JE2 3RT, Channel Islands.

Principal Risks and Uncertainties

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

   --    Economic 
   --    Strategic 
   --    Regulatory 
   --    Law and regulations 
   --    Tax regimes 
   --    Management and control 
   --    Operational 
   --    Financial 
   --    Going concern 

For greater detail, please refer to page 16 of the Company's Annual Report for 2018, a copy of which is available on the Company's website www.aseanaproperties.com.

RESPONSIBILITY STATEMENT

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

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

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

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

On behalf of the Board

Gerald Ong Chong Keng

Director

27 September 2019

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.

END

IR UBRVRKKAKUAR

(END) Dow Jones Newswires

September 27, 2019 11:14 ET (15:14 GMT)

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