15th Oct 2014 14:30
VinaLand Limited
Audited financial results for the twelve months ended 30 June 2014
VinaLand Limited ("the Company" or "VNL"), the AIM-quoted investment vehicle established to target strategic segments within Vietnam's emerging real estate market, today announces its full year results for the twelve months ended 30 June 2014 ("the Period").
Financial highlights:
· Net asset value per share at 30 June 2014 of USD0.92 (30 June 2013: USD0.93).
· Cash and equivalents at 30 June 2014 of USD53.9 million (30 June 2013: USD16.5 million).
Operational highlights:
· Since the Company's EGM in 2012, the Company divested its stake in six projects for combined net proceeds of USD31.4 million. As a result of these divestments, the Company reduced project level bank debt by approximately USD30.7 million.
· The Company repurchased and cancelled 22.2 million ordinary shares. In aggregate VNL has cancelled 41.2 million ordinary shares, representing 8.25 percent of the total shares in issue prior to the commencement of the share buyback program.
· Appointment of Daniel McDonald as an Independent Non-Executive Director.
Notes to Editors:
VinaCapital is the leading investment management and real estate development firm in Vietnam, with a diversified portfolio of USD1.5 billion in assets under management. VinaCapital was founded in 2003 and boasts a team of managing directors who bring extensive international finance and investment experience to the firm. Our mission is to produce superior returns for investors by using our experience and knowledge to identify the key trends and opportunities that emerge as Vietnam continues to develop its economy. To achieve this, VinaCapital has industry-leading asset class teams covering capital markets, private equity, fixed income, venture capital, real estate and infrastructure.
VinaCapital manages three closed-end funds trading on the AIM Market of the London Stock Exchange. These funds are: VinaCapital Vietnam Opportunity Fund Limited (VOF), VinaLand Limited (VNL), and Vietnam Infrastructure Limited (VNI). VinaCapital also co-manages the USD32 million DFJ VinaCapital L.P. technology venture capital fund with Draper Fisher Jurvetson.
VinaCapital has offices in Ho Chi Minh City, Hanoi, Danang, Nha Trang, Singapore and Yangon. More information about VinaCapital is available at www.vinacapital.com.
More information on the Company is available at www.vinacapital.com/vnl
Enquiries:
David Dropsey
VinaCapital Investment Management Limited
Investor Relations/Communications
+84 8 3821 9930
Philip Secrett
Grant Thornton UK LLP, Nominated Adviser
+44 (0)20 7383 5100
Hiroshi Funaki/ William Marle
Edmond de Rothschild Securities, Broker
+44 (0)20 7845 5960
David Benda / Hugh Jonathan
Numis Securities Limited
+44 (0)20 7260 1000
Andrew Walton
FTI Consulting, Public Relations (London)
+44 20 7269 7204
Dear Shareholders,
The past year started hopefully for the Vietnamese real estate market with a consortium led by Warburg Pincus closing a USD200 million investment in real estate in Vietnam in the spring of 2013. This transaction was seen by many as a sign of the market bottoming out. Indeed the following months saw increased interest from potential buyers through requests for information about many existing and developing assets. Although this activity gradually resulted in more market transactions, the pricing and the financial conditions specified by sellers seemed to indicate that the market was still very cautious. Optimism continued to grow during the year, however real estate valuations have not as yet witnessed noticeable upward adjustments.
Vietnam's government put in place a number of measures targeted at improving the country's real estate market. The first was the establishment of the Vietnam Asset Management Company ("VAMC") with the sole purpose to clean up non-performing loans ("NPLs") in Vietnam's banking sector and to re-activate credit flows to the economy and the real estate sector in particular. In early October 2013, VAMC made its first bad debt acquisition by purchasing over USD120 million of NPLs from Agribank. Throughout the first half of 2014, the VAMC repurchased USD540 million worth of bad debts and has now accumulated approximately USD2.4 billion worth of bad debts since inception.
A USD1.4 billion credit package for social housing was also established in order to help support low-income buyers and developers. According to the Ministry of Construction, a total of approximately USD101 million has been disbursed to over 5,300 customers including both individuals and organisations.
For the first half of 2014, the country's monthly consumer price index (CPI) has averaged 4.8 percent, year-on-year. Furthermore Vietnam's currency has remained highly stable at approximately VND21,200 per USD, while year-to-date GDP growth reached 5.2 percent.
Realisation strategy update
We are nearing the end of the second year of the three-year realisation strategy of the Company and the return of funds to shareholders as approved at the Extraordinary General Meeting (EGM) held in November 2012.
As such, since this new strategy was put in place, the Company has divested its stake in six projects, including the Nguyen Du office building, Sheraton Nha Trang hotel, the Signature One condominium site, Hao Khang development site, its stake in Prodigy Limited which owns a 102-room hotel in Hanoi, and VinaProperties Private Limited which owns a 278-room hotel in Ho Chi Minh City for combined net proceeds of USD31.4 million. These proceeds are 11.2 percent above the combined NAV of USD28.3 million of these projects at their respective times of divestment.
As a result of these divestments, VNL has reduced project level bank debt by approximately USD30.7 million.
Financial results summary
The financial results of VNL for the fiscal year ending 30 June 2014 reflect some of the underlying stabilisation that is underway within Vietnam's real estate sector and the impact of the Company's ongoing realisation strategy. VNL's audited NAV per share declined 1.3 percent, year-on-year, from USD0.93 as at 30 June 2013 to USD0.92 as at 30 June 2014. However, the Company's share price improved considerably, closing FY 2014 at USD0.554 per share, up 21.0 percent from USD0.458 per share in FY 2013. As a result, VNL's share price to NAV discount narrowed to 39.5 percent from 50.5 percent at the end of FY 2013. In fact, the Company's share price to discount is now markedly lower than the 57.9 percent recorded at the end of FY 2012: although the direction is positive, we still consider the current level of discount to be at a higher than satisfactory level.
During the financial year, VNL repurchased and cancelled 22.2 million ordinary shares, an important increase from the 10.1 million shares repurchased and cancelled in the previous year. In aggregate the Company has now cancelled 41.2 million ordinary shares, representing 8.25 percent of the total shares in issue prior to the commencement of the share buyback program. At the current levels of discount of share price to NAV, the Board remains fully committed to the share buyback programme as witnessed by the number of shares repurchased, underpinned by the Company's improvement in available cash, following the aforementioned divestments.
Corporate actions
Last November, the Company held its first Annual General Meeting. At the meeting the Board put forward several important resolutions to reinforce its commitment to update the Company's corporate governance practices, all of which were approved by shareholders. For the first time the two longest standing directors stood for reappointment.
In early 2014 the Board appointed Daniel McDonald as successor to Stanley Chou, who had expressed the wish to step down. Once again, the Board would like to thank Stanley for his commitment and dedication to VinaLand. As a newly appointed Director, Mr. McDonald will stand for confirmation at the next AGM, to be held later this year.
During the financial year, the Company completed a listing on the London Stock Exchange for its wholly owned subsidiary, VinaLand ZDP Ltd. Upon receiving valid acceptances in respect of 15 million Zero Dividend Preference Shares, with a Gross Redemption Yield of 8.0 percent, VNL received approximately USD25.0 million. The cash proceeds from this issue have been important in assisting the Company's refinancing of project level debt facilities, funding potential capital investments in its project companies and for general working capital purposes.
Both the Board and the Manager remain highly focussed on fulfilling the objectives set for the three year Cash Return Period.
The Board looks forward continuing its interaction with shareholders on a regular basis and appreciates your continued support.
Michel Casselman
Chairman
VinaLand Limited
13 October 2014
CONSOLIDATED BALANCE SHEET
30 June 2014 | 30 June 2013 | ||
Note | USD'000 | USD'000 | |
ASSETS | |||
Non-current | |||
Investment properties | 5 | 514,796 | 514,587 |
Property, plant and equipment | 6 | 14,433 | 55,403 |
Intangible assets | 7 | 53 | 10,987 |
Investments in associates | 8 | 49,736 | 55,594 |
Prepayments for operating lease assets | 5 | 986 | |
Prepayments for acquisitions of investments | 9 | 41,148 | 65,681 |
Receivable from a related party | 35 | - | 960 |
Trade and other receivables | 12 | 63,646 | 39,656 |
Long-term deposits | 1,369 | - | |
Other non-current assets | 1,496 | 843 | |
Deferred income tax assets | 10 | 7,820 | 6,037 |
────── | ─────── | ||
Total non-current assets | 694,502 | 750,734 | |
────── | ─────── | ||
Current | |||
Inventories | 11 | 104,869 | 121,510 |
Trade and other receivables | 12 | 14,726 | 31,634 |
Tax receivables | 3,803 | 2,554 | |
Receivables from related parties | 35 | 2,215 | 427 |
Short-term investments | 4,257 | 2,997 | |
Financial assets at fair value through profit or loss | 767 | 2,992 | |
Cash and cash equivalents (excluding bank overdrafts) | 13 | 53,894 | 16,496 |
─────── | ─────── | ||
Total current assets | 184,531 | 178,610 | |
Assets classified as held for sale | 15 | 50,806 | - |
Total assets | ─────── 929,839 ═══════ | ─────── 929,344 ═══════ |
30 June 2014 | 30 June 2013 | ||
Note | USD'000 | USD'000 | |
EQUITY AND LIABILITIES | |||
EQUITY | |||
Equity attributable to equity shareholders of the parent | |||
Share capital | 16 | 4,587 | 4,813 |
Additional paid-in capital | 17 | 546,992 | 567,374 |
Equity reserve | 20,496 | 11,995 | |
Revaluation reserve | 18 | 8,022 | - |
Other reserves | (1,804) | - | |
Translation reserve | (92,570) | (91,992) | |
Accumulated losses | (65,589) | (45,412) | |
─────── | ─────── | ||
420,134 | 446,778 | ||
Non-controlling interests | 182,372 | 204,044 | |
Total equity | ─────── 602,506 ─────── | ─────── 650,822 ─────── | |
LIABILITIES | |||
Non-current | |||
Borrowings and debts | 19 | 120,134 | 83,892 |
Non-current trade and other payables | 20 | 31,380 | 34,090 |
Long-term payables to related parties | 35 | 31,323 | 28,218 |
Deferred income tax liabilities | 21 | 21,755 | 27,594 |
─────── | ─────── | ||
Total non-current liabilities | 204,592 | 173,794 | |
Current | |||
Trade and other payables | 22 | 85,349 | 82,459 |
Tax payables | 543 | 1,025 | |
Payables to related parties | 35 | 2,993 | 9,042 |
Financial liabilities at fair value through profit or loss | 259 | - | |
Borrowings and debts | 19 | 13,969 | 12,202 |
─────── | ─────── | ||
Total current liabilities | 103,113 | 104,728 | |
Liabilities classified as held for sale | 15 | 19,628 | - |
Total liabilities | ─────── 327,333 | ─────── 278,522 | |
Total equity and liabilities | ─────── 929,839 | ─────── 929,344 | |
═══════ | ═══════ | ||
Net assets per share attributable to equity shareholders of the parent (USD per share) |
31 | 0.92 |
0.93 |
═══════ | ═══════ |
.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Equity attributable to equity shareholders of the Company | ||||||||||
Share capital |
Additional paid-in capital |
Equity reserve |
Revaluation reserve |
Translation reserve | Retained earnings/ (Accumulated losses) | Total equity attributable to owners of the Company |
Non- controlling interests |
Totalequity | ||
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | ||
Balance at 1 July 2012 | 4,935 | 580,835 | 3,991 | 4,186 | (87,509) | 39,910 | 546,348 | 180,088 | 726,436 | |
Loss for the year | - | - | - | - | - | (90,137) | (90,137) | (26,296) | (116,433) | |
Currency translation | - | - | - | - | (5,201) | - | (5,201) | (2,128) | (7,329) | |
Revaluation gains on buildings (Note 18) | - | - | - | 924 | - | - | 924 | 545 | 1,469 | |
Disposals of subsidiaries | - | - | - | (5,110) | 718 | 5,110 | 718 | - | 718 | |
Total comprehensive loss | ───── - ───── | ───── - ───── | ───── - ───── | ───── (4,186) ───── | ───── (4,483) ───── | ────── (85,027) ────── | ────── (93,696) ────── | ────── (27,879) ────── | ─────── (121,575) ─────── | |
Repurchase and cancellation of shares (Notes 16, 17) |
(122) |
(13,461) |
8,004 |
- |
- |
- |
(5,579) |
- |
(5,579) | |
Capital contributions in subsidiaries | - | - | - | - | - | - | - | 393 | 393 | |
Decrease due to capital reduction | - | - | - | - | - | - | - | (2,735) | (2,735) | |
Disposal of subsidiaries | - | - | - | - | - | - | - | 11,414 | 11,414 | |
Transferred from shareholder loans | - | - | - | - | - | - | - | 43,023 | 43,023 | |
Dividend distributions to non-controlling interests | - | - | - | - | - | - |
- | (305) | (305) | |
Acquisition of non-controlling interests in subsidiaries |
- |
- |
- |
- |
- |
(295) |
(295) |
45 |
(250) | |
Balance at 30 June 2013 | ──── 4,813 ════ | ────── 567,374 ══════ | ───── 11,995 ═════ | ───── - ═════ | ───── (91,992) ═════ | ───── (45,412) ═════ | ───── 446,778 ═════ | ────── 204,044 ══════ | ────── 650,822 ══════ | |
Equity attributable to equity shareholders of the Company | ||||||||||
Share capital |
Additional paid-in capital |
Equity reserve |
Revaluation reserve |
Other reserve |
Translation reserve |
Accumulated losses | Total equity attributable to owners of the Company |
Non- controlling interests |
Totalequity | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Balance at 1 July 2013 | 4,813 | 567,374 | 11,995 | - | - | (91,992) | (45,412) | 446,778 | 204,044 | 650,822 |
Loss for the year | - | - | - | - | - | (24,193) | (24,193) | (3,227) | (27,420) | |
Currency translation | - | - | - | - | (2,788) | - | (2,788) | (231) | (3,019) | |
Revaluation gains on buildings (Note 18) | - | - | - |
8,022 | - | - | - |
8,022 | 2,674 | 10,696 |
Total comprehensive loss | ───── - | ───── - | ───── - | ───── 8,022 | ───── - | ───── (2,788) | ────── (24,193) | ────── (18,959) | ───── (784) | ────── (19,743) |
───── | ───── | ───── | ───── | ───── | ───── | ────── | ────── | ───── | ────── | |
Repurchase and cancellation of shares (Notes 16,17) | (226) | (20,382) | 8,501 |
- | - | - | - |
(12,107) | - | (12,107) |
Capital contributions in subsidiaries | - | - | - | - | - | - | - | - | 195 | 195 |
Disposals of subsidiaries | - | - | - | - | - | - | - | - | (14,601) | (14,601) |
Dividend distributions to non-controlling interests | - | - | - |
- | - | - | - |
- | (54) | (54) |
Acquisition of non-controlling interests in subsidiaries | - | - | - |
- | (1,804) | - | - |
(1,804) | (202) | (2,006) |
Reversal of non-controlling interests | - | - | - | - | - | 2,210 | 4,016 | 6,226 | (6,226) | - |
Balance at 30 June 2014 | ──── 4,587 ════ | ────── 546,992 ══════ | ───── 20,496 ═════ | ───── 8,022 ═════ | ───── (1,804) ═════ | ───── (92,570) ═════ | ───── (65,589) ═════ | ───── 420,134 ═════ | ────── 182,372 ══════ | ────── 602,506 ══════ |
CONSOLIDATED INCOME STATEMENT
Year ended | |||
30 June 2014 | 30 June 2013 | ||
Note | USD'000 | USD'000 | |
Revenue | 23 | 41,125 | 67,403 |
Cost of sales | 24 | (31,868) | (61,156) |
────── | ────── | ||
Gross profit | 9,257 | 6,247 | |
Net loss on fair value adjustments of investment properties and revaluations of property, plant and equipment |
25 | (5,698) |
(85,355) |
Selling and administration expenses | 26 | (25,887) | (33,394) |
Net changes in fair value of financial assets and financial liabilities at fair value through profit or loss |
| 248 |
(44) |
Gains on disposals of investments, net | 197 | 765 | |
Impairment of assets | 27 | (1,129) | (12,857) |
Finance income | 28 | 2,110 | 2,531 |
Finance expenses | 29 | (7,631) | (7,371) |
Share of losses of associates | 8 | (5,867) | (2,356) |
Other income | 3,273 | 1,201 | |
Other expenses | (1,319) | (975) | |
─────── | ─────── | ||
Net loss before income tax from operations | (32,446) | (131,608) | |
Income tax | 30 | 5,026 | 15,175 |
─────── | ─────── | ||
Net loss from operations | (27,420) | (116,433) | |
Attributable to equity shareholders of the parent | (24,193) | (90,137) | |
Attributable to non-controlling interests | (3,227) | (26,296) | |
─────── | ─────── | ||
Net loss for the year | (27,420) | (116,433) | |
═══════ | ═══════ | ||
Loss per share - basic and diluted (USD per share) |
31 | (0.05) |
(0.19) |
─────── | ────── |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended | |||
30 June 2014 | 30 June 2013 | ||
USD'000 | USD'000 | ||
Net loss for the year | (27,420) | (116,433) | |
Other comprehensive loss | |||
Items that may not be reclassified subsequently | |||
to profit or loss: | |||
Revaluation gains on buildings (Note 18) | 10,696 | 1,469 | |
────── | ────── | ||
10,696 | 1,469 | ||
Items that may be reclassified subsequently | |||
to profit or loss: | |||
Exchange differences on translating foreign operations | (3,019) | (7,329) | |
Reclassification of currency translation reserve on disposal of a subsidiary |
- |
718 | |
─────── | ────── | ||
(3,019) | (6,611) | ||
─────── | ────── | ||
Other comprehensive loss for the year | 7,677 | (5,142) | |
Total comprehensive loss for the year | (19,743) | (121,575) | |
─────── | ────── | ||
Attributable to equity shareholders of the parent | (18,959) | (93,696) | |
Attributable to non-controlling interests | (784) | (27,879) | |
─────── | ─────── | ||
(19,743) | (121,575) | ||
═══════ | ═══════ |
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended | |||
30 June 2014 | 30 June 2013 | ||
Note | USD'000 | USD'000 | |
Operating activities | |||
Loss before tax | (32,446) | (131,608) | |
Adjustments for: | |||
Depreciation and amortisation | 6,7 | 4,855 | 8,160 |
Net changes in fair value of financial assets and financial liabilities at fair value through profit or loss |
|
(248) |
44 |
Net loss on fair value adjustments of investment properties and revaluations of property, plant and equipment |
25 |
5,698 |
85,355 |
Net loss on disposals of fixed assets and written-off account balances |
118 |
200 | |
Gains on disposals of investments | (197) | (765) | |
Impairment of assets | 27 | 1,129 | 12,857 |
Share of losses of associates | 8 | 5,867 | 2,356 |
Unrealised foreign exchange losses | 29 | 384 | 453 |
Interest expense | 29 | 7,017 | 5,869 |
Interest income | 28 | (1,994) | (2,455) |
Net loss before changes in working capital | ────── (9,817) | ────── (19,534) | |
────── | ────── | ||
Change in trade receivables and other current assets | (20,732) | 5,417 | |
Change in inventories | 14,372 | 24,507 | |
Change in trade payables and other current liabilities | 5,102 | (25,785) | |
Income tax paid | (569) | (1,781) | |
Net cash outflow to operating activities | ────── (11,644) ────── | ────── (17,176) ────── | |
Investing activities | |||
Interest received | 2,000 | 2,485 | |
Dividends received | 100 | 123 | |
Purchases of investment properties, property, plant and equipment, and other non-current assets |
(14,979) |
(6,322) | |
Proceeds from disposals of investments | 11,921 | 6,512 | |
Proceeds from disposals of held-for-sale assets/liabilities and financial assets held at fair value through profit or loss |
18,856 |
4,583 | |
Investments in associates | (46) | (90) | |
Net deposits in long-term investments | (1,369) | - | |
Net deposits in short-term investments | (1,260) | (2,048) | |
Net cash inflow from investing activities | ────── 15,223 ────── | ────── 5,243 ────── |
Year ended | |||
30 June 2014 | 30 June 2013 | ||
Note | USD'000 | USD'000 | |
Financing activities | |||
Additional capital contributions from non-controlling interests | 195 | 393 | |
Ordinary shares acquired by the Company 16 | (12,107) | (5,579) | |
Acquisition of non-controlling interests in subsidiary | (461) | (250) | |
Net proceeds from issuance of zero dividend preference shares | 25,245 | - | |
Loan proceeds from banks | 59,291 | 23,364 | |
Loan repayments to banks | (24,705) | (11,010) | |
Dividends paid to non-controlling interests | (54) | (305) | |
Interest paid | (13,098) | (13,626) | |
Capital refunded to non-controlling interests | - | (2,735) | |
Loan repayments to non-controlling interests | - | (1,859) | |
Net cash inflow/(outflow) from/to financing activities | ────── 34,306 ────── | ────── (11,607) ────── | |
Net changes in cash and cash equivalents for the year | 37,885 | (23,540) | |
Cash and cash equivalents at the beginning of the year | 16,496 | 40,076 | |
Cash and cash equivalents classified as held for sale | (526) | - | |
Exchange differences on cash and cash equivalents | 39 | (40) | |
Cash and cash equivalents at the end of the year 13 | ────── 53,894 ══════ | ────── 16,496 ══════ |
During the year, major non-cash transactions included the release of a USD7.3 million loan upon disposal of subsidiaries (30 June 2013: USD37.7 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 GENERAL INFORMATION
VinaLand Limited ("the Company") is a limited liability company incorporated in the Cayman Islands. The registered office of the Company is PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The Company's primary objective is to focus on key growth segments within Vietnam's emerging real estate market, namely residential, office, retail, industrial and leisure projects in Vietnam and the surrounding countries in Asia. The Company is quoted on the AIM Market of the London Stock Exchange under the ticker symbol VNL.
At the Extraordinary General Meeting ("EGM") held on 21 November 2012, the shareholders supported both recommendations put forth by the Board regarding the continuation of the Company. As a result, the Special Resolution which called for the continuation of the Company as presently constituted was not passed and the Ordinary Resolution to restructure the Company was passed with over a two-thirds approval rate.
The Ordinary Resolution established the framework to restructure the Company including changes to the Company's investing policy, distribution strategy, the Investment Management Agreement and the remuneration of the Investment Manager and its corporate governance framework. These changes are summarised as follows:
· During the three-year period until 21 November 2015 ("the Cash Return Period") the Company will make no new investments, save that it can invest in existing projects within its existing portfolio of assets. The Company will instead implement a realisation strategy whereby the Company's existing assets will be developed (if necessary) and/or divested in a controlled, orderly and timely manner.
· Net proceeds of these realisations will be returned to shareholders, subject to the Board's discretion and consideration in respect of the Company's working capital requirements, the need to invest in existing projects, and the cost/tax efficiency of such transactions/distributions.
· Once the Cash Return Period has ended, shareholders will be given the opportunity to reassess the strategy of the Company through another continuation resolution.
· The fees payable to the Investment Manager have been amended as discussed in Note 36 to these consolidated financial statements.
The consolidated financial statements for the year ended 30 June 2014 were approved for issue by the Company's Board of Directors on 13 October 2014.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
The consolidated financial statements of the Group for the year ended 30 June 2014 comprise the Company and its subsidiaries (together, the "Group") and the Group's interests in associates.
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The consolidated financial statements have been prepared using the
historical cost convention, as modified by the revaluation of investment properties, property, plant and equipment, financial assets and financial liabilities at fair value through profit or loss, the measurement bases of which are described in the accounting policies below.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.
2.2 Changes in accounting policy and disclosures
(a) New and amended standards adopted by the Group
IFRS 10, "Consolidated Financial Statements"
Under IFRS 10, subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group has power over an entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The Group has applied IFRS 10 retrospectively in accordance with the transition provisions of IFRS 10. The application of IFRS 10 has no impact on the Group's consolidated financial statements.
IFRS 11, "Joint Arrangements"
Under IFRS 11, investments in joint arrangements are classified either as joint operations or joint ventures, depending on the contractual rights and obligations each investor has rather than the legal structure of the joint arrangement. The application of IFRS 11 has no impact on the Group's consolidated financial statements.
IFRS 12, "Disclosures of interests in other entities"
IFRS 12 includes the disclosure requirements for all forms of interests in other entities, including subsidiaries, joint arrangements, associates, structured entities and other off balance sheet vehicles. As a result of IFRS 12 adoption, the Group has provided additional disclosure on its composition, detailing its principal subsidiaries and material non-controlling interests. The Group assesses that none of its investments in associates is individually material.
IFRS 13, "Fair Value Measurement"
IFRS 13, "Fair value measurement", aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs or US GAAP. Application of the standard results in additional disclosure on valuation methods and assumptions for all assets and liabilities that are carried at fair value or the fair values of which are disclosed.
Other new and/or amended standards including IAS 19 (revised), "Employee Benefits" that become effective for financial periods starting on or after January 2013, are determined to be irrelevant to the Group.
(b) New standards, amendments and interpretations issued but not yet effective and not early adopted
At the date of authorisation of these consolidated financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been early adopted by the Group.
The Board anticipates that all such pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective dates of these pronouncements. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's consolidated financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's consolidated financial statements.
IFRS 9, "Financial instruments", addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was completed in July 2014 and its effective for annual periods beginning on or after 1 January 2018. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Group is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 no later than the accounting year ending 30 June 2019.
Amendments to IAS 36, "Impairment of assets", on the recoverable amount disclosures for non-financial assets. This amendment removed certain disclosures of the recoverable amount of cash generating units which had been included in IAS 36 by the issue of IFRS 13. The Group intends to adopt the amendments to IAS 36 no later than the accounting year ending 30 June 2015.
IFRS 15, "Revenue from contracts with customers", was issued on 28 May 2014. It establishes a comprehensive framework for determining when to recognise revenue and how much revenue to recognise. The core principle in that framework is that an entity should recognise revenue upon the transfer of promised goods and services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Group is yet to assess IFRS 15's full impact and intends to adopt the standard no later than the accounting year ending 30 June 2018.
There are no IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
2.3 Consolidation
(a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
The majority of the Group's subsidiaries have a reporting date of 30 June. For those subsidiaries with a different reporting date, the Group consolidates management information prepared for the year to 30 June.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
Gain on bargain purchase is immediately allocated to the consolidated income statement as at the acquisition date.
Inter-company transactions, balances, income and expenses on transactions between the Group's companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
(b) Changes in ownership interests in subsidiaries without change of control
Changes in ownership of interests in a subsidiary that do not result in lost of control of the subsidiary are accounted for as equity transactions whereby the difference between the consideration paid and the proportionate change in the parent entity's interest in the carrying value of the subsidiary's net assets is recorded in equity and attributable to the owners. No adjustment is made to the carrying value of the subsidiary's net assets as reported in the consolidated financial statements.
(c) Disposal of subsidiaries
When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
(d) Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. Under the equity method, the carrying amount of the investment is increased or decreased to recognise the Group's share of the profit or loss of the investee after the date of acquisition. The Group's investments in associates include goodwill identified on acquisition.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
The Group's share of post-acquisition profit or loss of an associate is recognised in the consolidated income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associates is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount as 'share of profit/(loss) of associates' in the consolidated income statement.
Profits and losses resulting from upstream and downstream transactions between the Group and its associates are recognised in the Group's consolidated financial statements only to the extent of unrelated investors' interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
Dilution gains and losses arising in investments in associates are recognised in the consolidated income statement.
2.4 Foreign currency translation
(a) Functional and presentation currency
The Group's consolidated financial statements are presented in United States Dollars ("USD") ("the presentation currency"). The financial statements of each consolidated entity are initially prepared in the currency of the primary economic environment in which the entity operates ("the functional currency"), which for most of the Group's investments is Vietnam Dong ("VND"). The financial statements prepared using VND are then translated into the presentation currency of USD. USD is used as the presentation currency because it is the primary basis for the measurement of the performance of the Group (specifically changes in the net asset value of the Group) and a large proportion of significant transactions of the Group are denominated in USD.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated income statement.
Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available for sale, are included in other comprehensive income.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
(ii) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
(iii) all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.
2.5 Investment property
Investment properties are properties owned or held under finance leases to earn rentals or capital appreciation, or both, or land held for a currently undetermined use. Property held under operating leases (including leasehold land) that would otherwise meet the definition of investment property is classified as investment property on a property by property basis. If a leased property does not meet this definition, it is recorded as an operating lease.
Property under construction or development for future use as investment property is treated as investment property and is measured at fair value where the fair value of the investment property under construction or development for future use can be reliably determined.
Investment properties are stated at fair value. At the end of each quarter of the financial year, the fair values of a selection of investment properties are assessed by the Board such that the fair values of all investment properties are assessed at least once each financial year. At the date of assessment, two independent valuation companies with appropriately recognised professional qualifications and relevant experience in the location and category being valued undertake a valuation of each property selected. The fair value is estimated by the independent valuation companies assuming there is an agreement between a willing buyer and a willing seller in an arm's length transaction after proper marketing; wherein the parties have each acted knowledgeably, prudently and without compulsion. The valuations by the independent valuation companies are prepared based upon direct comparison with sales of other similar properties in the area and the expected future discounted cash flows of a property using a yield that reflects the risks inherent therein. The estimated fair values provided by the independent valuation companies are used by the Valuation Committee as the primary basis for estimating each property's fair value. In addition to the reports of the independent valuation companies the valuation committee considers information from other sources, including those sources referred to in Note 3, before recommending each property's estimated fair value to the Board for approval. Discount rates from 14.5% to 22% are considered appropriate for properties in different locations.
In addition to the annual revaluation cycle, at the end of each quarter the Investment Manager reviews the entire portfolio to determine if there are any material changes to investment properties or other indicators that might mean that the value of an investment property has materially changed. Subject to the results of this review a more detailed assessment of those properties may be performed. If there is an indication that an investment property's value has increased then the investment property will be included in the independent valuation program. If there is an indication that an investment property's value has declined then an assessment will be made in respect to quantifying the fall in value. This involves either obtaining an independent valuation of the investment property or determining the change in value of each property based on internal assessment. Based upon the analysis performed by the Investment Manager or the independent valuation report, the Valuation Committee determines whether any valuation adjustments should be recommended to the Board for approval.
Any gain or loss arising from a change in fair value of investment properties is recognised in the consolidated income statement. Rental income from investment property is accounted for as described in the Note 2.26.
When an item of property, plant and equipment is transferred to investment property following a change in its use, any differences arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is treated in the same way as a revaluation under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss, with remaining increase recognised in other comprehensive income and increase directly to equity in revaluation surplus. Any resulting decrease in the carrying amount of the property is initially charged in other comprehensive income against any previous recognised revaluation surplus, with any remaining decrease charged to profit or loss.
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting purposes. Where an investment property undergoes a change in use, evidenced by commencement of development with a view to sale, the property is transferred to inventories. A property's deemed cost for subsequent accounting as inventories is its fair value at the date of change in use.
All costs directly associated with the purchase and construction of an investment property, and all subsequent capital expenditures for the development, which qualify as acquisition costs, are capitalised.
Borrowing costs for property under construction or development are capitalised if they are directly attributable to the acquisition, construction or production of that qualifying asset.
Capitalisation of borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Capitalisation of borrowing costs continues until the assets are substantially ready for their intended use. If the resulting carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognised. The capitalisation rate is arrived at by reference to the actual rate payable on borrowings for development purposes or, with regard to that part of the development cost financed out of general funds, to the average rate.
2.6 Goodwill
Goodwill arises on the acquisition of subsidiaries, associates, and joint ventures and represents the excess of the cost of acquisition of subsidiary companies and associates over the Group's share of the fair value of their identifiable net assets at the date of acquisition.
Goodwill is recognised at cost less any accumulated impairment losses. The carrying value of goodwill is subject to an annual impairment review and whenever events or changes in circumstances indicate that it may not be recoverable. An impairment charge will be recognised in the consolidated income statement when the results of such a review indicate that the carrying value of goodwill is impaired.
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity disposed of.
2.7 Leases
Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the leases' commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.
Leases which do not transfer substantially all the risks and rewards of ownership to the
Group are classified as operating leases, unless they are treated as investment properties as described in Note 2.5. Where the Group has the use of an asset held under an operating lease, payments made under the lease are charged to the consolidated income statement on a straight line basis over the term of the lease. Prepayments for operating leases represent properties held under operating leases where a portion, or all, of the lease payments have been paid in advance, and the properties cannot be classified as investment properties.
2.8 Property, plant and equipment
All property, plant and equipment, except buildings and leasehold land improvements, are stated at cost less accumulated depreciation and impairment losses as set out in Note 2.14. The cost of self-constructed assets includes the cost of materials, direct labour, overheads and the initial estimate of the costs of dismantling and removing the items and restoring the site on which they are located.
Buildings and leasehold land improvements including hotels and golf course are revalued to fair value in accordance with the methods and processes as set out in Note 2.5. Any surplus arising on the revaluation is recognised in a revaluation reserve within equity, except to the extent that the surplus reverses a previous revaluation deficit on the building charged to the consolidated income statement, in which case a credit to that extent is recognised in the consolidated income statement. Any deficit on revaluation is charged in the consolidated income statement except to the extent that it reverses a previous revaluation surplus on a building, in which case it is taken directly to the revaluation reserve. Any revaluation surplus remaining in equity on disposal of the asset is transferred to retained earnings.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. The carrying values of any parts replaced as a result of such replacements are expensed at the time of replacement. All other costs associated with the maintenance of property, plant and equipment are recognised in the consolidated income statement as incurred.
Depreciation is charged to the consolidated income statement on a straight-line basis over the estimated useful lives of property, plant and equipment, and major components that are accounted for separately. The estimated useful lives are as follows:
Buildings, hotels and golf courses 33 to 50 years
Machinery, plant and equipment 4 to 20 years
Furniture, fixtures and office equipment 3 to 5 years
Motor vehicles 5 to 10 years
Material residual value estimates and estimates of useful lives are reviewed at least annually, irrespective of whether assets are revalued.
Assets held under finance leases which do not transfer title to the assets to the Group at the end of the leases are depreciated over the shorter of the estimated useful lives shown above and the terms of the leases.
2.9 Intangible assets
Intangible assets comprise software and hotel gaming licences. Intangible assets acquired separately are measured initially at cost. The cost of an intangible asset acquired in a business combination is the asset's fair value at the date of acquisition. Following initial acquisition, intangible assets are measured at cost less any accumulated amortisation and accumulated impairment losses. The carrying values of the assets are reviewed annually for impairment.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that they may be impaired. The amortisation period and method are reviewed at least at each financial year end. The estimated useful lives are as follows:
Gaming licences 13 to 22 years
Software 5 years
2.10 Non-current assets (or disposal groups) and liabilities held for sale
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable at the reporting date. They are presented separately in the consolidated balance sheet. They are measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair values less costs to sell. Assets held for sale are not subject to depreciation or amortisation subsequent to their classification as held for sale.
Liabilities are classified as held for sale and presented as such in the consolidated balance sheet if they are directly associated with a disposal group.
2.11 Financial assets
(a) Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss and loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(i) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or designated by management to be carried at fair value through profit or loss at inception. Financial assets at fair value through profit or loss held by the Group include unlisted equity securities. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise they are classified as non-current.
Embedded within the ZDP Shares, as disclosed in Note 2.22, are call options which give VinaLand ZDP Limited early redemption rights. The Company does not consider the ZDP Shares and call options to be closely related. Therefore, the call options have been separated from the preference shares and are accounted for as derivatives.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period, which are classified as non-current assets. The Group's loans and receivables comprise 'trade and other receivables' and 'cash and cash equivalents' in the consolidated balance sheet.
(b) Recognition and measurement
Purchases or sales of financial assets are recognised on the trade-date, being the date on which the Group commits to purchase or sell the asset.
Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the consolidated income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Net changes in fair value of financial assets at fair value through profit or loss includes net unrealised gains in fair value of financial assets and net gains from realisation of financial assets during the year.
Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the consolidated income statement within 'net changes in fair value of financial assets at fair value through profit or loss' in the period in which they arise.
2.12 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
2.13 Prepayments for acquisitions of investments
These represent prepayments made by the Group to vendors for land compensation and other related costs including professional fees directly attributed to an investment property, where the final transfer of the property is pending the approval of the relevant authorities and/or is subject to either the Group or the vendors completing certain performance conditions. Such prepayments are measured initially at cost until such time as the approval is obtained or conditions are met at which point they are transferred to the appropriate investment accounts.
2.14 Impairment of assets
The Group's goodwill, operating lease prepayments, property, plant and equipment (except for buildings and leasehold land improvements), intangible assets, trade and other receivables, prepayments for acquisitions of investments, and interests in associates are subject to impairment testing.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at a cash-generating unit level. Goodwill in particular is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management controls the related cash flows.
Goodwill and intangible assets with indefinite lives are tested for impairment annually, while other assets are tested when there is an indicator of impairment.
An impairment loss is recognised as an expense immediately for the amount by which an asset's carrying amount exceeds its recoverable amount unless the relevant asset is carried at a revalued amount under the Group's accounting policy, in which case the impairment loss is treated as a revaluation decrease, but only to the extent of the revaluation surplus for that same asset according to that policy. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use.
2.15 Inventories
The Group's inventories arise where there is a change in use of investment properties evidenced by the commencement of development with a view to sale, and the properties are reclassified as inventories at their deemed cost, which is the fair value at the date of reclassification. They are subsequently carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less costs to complete redevelopment and selling expenses.
2.16 Trade receivables
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
2.17 Cash and cash equivalents
Cash and cash equivalents include cash in banks and on hand as well as short term highly liquid investments such as money market instruments and bank deposits with original maturity terms of not more than three months.
2.18 Share capital
Ordinary shares are classified as equity. Share capital is determined using the nominal value of shares that have been issued. Additional paid-in capital includes any premiums received on the initial issuance of the share capital. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2.19 Ordinary shares acquired by the Company
Shares which are repurchased by the Company are cancelled and whilst the amount of the authorised share capital is not affected, the issued share capital is reduced accordingly.
If the cost of purchasing ordinary shares is less than the net asset value attributable to the shares acquired, the difference is transferred to the Company's equity reserve. If the cost of purchasing ordinary shares is greater than the net asset value of the shares, i) the amount of any equity reserve, additional paid-in capital account or fully paid share capital of the Company, and ii) any amount representing unrealised profits of the Company for the time being standing to the credit of any revaluation reserve maintained by the Company may be reduced by a sum not exceeding the amount by which the repurchase payment exceeds the net asset value of the shares.
2.20 Revaluation reserve
The revaluation reserve arises from the revaluation of buildings and leasehold land improvements including hotels and golf courses. The revaluation policy is consistent with the fair value policy as described in Note 3. Any increase in the carrying amount arising on revaluation is recognised in profit or loss to the extent that it reverses a provision for impairment loss, with any remaining increase recognised in other comprehensive income and shown as revaluation reserve in shareholders' equity. Decreases that offset previous increases of the same asset are
charged to other comprehensive income and debited against revaluation reserve directly in equity; all remaining decreases are charged to the profit or loss.
2.21 Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
2.22 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value isrecognised in the profit or loss over the period of the borrowings using the effective interest method.
On 17 December 2013, VinaLand ZDP Ltd., a wholly owned subsidiary of the Company, issued 15 million Zero Dividend Preference Shares ("the ZDP Shares"), with a gross redemption yield of 8% after three years. The shares were admitted to the standard listing segment of the Official List of the UK Listing Authority and trading on the London Stock Exchange's main market on 20 December 2013.
Each preference share has an issue price of £1 and a final capital entitlement of £1.26 at the end of its term. These shares are classified as liabilities and measured at amortised cost using the effective interest method.
2.23 Borrowing costs
General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
2.24 Current and deferred income tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Current income tax assets and/or liabilities comprise claims from or obligations to fiscal authorities relating to the current or prior reporting periods that are not yet settled at the reporting date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate based on the taxable profit for the year. All changes to current tax assets or liabilities are recognised as a component of tax expense in the consolidated income statement.
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. In addition, tax losses available to be carried
forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.
However, deferred tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and associates is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will be able to be offset against future taxable income.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date. Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the consolidated income statement. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that is charged directly to other comprehensive income are charged or credited directly to other comprehensive income.
2.25 Provisions, contingent liabilities and contingent assets
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation and there is uncertainty about the timing or amount of the future expenditure require in settlement. Where there are a num-ber of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Long-term pro-vi-sions are discounted to their present values, where the time value of money is material.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate of the Group's management.
The Group does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the rare circumstance where there is a liability that cannot be recognised because it cannot be measured reliably.
A contingent asset is a possible asset that arises from past events, whose existence will be confirmed by uncertain future events beyond the control of the Group. The Group does not recognise contingent assets but discloses their existence when inflows of economic benefits are probable, but not virtually certain.
2.26 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable, and
represents amounts receivable for goods supplied, stated net of discounts, returns and value
added taxes. The Group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Group's activities, as described below.
(a) Sale of goods and revenues from hotel operations and other related services
Revenue from sale of goods is recognised in the consolidated income statement when the significant risks and rewards of ownership of goods have passed to the buyer. Revenue from hotel operations and other related services is recognised as and when the services are provided.
(b) Sales of real estate
Deposits received from buyers to reserve rights to buy houses are recognised as a liability on the consolidated balance sheet. These amounts are recorded as unearned revenue when the house's foundation is completed and a sales and purchase agreement is signed
with the buyer. Unearned revenue is recorded as revenue when the construction is completed and the house is handed over to the buyer.
Revenue on sales of apartments is recognised when the Company has transferred to the buyer the usual risks and rewards of the ownership in a transaction that is in substance a sale and does not have a substantial continuing involvement with the property.
(c) Rental income
Rental income from investment property is recognised in the consolidated income statement on a straight-line basis over the term of the operating lease. Lease incentives granted are recognised as an integral part of the total rental income.
(d) Interest income
Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables is recognised using the original effective interest rate.
(e) Dividend income
Dividend income is recognised when the right to receive payment is established.
2.27 Related parties
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.
Enterprises and individuals that directly, or indirectly through one or more immediately, control, or are controlled by, or under common control with, the Company, including holding Company, subsidiaries and fellow subsidiaries are related parties of the Company. Associates and individuals owing directly, or indirectly, an interest in the voting power of the Company that give them significant influence over the Company, key management personnel, including directors and officers of the Company and the close members of the family. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.
2.28 Realisation fee
In accordance with the Amended Management Agreement, the Investment Manager is entitled to receive a share of any realisations of the Group, up to a total amount equalling the previously accrued performance fee payable. The Investment Manager may receive its share of these realisations on a deal-by-deal basis throughout the Cash Return Period. In accordance with the Amended Management Agreement, the amount of performance fees due to the Investment Manager, is re-assessed at each reporting date, taking into account the future expected realisation strategy of the Company. The change in performance fees due to the Investment Manager during the period is included as "realisation fee (expense)/recovery" in the consolidated income statement and is further described in Note 35 to these consolidated financial statements. An expense results from an increase in the realisation fee liability to the Investment Manager, and a recovery of previously expensed realisation fees results from a decrease in the realisation fee liability to the Investment Manager at the reporting date.
The realisation fee liability is initially recognised at fair value, and subsequently measured based on the realisable value of the investments of the Group on which the realisation fee would be ultimately crystallised, which is estimated using the fair values of those investments at the reporting date. Realisation fees are paid when the relevant investments are sold and proceeds distributed to the Company's shareholders.
2.29 Earnings per share and net asset value per share
The Group presents basic earnings per share ("EPS") for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding during the year to assume conversion of all dilutive potential ordinary shares.
Net asset value ("NAV") per share is calculated by dividing the net asset value attributable to ordinary shareholders of the Company by the number of outstanding ordinary shares as at the reporting date. NAV is determined as total assets less total liabilities and non-controlling interests.
2.30 Segment reporting
An operating segment is a component of the Group:
· that engages in investment activities from which it may earn revenues and incur expenses;
· whose operating results are based on internal management reporting information that is regularly reviewed by the Investment Manager to make decisions about resources to be allocated to the segment and assess its performance; and
· for which discrete financial information is available.
3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
When preparing the consolidated financial statements, the Group undertakes a number of accounting judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and may not equal the estimated results. Information about significant judgements, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below.
3.1 Fair value of investment properties, buildings and leasehold land improvements
The investment properties, buildings and leasehold land improvements of the Group are stated at fair value in accordance with accounting policies 2.5 and 2.8. The fair values of investment properties, buildings and leasehold land improvements are based on valuations by independent professional valuers including CBRE, Savills, JLL, Colliers and HVS. These valuations are based on certain assumptions which are subject to uncertainty and might materially differ from the actual results. The estimated fair values provided by the independent professional valuers are used by the Valuation Committee as the primary basis for estimating each property's fair value for recommendation to the Board.
In making its judgement, the Valuation Committee considers information from a variety of sources including:
(i) current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;
(ii) recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the dates of those transactions;
(iii) recent developments and changes in laws and regulations that might affect zoning and/or the Group's ability to exercise its rights in respect to properties and therefore fully realise the estimated values of such properties;
(iv) discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of external evidence such as current market rents and sales prices for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows; and
(v) recent compensation prices public by local authority at the province where the property is located.
As at 30 June 2014, if the discount rates used had been 1% higher/lower (30 June 2013: 1%), the total carrying values of the Group's investment properties and property, plant and equipment would have been USD22.9 million lower/USD24.5 million higher (30 June 2013: USD24.3 million lower/USD26.2 million higher).
3.2 Impairment
(a) Trade and other receivables
The Group's management determines the provision for impairment of trade and other receivables on a regular basis. This estimate is based on the credit history of its customers and prevailing market conditions.
(b) Prepayments for acquisition of investments
Except for the Long An Services and Residential projects mentioned below, the Group engages professional valuers to estimate the recoverable amounts of its prepayments for acquisitions of investments in accordance with the valuation methods and processes as set out in Notes 2.5 and 3.1.
The carrying value of the prepayment for acquisition of Long An Services and Residential projects was originally based on the sale and purchase agreement signed between the Group and a purchaser in June 2012; however, the buyer has defaulted on its obligations to settle the outstanding receivable balance, citing market conditions as the cause. The Investment Manager is in negotiations with the purchaser to recover the full amount, while reserving the right to take legal action if a satisfactory outcome is not achieved. In light of these developments, the Group has estimated the prepayment's recoverable amount at 30 June 2014 based on the payment terms over a two-year period proposed by the buyer discounted at a rate of 12%.
(c) Other assets
The Group's prepayments for acquisitions of investments, other assets and interests in associates are subject to impairment testing in accordance with Note 2.14.
3.3 Useful lives of depreciable assets
Management reviews the useful lives of depreciable assets at each reporting date. Management assesses that the useful lives represent the expected utility of the assets to the Group. The carrying amounts are analysed in Notes 6 and 7.
3.4 Realisation fee
As of the date of the Ordinary Resolution, management has assessed that the fair value of the realisation fee liability under the restructured terms is equivalent to the fair value of the derecognised performance fee liability of the Group, which was extinguished at that date (USD28.2 million).
Payment of any realisation fees is contingent on the Group realising their portfolio investments and making distributions to the shareholders of the Company. Given that the Group is adopting a new realisation strategy during the Cash Return Period it is reasonable to assume that it is highly likely that the accrued realisation fees will be paid to the Investment Manager.
4 SEGMENT ANALYSIS
In identifying its operating segments, management generally follows the Group's sectors of investment which are based on internal management reporting information for the Investment Manager's management, monitoring of investments and decision making. The operating segments by investment portfolio include commercial, residential, office buildings and undetermined use, hospitality, mixed-use segments and cash and deposits.
The activities undertaken by the commercial segment include the development and operation of investment properties. Apartments and villas properties which are developed for sale, land and office buildings are included in the residential and office buildings segment. The hospitality segment includes the development and operation of hotels and related services. The mixed-use segment includes multi-purpose projects. Strategic decisions are made on the basis of segment operating results.
Each of the operating segments are managed and monitored separately by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses segment profit or loss using a measure of operating profit or loss from the investment assets. Although IFRS 8 requires measurement of segmental profit or loss, the majority of expenses are common to all segments and therefore cannot be individually allocated. There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.
There is no measure of segment liabilities regularly reported to the Investment Manager; therefore, liabilities are not disclosed in the sector analyses.
Segment information can be analysed as follows for the reporting years:
(a) Consolidated income statement
Year ended 30 June 2014 | |||||
|
Commercial | Residential and office buildings |
Hospitality |
Mixed use |
Total |
| USD'000 | USD'000 | USD'000 | USD'000 | USD'000 |
|
|
|
|
|
|
Revenue | - | 27,526 | 13,599 | - | 41,125 |
Cost of sales | - | (23,793) | (8,075) | - | (31,868) |
| ────── | ────── | ────── | ────── | ────── |
Gross margin | - | 3,733 | 5,524 | - | 9,257 |
Net gain/(loss) from disposals of investments | - | (448) | 645 | - | 197 |
Other income | - | 2,005 | 136 | 1,132 | 3,273 |
Finance income | 4 | 1,221 | 32 | 853 | 2,110 |
Net gain/(loss) on fair value adjustments of investment properties and revaluations of property, plant and equipment | 234 | (19,360) | 12,999 | 429 | (5,698) |
Net changes in fair value of financial assets and financial liabilities at fair value through profit or loss | - | 475 | - | 15 | 490 |
Share of profits/(losses) of associates | 20 | (4,950) | (392) | (545) | (5,867) |
Impairments/(reversal of impairment) of assets | - | 1,620 | (259) | (2,490) | (1,129) |
| ────── | ────── | ────── | ────── | ────── |
Total profit/(loss) before unallocatable expenses | 258 | (15,704) | 18,685 | (606) | 2,633 |
Net changes in fair value of financial assets and financial liabilities at fair value through profit or loss |
|
|
|
| (242) |
Selling and administration expenses |
|
|
|
| (25,887) |
Other expenses |
|
|
|
| (1,319) |
Finance expenses |
|
|
|
| (7,631) |
|
|
|
|
| ────── |
Loss before tax |
|
|
|
| (32,446) |
Income tax |
|
|
|
| 5,026 |
Net loss for the year |
|
|
|
| ────── (27,420) ══════ |
Year ended 30 June 2013 | |||||
|
Commercial | Residential and office buildings |
Hospitality |
Mixed use |
Total |
| USD'000 | USD'000 | USD'000 | USD'000 | USD'000 |
|
|
|
|
|
|
Revenue | - | 42,558 | 24,845 | - | 67,403 |
Cost of sales | - | (44,592) | (16,564) | - | (61,156) |
| ────── | ────── | ────── | ────── | ────── |
Gross margin | - | (2,034) | 8,281 | - | 6,247 |
Net gain/(loss) from disposals of investments | - | 1,573 | (808) | - | 765 |
Other income | 8 | 232 | 499 | 462 | 1,201 |
Finance income | 16 | 1,392 | 102 | 1,021 | 2,531 |
Net loss on fair value adjustments of investment properties and revaluations of property, plant and equipment |
(768) |
(48,638) |
(2,119) |
(33,830) |
(85,355) |
Net changes in fair value of financial assets at fair value through profit or loss |
- |
- |
(44) |
- |
(44) |
Share of profits/(losses) of associates | 1 | (1,480) | (877) | - | (2,356) |
Impairments of assets | - | (11,943) | (914) | - | (12,857) |
Total (loss)/profit before unallocatable expenses | ──────
(743) | ──────
(60,898) | ──────
4,120 | ──────
(32,347) | ──────
(89,868) |
Selling and administration expenses |
|
|
|
| (33,394) |
Other expenses |
|
|
|
| (975) |
Finance expenses |
|
|
|
| (7,371) |
Loss before tax |
|
|
|
| ────── (131,608) |
Income tax |
|
|
|
| 15,175 |
Net loss for the year |
|
|
|
| ────── (116,433) ════════ |
(b) Consolidated balance sheet
| As at 30 June 2014 | |||||
|
Commercial | Residential and office buildings |
Hospitality |
Mixed use |
Cash and deposits |
Total |
| USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 |
|
|
|
|
|
|
|
Investment properties | 4,500 | 358,996 | - | 151,300 | - | 514,796 |
Property, plant and equipment | - | 13,714 | - | 719 | - | 14,433 |
Intangible assets | - | 42 | - | 11 | - | 53 |
Investments in associates | 18,599 | 24,336 | 4,746 | 2,055 | - | 49,736 |
Prepayments for acquisitions of investments | - | 23,875 | 12,341 | 4,932 | - | 41,148 |
Inventories | - | 85,024 | - | 19,845 | - | 104,869 |
Cash and cash equivalents | - | - | - | - | 53,894 | 53,894 |
Trade, tax and other receivables | 28 | 81,379 | 111 | 2,872 | - | 84,390 |
Financial assets at fair value through profit or loss (*) | - | - | - | 750 | - | 750 |
Short-term investments | - | - | - | - | 4,257 | 4,257 |
Long-term investments | - | - | - | - | 1,369 | 1,369 |
Assets classified as held for sale | - | 14,931 | 34,451 | 1,424 | - | 50,806 |
Other assets | 186 | 5,913 | - | 3,222 | - | 9,321 |
Total assets | ───── 23,313 ═════ | ────── 608,210 ══════ | ───── 51,649 ═════ | ────── 187,130 ══════ | ───── 59,520 ═════ | ────── 929,822 ══════ |
Total assets include: - Addition to non-current assets (other than financial instruments and deferred tax assets) | - | 18,561 | 30 | 580 | - | 19,171 |
(*) The amount presented in this table does not include the fair value of the call options which give the Group the rights to early redeem the ZDP shares. The Investment Manager does not manage the ZDP shares and call options under any particular segment.
| As at 30 June 2013 | |||||
|
Commercial | Residential and office buildings |
Hospitality |
Mixed use |
Cash and deposits |
Total |
| USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 |
|
|
|
|
|
|
|
Investment properties | 4,300 | 359,871 | - | 150,416 | - | 514,587 |
Property, plant and equipment | - | 11,507 | 43,086 | 810 | - | 55,403 |
Intangible assets | - | 83 | 10,887 | 17 | - | 10,987 |
Investments in associates | 18,578 | 29,241 | 5,175 | 2,600 | - | 55,594 |
Prepayments for acquisitions of investments |
- |
44,372 |
13,886 |
7,423 |
- |
65,681 |
Inventories | - | 92,763 | 494 | 28,253 | - | 121,510 |
Cash and cash equivalents | - | - | - | - | 16,496 | 16,496 |
Trade, tax and other receivables | 24 | 66,384 | 2,687 | 4,749 | - | 73,844 |
Financial assets at fair value through profit or loss |
- |
2,256 |
- |
736 |
- |
2,992 |
Short-term investments | - | - | - | - | 2,997 | 2,997 |
Other assets | 249 | 4,964 | 1,420 | 2,620 | - | 9,253 |
Total assets | ────── 23,151 ══════ | ────── 611,441 ══════ | ────── 77,635 ══════ | ────── 197,624 ══════ | ────── 19,493 ══════ | ────── 929,344 ══════ |
Total assets include: - Addition to non-current assets (other than financial instruments and deferred tax assets) |
34 |
8,483 |
679 |
1,779 |
- |
10,975 |
5 INVESTMENT PROPERTIES
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Opening balance | 514,587 | 606,971 |
Additions | 18,163 | 8,415 |
Reversals | - | (3,483) |
Disposals | - | (3,000) |
Transfers from prepayments to suppliers | 5,000 | - |
Transfers to inventories (Note 11) | - | (1,515) |
Net loss from fair value adjustments (Note 25) | (18,697) | (83,236) |
Translation differences | (4,257) | (9,565) |
Closing balance | ─────── 514,796 ═══════ | ─────── 514,587 ═══════ |
The Group's investment properties were revalued during the year by independent professionally qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the investment properties valued.
Bank borrowings are secured by investment properties with a fair value of USD236.9 million
(30 June 2013: USD237.2 million). During the year, the Group capitalised borrowing costs amounting to USD5.1 million (year ended 30 June 2013: USD4.5 million) in investment properties.
At 30 June 2014, land use rights certificates have not been fully issued for certain portions of the Group's investment properties as final issuance is subject to the completion of a number of administrative steps required by local authorities and/or the settlement of any outstanding land taxes. In the Investment Manager's view, the lack of land use rights certificates does not have any material impact on the existence and valuation of the investment properties as land use rights over the land area for each project have been specifically granted under each investment licence.
The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. All of the Group's investment properties are in Level 3 of the fair value hierarchy. There were no transfers between Levels during the year (2013: none).
Information about fair value measurements using unobservable inputs (Level 3) is set out below:
Level 3 - Range of unobservable inputs (probability-weighted average) |
Sensitivity on management's estimates | |||||||||||||
Segment | Valuation technique | Valuation (USD'000) | Discount rate | Cap rate | Valuation per square metre (USD) | Sensitivities in sales price per square metre (USD'000) | Sensitivities in discount and cap rates (USD'000) | |||||||
Residential and office buildings (*) | Discounted cash flows | 198,729 | 18%-22% | N/A | N/A | N/A | Change in discount rate | |||||||
-1% |
0% |
1% | ||||||||||||
203,548 | 198,729 | 193,923 | ||||||||||||
Residential and office buildings | Comparisons | 160,267 | N/A | N/A | 80-6,499 | Change in sales price per square metre
| ||||||||
-10% | 0% | 10% | ||||||||||||
140,550 | 160,267 | 179,984 | ||||||||||||
Mixed use | Discounted cash flows | 151,300 | 14.5%-18% | 8.5%-13% | N/A | Change in discount rate | ||||||||
-1% | 0% | 1% | ||||||||||||
Change in cap rate | -1% | 180,589 | 160,687 | 142,407 | ||||||||||
0% | 170,672 | 151,300 | 133,510 | |||||||||||
1% | 161,992 | 143,082 | 125,726 | |||||||||||
Commercial | Comparisons | 4,500 | N/A | N/A | 1,818 | Change in sales price per square metre | ||||||||
-10% | 0% | 10% | ||||||||||||
4,050 | 4,500 | 4,950 |
(*) The valuations of these investment properties assume that they will be developed and sold within a definite time period; therefore, no capitalisation rates are used in such valuations.
6 PROPERTY, PLANT AND EQUIPMENT
| Buildings, hotels and golf course | Machinery, plant and equipment | Furniture, fixtures and office equipment |
Motor vehicles |
Total |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Gross carrying amount | |||||
At 1 July 2013 | 72,821 | 21,773 | 3,576 | 1,105 | 99,275 |
Additions | 307 | 35 | 77 | 40 | 459 |
Revaluation gains (Note 18, 25) | 23,695 | - | - | - | 23,695 |
Transfers to assets reclassified as held for sale (Note 15) | (75,607) | (17,270) | (2,271) | (352) | (95,500) |
Disposals | (3,936) | (3,188) | (430) | - | (7,554) |
Write-offs | (631) | (251) | (206) | (82) | (1,170) |
Translation differences | (240) | (457) | (12) | (10) | (719) |
At 30 June 2014 | ────── 16,409 ────── | ───── 642 ───── | ──── 734 ──── | ──── 701 ──── | ───── 18,486 ───── |
Depreciation | |||||
At 1 July 2013 | (26,913) | (14,118) | (2,209) | (632) | (43,872) |
Charge for the year | (2,848) | (901) | (367) | (118) | (4,234) |
Transfers to assets reclassified as held for sale (Note 15) | 25,424 | 13,049 | 1,902 | 350 | 40,725 |
Disposals | 1,023 | 1,505 | 368 | - | 2,896 |
Write-offs | - | 164 | 113 | 45 | 322 |
Translation differences | 72 | 24 | 7 | 7 | 110 |
At 30 June 2014 | ───── (3,242) ───── | ───── (277) ───── | ──── (186) ──── | ──── (348) ──── | ───── (4,053) ───── |
Carrying value | |||||
At 1 July 2013 | 45,908 | 7,655 | 1,367 | 473 | 55,403 |
At 30 June 2014 | ───── 13,167 ═════ | ───── 365 ═════ | ──── 548 ════ | ──── 353 ════ | ───── 14,433 ═════ |
The Group's buildings, hotels and the golf course were revalued during the year by independent professionally qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the properties valued.
There were no impairment charges to property, plant and equipment during the financial years ended 30 June 2014 and 30 June 2013.
Information about fair value measurements using significant unobservable inputs (Level 3) is set out as below:
Segment | Valuation technique | Valuation (USD'000) | Discount rate | Cap rate | Sensitivities in discount and cap rates (USD'000) | ||||
Hospitality | Discounted cash flows | 5,049 | 18% | 15% | Change in discount rate | ||||
-1% | 0% | 1% | |||||||
Change in cap rate | -1% | 5,505 | 5,174 | 4,868 | |||||
0% | 5,378 | 5,049 | 4,761 | ||||||
1% | 5,266 | 4,955 | 4,666 |
For the comparative year:
| Buildings, hotels and golf course |
Machinery, plant and equipment | Furniture, fixtures and office equipment |
Motor vehicles |
Total |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Gross carrying amount | |||||
At 1 July 2012 | 112,218 | 25,553 | 3,466 | 2,021 | 143,258 |
Additions | 1,496 | 338 | 434 | 86 | 2,354 |
Revaluation gains (Note 18) | 1,469 | - | - | - | 1,469 |
Revaluation losses (Note 25) |
(2,119) |
- |
- |
- |
(2,119) |
Disposals and write-offs | (35,702) | (3,942) | (299) | (989) | (40,932) |
Translation differences | (618) | (176) | (25) | (13) | (832) |
Other adjustments | (3,923) | - | - | - | (3,923) |
At 30 June 2013 | ────── 72,821 ────── | ───── 21,773 ───── | ──── 3,576 ──── | ──── 1,105 ──── | ────── 99,275 ────── |
Depreciation | |||||
At 1 July 2012 | (23,549) | (13,191) | (1,838) | (793) | (39,371) |
Charge for the year | (4,262) | (2,191) | (662) | (180) | (7,295) |
Disposals and write-offs | 642 | 1,174 | 279 | 337 | 2,432 |
Translation differences | 256 | 90 | 12 | 4 | 362 |
At 30 June 2013 | ───── (26,913) ───── | ───── (14,118) ───── | ──── (2,209) ──── | ──── (632) ──── | ────── (43,872) ────── |
Carrying value | |||||
At 1 July 2012 | 88,669 | 12,362 | 1,628 | 1,228 | 103,887 |
At 30 June 2013 | ───── 45,908 ═════ | ───── 7,655 ═════ | ──── 1,367 ════ | ───── 473 ═════ | ─────── 55,403 ═══════ |
If buildings, hotels and the golf course were stated on the historical cost basis, the amounts would be as follows:
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000
| |
Cost | 16,541 | 79,971 |
Accumulated depreciation | (1,207) | (27,944) |
Net book amount | ────── 15,334 ══════ | ────── 52,027 ══════ |
7 INTANGIBLE ASSETS
Gaming licences | Software | Total | |
USD'000 | USD'000 | USD'000 | |
Gross carrying amount | |||
At 1 July 2013 | 14,450 | 512 | 14,962 |
Additions | - | 5 | 5 |
Reclassification | - | (4) | (4) |
Transfers to assets reclassified as held for sale (Note 15) | (14,450) | (218) | (14,668) |
Disposals and write-offs | - | (93) | (93) |
Translation differences | - | (2) | (2) |
At 30 June 2014 | ────── - ────── | ──── 200 ──── | ────── 200 ────── |
Amortisation | |||
At 1 July 2013 | (3,672) | (303) | (3,975) |
Charge for the year | (547) | (74) | (621) |
Transfers to assets reclassified as held for sale (Note 15) | 4,219 | 147 | 4,366 |
Disposals and write-offs | - | 81 | 81 |
Translation differences | - | 2 | 2 |
At 30 June 2014 | ───── - ───── | ──── (147) ──── | ───── (147) ───── |
Carrying value | |||
At 1 July 2013 | 10,778 | 209 | 10,987 |
At 30 June 2014 | ───── - ═════ | ──── 53 ════ | ────── 53 ══════ |
For the comparative year:
Gaming licences | Software | Total | |
USD'000 | USD'000 | USD'000 | |
Gross carrying amount | |||
At 1 July 2012 | 14,450 | 742 | 15,192 |
Additions | - | 44 | 44 |
Write-offs | - | (268) | (268) |
Translation differences | - | (6) | (6) |
At 30 June 2013 | ────── 14,450 ────── | ──── 512 ──── | ────── 14,962 ────── |
Amortisation | |||
At 1 July 2012 | (2,931) | (418) | (3,349) |
Charge for the year | (741) | (124) | (865) |
Write-offs | - | 236 | 236 |
Translation differences | - | 3 | 3 |
At 30 June 2013 | ───── (3,672) ───── | ──── (303) ──── | ───── (3,975) ───── |
Carrying value | |||
At 1 July 2012 | 11,519 | 324 | 11,843 |
At 30 June 2013 | ────── 10,778 ══════ | ──── 209 ════ | ────── 10,987 ══════ |
8 SUBSIDIARIES AND ASSOCIATES
(a) Investments in associates
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Opening balance | 55,594 | 55,332 |
Additions | 46 | 90 |
Dividends received | (37) | (72) |
Reclassification from assets classified as held for sale | - | 2,600 |
Share of losses of associates | (5,867) | (2,356) |
Closing balance | ────── 49,736 ══════ | ────── 55,594 ══════ |
Particulars of operating associates and their summarised financial information, extracted from their financial statements as at 30 June 2014 and 30 June 2013, are as follows:
As at 30 June 2014
Incorporation |
Principal activity |
Assets |
Liabilities |
Revenue |
Profit/ (loss) | Share of (losses)/ profit to the Group |
Equity interest held | ||
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | % | ||||
Danang Marina Co., Ltd. | Vietnam | Property | 4,959 | 766 | - | (1,113) | (545) | 49 | |
Aqua City Joint Stock Company(*) |
Vietnam |
Property | 60,560 | 11,888 | 3 | (9,901) | (4,950) |
50 | |
Thang Loi Land Joint Stock Company (*) |
Vietnam |
Property | 12,185 | 1,799 | 129 | 43 | 20 |
49 | |
Romana Resort and Spa JSC (*) |
Vietnam |
Hospitality | 11,476 | 1,984 | 1,739 | (785) |
(392) |
50 | |
89,180 | 16,437 | 1,871 | (11,756) | (5,867) | |||||
As at 30 June 2013
Incorporation |
Principal activity |
Assets |
Liabilities |
Revenue |
Profit/ (loss) | Share of (losses)/ profit to the Group |
Equity interest held | ||
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | % | ||||
Danang Marina Co., Ltd. | Vietnam | Property | 5,306 | 1 | - | - | - | 49 | |
Aqua City Joint Stock Company(*) |
Vietnam |
Property |
66,387 |
7,905 |
2 |
(2,961) |
(1,481) |
50 | |
Thang Loi Land Joint Stock Company (*) |
Vietnam |
Property |
12,234 |
1,807 |
109 |
3 |
1 |
49 | |
Romana Resort and Spa JSC (*) |
Vietnam |
Hospitality |
11,792 |
1,442 |
2,689 |
(1,754) |
(876) |
50 | |
95,719 | 11,155 | 2,800 | (4,712) | (2,356) | |||||
(*) The Group has a 50% equity interest in Aqua City Joint Stock Company and Romana Resort and Spa Joint Stock Company, and a 49% equity interest in Thang Loi Land Joint Stock Company but does not have control or joint control due to its limited representation on the boards of these companies. Therefore, management considers it appropriate to treat these interests as investments in associates.
(b) Principal subsidiaries
The Group had the following principal subsidiaries as at 30 June 2014 and 30 June 2013:
30 June 2014 | 30 June 2013 | |||||
Name | Country of incorporation and place of business | Percentage interest held by the Group | Percentage interest held by non-controlling interest | Percentage interest held by the Group | Percentage interest held by non-controlling interest |
Nature of business |
The 21st Century International Development Company Limited | Vietnam | 75% | 25% | 75% | 25% | Property investment |
VinaCapital Hoi An Resort Limited | Vietnam | 100% | - | 100% | - | Hospitality |
VinaCapital Danang Golf Course Limited | Vietnam | 75% | 25% | 75% | 25% | Property investment |
VinaCapital Danang Resort Limited | Vietnam | 75% | 25% | 75% | 25% | Property investment |
VinaCapital Commercial Center Limited (Vietnam) (*) | Vietnam | 38.2% | 61.8% | 38.2% | 61.8% | Property investment |
Mega Assets Company Limited (Vietnam) | Vietnam | 75% | 25% | 75% | 25% | Property investment |
SIH Real Este Limited Company (Vietnam) | Vietnam | 75% | 25% | 75% | 25% | Property investment |
Dien Phuoc Long Real Estate Company Limited | Vietnam | 100% | - | 100% | - | Property investment |
VinaCapital Phuoc Dien Co. Limited | Vietnam | 100% | - | 100% | - | Property investment |
Roxy Vietnam Co. Limited | Vietnam | 75% | 25% | 55.6% | 44.4% | Hospitality |
Dong Binh Duong Urban Development Co. Limited | Vietnam | 70% | 30% | 70% | 30% | Property investment |
Nam Phat Villas and Hotel Company Limited | Vietnam | 100% | - | 100% | - | Hospitality |
Orchid House Co. Limited | Vietnam | 55.6% | 44.4% | 55.6% | 44.4% | Hospitality |
Vina Dai Phuoc Corporation Limited | Vietnam | 54% | 46% | 54% | 46% | Property investment |
SAS Hanoi Royal Hotel Limited (**) | Vietnam | 44.6% | 55.4% | 44.6% | 55.8% | Hospitality |
Viet Land Development Corporation Limited | Vietnam | 90% | 10% | 90% | 10% | Property investment |
Vinh Thai Urban Development Corporation Limited | Vietnam | 53.3% | 46.7% | 53.3% | 46.7% | Property investment |
Thang Long Property Company Limited | Vietnam | 65% | 35% | 65% | 35% | Property investment |
Hoang Phat Investment Joint Stock Company | Vietnam | 60% | 40% | 60% | 40% | Hospitality |
AA VinaCapital Co. Limited | Vietnam | 80% | 20% | 80% | 20% | Property investment |
Vina Alliance Company Limited (*) | Vietnam | 46.5% | 53.5% | 46.5% | 53.5% | Property investment |
Phu Hoi City Company Limited | Vietnam | 52.5% | 47.5% | 52.5% | 47.5% | Property investment |
A-1 International (Vietnam) Corporation Ltd | Vietnam | - | - | 52.5% | 47.5% | Hospitality |
Prodigy Pacific Vietnam Co., Ltd | Vietnam | - | - | 100% | - | Hospitality |
(*) At the reporting date, the Group has 38.2% and 46.5% equity interests in VinaCapital Commercial Center Limited (Vietnam) and Vina Alliance Company Limited, respectively. Management considers these companies as subsidiaries as the Group has control through the majority voting rights in these companies.
(**) At the reporting date, the Group has a 44.6% equity interest in SAS Hanoi Royal Hotel Ltd., but it does not lose control of the subsidiary because it still has the power to direct the activities of this company as it retains more than 50% of the voting rights. Therefore, the Group's management considers this company as a subsidiary.
All subsidiary undertakings are included in the consolidation. The proportion of the voting rights in the subsidiary undertakings held directly by the Group do not differ from the proportion of ordinary shares held except the cases mentioned above. The Group further does not have any shareholding in the preference shares of subsidiary undertakings included in the Group.
Disposal of Vina Properties (Singapore) Pte. Limited
During the year, the Group disposed of its 100% equity interest in Vina Properties (Singapore) Pte. Limited, which is incorporated in Singapore for USD16.1 million. This company owns a 70% equity interest in A-1 International (Vietnam) Corporation Ltd., the owner of the Movenpick Saigon Hotel, a five-star hotel located in Phu Nhuan District, Ho Chi Minh City, Vietnam, the net assets of which included a building, gaming licence, inventories, debts and working capital and amounted to USD30.7 million including USD14.6 million attributable to non-controlling interests. The proceeds received from the sale of the company were equal to the book value included in the interim financial statements at 31 December 2013 and therefore it did not result in any gain or loss on the disposal date.
Disposal of Prodigy Pacific Limited
During the year, the Group disposed of its 100% interest in Prodigy Pacific Limited, which owns a 100% equity interest in Prodigy Pacific Vietnam Co. Ltd., the owner of the Mercure De La Gare, a five-star hotel located in Hoan Kiem District, Hanoi, Vietnam, for a total of USD1.9 million. The book value of the net assets at the disposal date was USD1.3 million, resulting in a gain of USD0.6 million recognised in the consolidated income statement.
Summarised financial information of subsidiaries with material non-controlling interests
The total non-controlling interests as at 30 June 2014 is USD182.3 million (30 June 2013: USD204 million), allocated as below:
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
The 21st Century International Development Company Limited ("Century 21") |
25,984 |
26,794 |
VinaCapital Danang Golf Course Limited ("Danang Golf") | 13,279 | 17,758 |
Vina Dai Phuoc Corporation Limited ("Dai Phuoc Lotus") | 30,027 | 30,075 |
Vina Alliance Company Limited ("Vina Square") | 34,557 | 32,712 |
Others | 78,525 | 96,705 |
─────── 182,372 ═══════ | ─────── 204,044 ═══════ |
Set out below are summarised financial information for each of the subsidiaries with non-controlling interests that are material to the Group.
Summarised balance sheets
Century 21 | Danang Golf | Dai Phuoc Lotus | Vina Square | |||||
As at 30 June | As at 30 June | As at 30 June | As at 30 June | |||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Current | ||||||||
Assets | 17,600 | 48,478 | 39,082 | 25,806 | 26,998 | 34,829 | 185 | 122 |
Liabilities | (66,426) | (68,370) | (64,561) | (76,808) | (20,092) | - | (41,282) | (41,173) |
Total current net (liabilities)/assets | (48,826) | (19,892) | (25,479) | (51,002) | 6,906 | 34,829 | (41,097) | (41,051) |
Non-current | ||||||||
Assets | 123,017 | 73,537 | 84,174 | 102,278 | 58,712 | 55,663 | 85,639 | 85,663 |
Liabilities | (37,029) | (12,456) | (32,183) | (28,136) | - | (24,616) | (25,161) | (28,710) |
Total non-current net assets | 85,988 | 61,081 | 51,991 | 74,142 | 58,712 | 31,047 | 60,478 | 56,953 |
Net assets | 37,162 | 41,189 | 26,512 | 23,140 | 65,618 | 65,876 | 19,381 | 15,902 |
Summarised income statements
Century 21 | Danang Golf | Dai Phuoc Lotus | Vina Square | |||||
Year ended 30 June | Year ended 30 June | Year ended 30 June | Year ended 30 June | |||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Revenue | - | - | 4,826 | 4,129 | 10,730 | 14,409 | - | - |
(Loss)/profit before income tax | (3,252) | (5,834) | 4,830 | (14,455) | 307 | (4,944) | 4,146 | (19,856) |
Income tax (expense)/income | (2) | 2,577 | (1,748) | 4,474 | (78) | (1,880) | - | 1,806 |
Post-tax (loss)/profit from continuing operations | (3,254) | (3,257) | 3,082 | (9,981) | 229 | (6,824) | 4,146 | (18,050) |
Other comprehensive income | (773) | (1,272) | 290 | (882) | (487) | (943) | (667) | (1,029) |
Total comprehensive (loss)/income | (4,027) | (4,529) | 3,372 | (10,863) | (258) | (7,767) | 3,479 | (19,079) |
Total comprehensive income/(loss)allocated to non-controlling interests | (1,007) | (1,132) | 843 | (2,716) | (202) | (2,679) | 1,806 | (10,530) |
Summarised cash flow statements
Century 21 | Danang Golf | Dai Phuoc Lotus | Vina Square | |||||
Year ended 30 June | Year ended 30 June | Year ended 30 June | Year ended 30 June | |||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Net cash flows from operating activities | 6,180 | (3,136) | 1,743 | 494 | 2,305 | 8,776 | 199 | (17) |
Net cash flows from investing activities | (29,511) | (7,221) | (630) | (672) | (4,020) | (11,132) | (128) | - |
Net cash flows from financing activities | 24,181 | 10,393 | 80 | 218 | 1,352 | 189 | - | - |
Net increase/(decrease) in cash and cash equivalents | 850 | 36 | 1,193 | 40 | (363) | (2,167) | 71 | (17) |
The information above is before inter-company eliminations.
9 PREPAYMENTS FOR ACQUISITIONS OF INVESTMENTS
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Prepayments for acquisitions of investments | 74,509 | 80,733 |
Transfers (to)/from assets classified as held for sale | (16,355) | 7,422 |
────── | ────── | |
58,154 | 88,155 | |
Allowance for impairment | (17,006) | (22,474) |
────── | ────── | |
41,148 | 65,681 | |
══════ | ══════ |
Prepayments are made by the Group to property vendors where the final transfer of the property is pending the approval of the relevant authorities and/or is subject to either the Group or the vendor completing certain performance conditions set out in agreements.
As at 30 June 2014, due to market conditions, impairment allowances of USD17 million (30 June 2013: USD22.5 million) have been made against the prepayments for acquisitions of investments. The relevant recoverable amounts are fair values less costs to sell estimated by independent professional qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the properties for which these prepayments are made. Further information on the impairment of the Long An Services and Residential projects is disclosed in Note 3.2(b).
The valuations by the independent valuation companies are prepared based upon direct comparison with sales of other similar properties in the area and the expected future discounted cash flows of a property using a yield that reflects the risks inherent therein. Discount rates applied vary from 15% to 22% (2013: 15% to 22%). If the sales prices of similar properties had increased/decreased, it is expected that the recoverable amounts of these prepayments would have moved up/down accordingly. On the other hand, if discount rates had risen/dropped, their recoverable amounts would have decreased/increased as a result.
It is the Group's view that all of its prepayments for acquisitions of investments are in Level 3 of the fair value hierarchy. Their movements during the year are as follows:
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Opening balance | 65,681 | 66,591 |
Additions | 544 | 205 |
Impairment (Note 27) | (626) | (8,537) |
Disposals | (8,096) | - |
Transfers (to)/from assets classified as held for sale(*) | (16,355) | 7,422 |
────── | ────── | |
Closing balance | 41,148 | 65,681 |
══════ | ══════ |
(*) During the year, the Group's prepayments for the acquisition of the Marie Curie and Vung Bau projects were transferred to assets classified as held for sale. Their recoverable amounts are fair values less costs to sell, which are based on the selling prices agreed in the relevant sale and purchase agreements.
10 DEFERRED INCOME TAX ASSETS
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000
| |
Opening balance | 6,037 | 13,021 |
Net change in the year (*) | 2,168 | (6,984) |
Transfers to assets classified as held for sale | (385) | - |
Closing balance | ────── 7,820 ══════ | ────── 6,037 ══════ |
Deferred income tax asset to be recovered after more than 12 months | 7,698 |
5,665 |
Deferred income tax asset to be recovered within 12 months | 122 | 372 |
───── | ───── | |
7,820 | 6,037 | |
══════ | ══════ |
(*) The net change mainly arose from changes for tax provisions on fair value adjustments of investment properties and leasehold land and buildings during the year.
Deferred income tax assets are the amounts of income taxes to be recovered in future periods in respect of temporary differences between the carrying amounts of revalued assets and their tax bases.
Deferred income tax assets relating to the accumulated tax losses as at 30 June 2014 of USD22.5 million (30 June 2013: USD20.4 million) of the Group's subsidiaries subject to corporate income tax in Vietnam have not been recognised due to uncertainties as to the timing of their recoverability. Estimated tax losses available for offset against future taxable income are as follows:
Years of expiration
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
2014 | - | 848 |
2015 | 2,056 | 2,115 |
2016 | 4,808 | 4,864 |
2017 | 4,506 | 4,746 |
2018 | 6,030 | 7,869 |
2019 | 5,151 | - |
───── | ───── | |
22,551 | 20,442 | |
══════ | ══════ |
11 INVENTORIES
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000
| |
Opening balance | 121,510 | 141,243 |
Additions | 5,663 | 21,335 |
Transfers from investment properties (Note 5) | - | 1,515 |
Transfers to cost of sales | (22,173) | (42,296) |
Translation differences | (131) | (287) |
─────── | ─────── | |
104,869 | 121,510 | |
Provision for impairment | - | - |
─────── | ─────── | |
104,869 | 121,510 | |
═══════ | ═══════ |
During the year, the Group capitalised borrowing costs amounting to USD1.8 million (2013: USD3.2 million) into the value of inventories.
Inventories which belong to VinaCapital Danang Resort Limited and Vinh Thai Urban Development Corporation Limited with a total carrying value of USD39 million as at 30 June 2014 (30 June 2013: USD48.5 million) are pledged as security for bank borrowings disclosed in Note 18.
12 TRADE AND OTHER RECEIVABLES
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Non-current | ||
Receivables as compensation for property exchanged | 63,646 | 39,656 |
────── | ────── | |
Current | ||
Trade receivables | 3,494 | 7,628 |
Receivable from non-controlling interests | 140 | 573 |
Receivables from disposals of subsidiaries (*) | 6,048 | 10,436 |
Interest receivables | 9 | 15 |
Prepayments to suppliers | 1,212 | 6,186 |
Short-term prepaid expenses | 635 | 1,404 |
Advances for land compensation | 3,366 | 3,386 |
Advances to employees | 74 | 260 |
Other receivables | 1,503 | 1,746 |
────── | ─────── | |
16,481 | 31,634 | |
Allowance for impairment | (1,755) | - |
────── 14,726 ══════ | ────── 31,634 ══════ |
(*) Receivables from disposals of subsidiaries represent the final settlements upon completion of the transfer of ownership of subsidiaries to the buyers in accordance with the relevant sale and purchase agreements.
All trade and other receivables are short-term in nature and their carrying values, after allowances for impairment, approximate their fair values at the date of the consolidated balance sheet.
13 CASH AND CASH EQUIVALENTS
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Cash on hand | 52 | 408 |
Cash at banks | 42,155 | 7,294 |
Cash equivalents | 11,687 | 8,794 |
────── | ────── | |
53,894 | 16,496 | |
══════ | ══════ |
Cash equivalents include short-term highly liquid investments with original maturities of three months or less.
At 30 June 2014, cash and cash equivalents held at the Company level amounted to USD39.8 million (30 June 2013: USD3.4 million). The remaining balance of cash and cash equivalents is held by subsidiaries in Vietnam. Cash held in Vietnam is subject to restrictions imposed by co-investors and the Vietnamese government and therefore it cannot be transferred out of Vietnam unless such restrictions are satisfied.
14 FINANCIAL INSTRUMENTS BY CATEGORY
As at 30 June 2014
Loans and receivables | Assets at fair value through profit or loss |
Total | |
USD'000 | USD'000 | USD'000 | |
Assets as per consolidated balance sheet | |||
Non-current: | |||
Long-term investments | 1,369 | - | 1,369 |
Compensation receivable for property exchanged | 63,646 | - | 63,646 |
Current: | |||
Trade receivables | 3,494 | - | 3,494 |
Receivables from non-controlling interests | 140 | - | 140 |
Receivables from disposals of subsidiaries | 6,048 | - | 6,048 |
Interest receivables | 9 | - | 9 |
Receivables from related parties | 2,215 | - | 2,215 |
Short-term investments | 4,257 | - | 4,257 |
Financial assets at fair value through profit or loss | - | 767 | 767 |
Cash and cash equivalents | 53,894 | - | 53,894 |
Total | ───── 135,072 | ───── 767 | ───── 135,839 |
═════ | ═════ | ═════ |
As at 30 June 2014
Other financial liabilities at amortised cost | Liabilities at fair value through profit or loss | Total | |
USD'000 | USD'000 | USD'000 | |
Liabilities as per consolidated balance sheet | |||
Non-current: | |||
Bank borrowings and debts | 120,134 | - | 120,134 |
Trade and other payables | 31,380 | - | 31,380 |
Payables to related parties | 31,323 | - | 31,323 |
Current: | |||
Bank borrowings and debts | 13,969 | - | 13,969 |
Payables to related parties | 2,993 | - | 2,993 |
Trade payables | 957 | - | 957 |
Payables for property acquisitions and land compensation | 25,862 | - | 25,862 |
Financial liabilities at fair value through profit and loss | - | 259 | 259 |
Interest payables | 1,074 | - | 1,074 |
Other accrued liabilities | 416 | - | 416 |
Other payables | 3,206 | - | 3,206 |
Total | ────── 231,314 | ──── 259 | ────── 231,573 |
══════ | ════ | ══════ |
As at 30 June 2013
Loans and receivables | Assets at fair value through profit or loss |
Total | |||
USD'000 | USD'000 | USD'000 | |||
Assets as per consolidated balance sheet | |||||
Non-current: | |||||
Receivable from a related party | 960 | - | 960 | ||
Compensation receivable for property exchanged | 39,656 | - | 39,656 | ||
Current: | |||||
Trade receivables | 7,628 | - | 7,628 | ||
Receivables from non-controlling interests | 573 | - | 573 | ||
Receivables from disposals of subsidiaries | 10,436 | - | 10,436 | ||
Interest receivables, net of impairment | 15 | - | 15 | ||
Receivables from related parties | 427 | - | 427 | ||
Short-term investments | 2,997 | - | 2,997 | ||
Financial assets at fair value through profit or loss | - | 2,992 | 2,992 | ||
Cash and cash equivalents | 16,496 | - | 16,496 | ||
Total | ───── 79,188 | ───── 2,992 | ───── 82,180 | ||
═════ | ═════ | ═════ | |||
As at 30 June 2013
Other financial liabilities at amortised cost | ||
USD'000 | ||
Liabilities as per consolidated balance sheet | ||
Non-current: | ||
Bank borrowings and debts | 83,892 | |
Trade and other payables | 34,090 | |
Payable to a related party | 28,218 | |
Current: | ||
Bank borrowings and debts | 12,202 | |
Payables to related parties | 9,042 | |
Trade payables | 7,724 | |
Payables for property acquisitions and land compensation | 22,057 | |
Interest payables | 164 | |
Other accrued liabilities | 5,721 | |
Other payables | 3,662 | |
Total | ────── 206,772 | |
══════ |
15 ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
30 June 2014 | |||||
Attributable to | |||||
| Assets classified as held for sale | Liabilities classified as held for sale | Net assets classified as held for sale | Non-controlling interests | Equity shareholders of the parent |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Roxy Assets (Singapore) Pte. Limited |
34,451 |
18,628 |
15,823 |
3,956 |
11,867 |
Marie Curie project | 10,749 | - | 10,749 | - | 10,749 |
Vung Bau project | 5,606 | 1,000 | 4,606 | - | 4,606 |
───── 50,806 ═════ | ────── 19,628 ══════ | ───── 31,178 ═════ | ───── 3,956 ═════ | ───── 27,222 ═════ |
The assets and liabilities relating to Roxy Assets (Singapore) Pte. Limited, which holds a 100% interest in Roxy Vietnam Co. Ltd., the owner of the Movenpick Hanoi Hotel, Marie Curie Project and Vung Bau Project have been presented as held for sale following the signing of the relevant sale and purchase agreements.
It is the Group's view that all of its assets and liabilities classified as held for sales are in Level 3 of the fair value hierarchy. The major classes of assets and liabilities of USD50.8 million and USD19.6 million and their movements during the year are as follows:
30 June 2013 |
Transfers in |
Disposal | 30 June 2014 | |
USD'000 | USD'000 | USD'000 | USD'000 | |
Assets classified as held for sale | ||||
Property, plant and equipment (net of accumulated depreciation) |
- |
54,775 |
(26,935) |
27,840 |
Intangible assets (net of accumulated amortisation) | - | 10,302 | (7,040) | 3,262 |
Prepayment for operating leases | - | 233 | - | 233 |
Deferred income tax assets | - | 385 | - | 385 |
Other non-current assets | - | 93 | - | 93 |
Inventories | - | 466 | (402) | 64 |
Trade and other receivables | - | 2,439 | (391) | 2,048 |
Prepayments for acquisition of investments | - | 16,355 | - | 16,355 |
Cash and cash equivalents | - | 2,786 | (2,260) | 526 |
───── | ───── | ───── | ───── | |
- | 87,834 | (37,028) | 50,806 | |
───── | ───── | ───── | ───── | |
Liabilities classified as held for sale | ||||
Borrowings and debts | - | 18,439 | (3,236) | 15,203 |
Trade and other payables | - | 7,501 | (3,076) | 4,425 |
───── | ───── | ───── | ───── | |
- | 25,940 | (6,312) | 19,628 | |
───── | ───── | ───── | ───── | |
Net assets classified as held for sale | - ═════ | 61,894 ═════ | (30,716) ═════ | 31,178 ═════ |
A building, equipment and construction project in progress which belongs to Roxy Vietnam Co. Ltd. with a total carrying value of USD27.8 million as at 30 June 2014 (30 June 2013: USD15.5 million) are pledged as security for bank borrowings disclosed in liabilities classified as held for sale.
During the year, the assets and liabilities of Vina Properties (Singapore) Pte. Limited and its subsidiary were reclassified as held for sale and were subsequently disposed of. This disposal is disclosed in Note 8(b).
There were no assets and liabilities classified as held for sale as at 30 June 2013.
16 SHARE CAPITAL
30 June 2014 | 30 June 2013 | ||||
Number of shares
|
USD'000 | Number of shares |
USD'000 | ||
Authorised: Ordinary shares of USD0.01 each |
500,000,000 ───────── | 5,000 ───── |
500,000,000 ───────── |
5,000 ───── | |
Issued and fully paid: | |||||
Opening balance | 481,298,227 | 4,813 | 493,487,622 | 4,935 | |
Shares purchased and cancelled | (22,571,147) | (226) | (12,189,395) | (122) | |
Closing balance | ────────── 458,727,080 ══════════ | ───── 4,587 ═════ | ────────── 481,298,227 ══════════ | ───── 4,813 ═════ |
The Company considers investors holding more than a 10% beneficial interest in the ordinary shares of the Company as major shareholders. As at 30 June 2014, there were two investors that held more than 10% of the ordinary shares of the Company (30 June 2013: two).
During the year ended 30 June 2014, the Company purchased and cancelled 22,571,147 of its ordinary shares (30 June 2013: 12,189,395 shares) for a total cash consideration of USD12.1 million (30 June 2013: USD5.6 million) at an average cost of USD0.54 per share (30 June 2013: USD0.46 per share). The difference between the cost of the shares repurchased and their net asset value has been recorded in an equity reserve.
17 ADDITIONAL PAID-IN CAPITAL
Additional paid-in capital represents the excess of consideration received over the par value of shares issued.
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Opening balance | 567,374 | 580,835 |
Shares repurchased and cancelled (Note 16) | (20,382) | (13,461) |
Closing balance | ─────── 546,992 ═══════ | ─────── 567,374 ═══════ |
18 REVALUATION RESERVE
30 June 2013 | 30 June 2013 | |
USD'000 | USD'000 | |
Opening balance | - | 4,186 |
Revaluation gain on buildings | 10,696 | 1,469 |
Transfer of share of revaluation gain attributable to non-controlling interests |
(2,674) |
(545) |
Disposal of a subsidiary | - | (5,110) |
───── | ───── | |
8,022 | - | |
═════ | ═════ |
19 BORROWINGS AND DEBTS
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Long-term borrowings: | ||
Bank borrowings | 102,521 | 92,913 |
Loans from non-controlling interests | 1,980 | 1,298 |
Zero dividend preference shares | 26,298 | - |
Less: | ||
Current portion of long-term borrowings and debts | (10,665) | (10,319) |
────── 120,134 ────── | ────── 83,892 ────── | |
Short-term borrowings: | ||
Bank borrowings | 3,304 | 1,883 |
Current portion of long-term borrowings | 10,665 | 10,319 |
────── 13,969 ────── | ────── 12,202 ────── | |
Total borrowings and debts | 134,103 ══════ | 96,094 ══════ |
i) Borrowings
Borrowings mature at a range of dates until September 2024 and bear average annual interest rates of 12% for amounts in VND and 3.75% for amounts in USD (30 June 2013: 13% for amounts in VND and 6% for amounts in USD). USD14.8 million of the Group's borrowings bears fixed interest rates and the remaining is subject to floating interest rates.
All bank borrowings are secured by certain investment properties and inventories of the Group (Notes 5 and 11).
During the year, the Group capitalised borrowing costs amounting to USD6.9 million
(2013: USD7.7 million) in qualifying assets (Notes 5 and 11).
The maturity of the Group's borrowings at the end of the reporting year is as follows:
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
6 months or less | 5,332 | 5,159 |
6-12 months 1-5 years | 8,637 93,836 | 7,044 83,069 |
Over 5 years | - | 822 |
─────── 107,805 ═══════ | ────── 96,094 ══════ |
The fair value of current borrowings equals their carrying amounts, as the impact of discounting is not significant. The fair value of long-term bank borrowings is USD93.4 million (30 June 2013: USD83.9 million). These are Level 2 fair values which are estimated using the discounted cash flow method.
The Group's borrowings are denominated in the following currencies:
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
VND | 106,586 | 75,016 |
USD | 1,219 | 21,078 |
─────── 107,805 ═══════ | ────── 96,094 ══════ |
During the year, the Group's subsidiaries borrowed USD59.3 million (30 June 2013: USD23.4 million) from banks to finance working capital and property development activities.
ii) Zero dividend preference shares
VinaLand ZDP Ltd., a subsidiary of the Company, issued 15 million zero dividend preference shares with a par value of GBP1.00 per share on 17 December 2013. The ZDP Shares have a three-year term and provide a gross redemption yield of 8%. They were admitted to the standard listing segment of the Official List of the UK Listing Authority and trading on the London Stock Exchange's main market on 20 December 2013.
The fair value of the ZDP Shares as at 30 June 2014 is USD26.3 million. This is a Level 1 fair value based on market quotes on 30 June 2014.
20 NON-CURRENT TRADE AND OTHER PAYABLES
The balance as at 30 June 2014 includes VND535 billion, equivalent to USD25.1 million (30 June 2013: VND606 billion, equivalent to USD28.6 million) due to a minority shareholder in a joint venture company representing the remaining amount payable to reimburse land acquisition costs incurred by that shareholder. The balance will be paid within 12 months of the Company's obtaining a land use rights certificate under its name. The Investment Manager believes that the balance is non-current because it is unlikely that the certificate will be issued before the end of December 2014 and payment could be delayed to 12 months later.
21 DEFERRED INCOME TAX LIABILITIES
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Opening balance | 27,594 | 50,360 |
Net reversal during the year from fair value adjustments of investment properties and property, plant and equipment | (5,839) |
(22,766) |
Closing balance | ────── 21,755 ══════ | ────── 27,594 ══════ |
Deferred income tax liabilities to be recovered after more than 12 months | 20,693 |
24,602 |
Deferred income tax liabilities to be recovered within 12 months | 1,062 |
2,992 |
────── | ────── | |
21,755 | 27,594 | |
══════ | ══════ |
Deferred income tax liabilities are the amounts of income taxes for settlement in future periods in respect of temporary differences between the carrying amounts of revalued assets and their tax bases.
22 TRADE AND OTHER PAYABLES
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Trade payables | 957 | 7,724 |
Payables for property acquisitions and land compensation | 25,862 | 22,057 |
Deposits from property buyers | 20,195 | 3,750 |
Deposits from customers of residential projects | 33,639 | 39,381 |
Interest payables | 1,074 | 164 |
Other accrued liabilities | 416 | 5,721 |
Other payables | 3,206 | 3,662 |
─────── 85,349 ═══════ | ─────── 82,459 ═══════ |
All trade and other payables are short-term in nature. Their carrying values approximate their fair values as at the date of the consolidated balance sheet.
23 REVENUE
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Sales of residential projects | 27,526 | 42,558 |
Hospitality activities | 13,599 | 24,845 |
────── 41,125 ══════ | ────── 67,403 ══════ |
24 COST OF SALES
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Residential projects | 23,793 | 44,592 |
Hospitality activities | 8,075 | 16,564 |
────── 31,868 ══════ | ────── 61,156 ══════ |
Cost of sales include raw material and consumable used, construction costs, land costs, depreciation and amortisation, staff costs, outside service costs and other expenses.
The analysis of cost of sales based on nature of expenses is as follows:
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Raw materials and consumable used | 2,524 | 2,842 |
Construction costs | 14,894 | 28,933 |
Land costs | 3,723 | 10,833 |
Depreciation and amortisation | 3,198 | 7,317 |
Staff costs | 3,461 | 2,974 |
Outside service costs | 760 | 1,526 |
Other expenses | 3,308 | 6,731 |
────── | ────── | |
31,868 | 61,156 | |
═════ | ═════ |
25 NET LOSS ON FAIR VALUE ADJUSTMENTS OF INVESTMENT PROPERTIES AND REVALUATIONS OF PROPERTY, PLANT AND EQUIPMENT
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Investment properties | ||
By real estate sector: | ||
- Commercial | 234 | (768) |
- Residential and office buildings | (19,360) | (48,638) |
- Mixed use | 429 | (33,830) |
────── | ────── | |
(18,697) | (83,236) | |
Property, plant and equipment | ||
- Hospitality | 12,999 | (2,119) |
Net loss on fair value adjustments of investment properties and revaluations of property, plant and equipment
| ──────
(5,698) ══════ | ──────
(85,355) ══════ |
26 SELLING AND ADMINISTRATION EXPENSES
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Management fees (Note 35) | 7,841 | 9,282 |
Professional fees (*) | 4,744 | 6,840 |
Listing expenses | 1,152 | - |
Depreciation and amortisation (*) | 1,657 | 843 |
General and administration expenses (*) | 5,361 | 8,122 |
Staff costs (*) | 3,834 | 5,253 |
Others (*) | 1,298 | 3,054 |
────── 25,887 ══════ | ────── 33,394 ══════ |
(*) These expenses primarily relate to the operating activities of the Group's subsidiaries. Note 31 contains further information in respect to ongoing charges incurred by the Company.
27 IMPAIRMENT OF ASSETS
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
(Reversal of)/impairment of prepayments for acquisitions of investments | (626) | 8,537 |
Impairment of goodwill | - | 3,923 |
Impairment of trade and other receivables | 1,755 | 397 |
| ────── 1,129 ══════ | ────── 12,857 ══════ |
28 FINANCE INCOME
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Interest income | 1,994 | 2,455 |
Realised foreign exchange gains | 53 | 25 |
Dividends | 63 | 51 |
───── 2,110 ═════ | ───── 2,531 ═════ |
29 FINANCE EXPENSES
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Realised foreign exchange losses | 169 | 1,035 |
Unrealised foreign exchange losses | 384 | 453 |
Interest expense | 7,017 | 5,869 |
Others | 61 | 14 |
────── 7,631 ══════ | ────── 7,371 ══════ |
30 INCOME TAX
VinaLand Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there are no income, corporation, capital gains or other taxes payable by the Company.
The majority of the Group's subsidiaries are domiciled in the British Virgin Islands ("BVI") and so have a tax exempt status. A number of subsidiaries are established in Vietnam and Singapore and are subject to corporate income tax in those countries.
On 19 June 2013, the Vietnamese National Assembly approved a new corporate income tax law. Under the new law, the standard corporate income tax was reduced from 25% to 22% effective 1 January 2014. A further reduction in tax rate to 20% will become effective on 1 January 2016. A provision of USD0.5 million has been made for corporate income tax payable by the Vietnamese subsidiaries for the year (30 June 2013: USD0.6 million).
The relationship between the expected tax expense based on the applicable tax rate of 0% and the tax expense actually recognised in the consolidated income statement can be reconciled as follows:
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Group's loss before tax | (32,446) | (131,608) |
Group's loss multiplied by applicable tax rate (0%) | - | |
Current income tax expenses for subsidiaries | (462) | (607) |
Deferred income tax (*) | 5,488 | 15,782 |
───── | ───── | |
Income tax | 5,026 | 15,175 |
═════ | ═════ |
(*) This amount represents the net deferred income tax income/(expense) which arises from the gains and losses on fair value adjustments of investment properties and property, plant and equipment and the reversal of deferred income tax assets and liabilities as a result of changes to assumptions during the year.
31 LOSS AND NET ASSET VALUE PER SHARE
(a) Basic
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Loss attributable to owners of the Company from continuing and total operations (USD'000) | (24,193) | (90,137) |
Weighted average number of ordinary shares in issue | 477,090,363 | 483,978,820 |
Basic loss per share from continuing and total operations (USD/share) | (0.05) | (0.19) |
────────── | ───────── |
(b) Diluted
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has no category of potential dilutive ordinary shares. Therefore, diluted loss per share is equal to basic loss per share.
(c) Net asset value per share
As at | ||
30 June 2014 | 30 June 2013 | |
Net asset value (USD'000) | 420,134 | 446,778 |
Number of outstanding ordinary shares in issue | 458,727,080 | 481,298,227 |
Net asset value per share (USD/share) | 0.92 | 0.93 |
───────── | ────────── |
32 TOTAL EXPENSES RATIO
1 | For the year ended | |
30 June 2014 | 30 June 2013 | |
Total expenses ratio | 2.31% | 2.15% |
Realisation fees | - | - |
────── | ────── | |
Total expenses ratio plus realisation fees | 2.31% | 2.15% |
══════ | ══════ |
The total expenses ratio has been calculated in accordance with the Association of Investment Companies ("AIC") recommended methodology dated May 2012. It is the ratio of annualised ongoing charges over the average undiluted net asset value during the year.
The total expenses ratio includes management fees, directors' fees and expenses, recurring audit and tax services, custody and fund administration services, fund accounting services, secretarial services, registrars' fees, public relations fees, insurance premiums, regulatory fees and similar charges.
33 COMMITMENTS
As at the balance sheet date, the Group was committed under lease agreements to paying the following future amounts:
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Within one year | 282 | 304 |
From two to five years | 550 | 915 |
Over five years | 5,357 | 1,330 |
────── | ────── | |
6,189 | 2,549 | |
══════ | ══════ |
As at 30 June 2014, the Group was also committed under construction agreements to pay USD16.4 million (30 June 2013: USD23.3 million) for future construction work of the Group's properties held by subsidiaries.
The Company's subsidiaries and associates have a broad range of commitments relating to investment projects under agreements it has entered into and investment licences it has received. Further investment in any of these arrangements is at the Group's discretion. The Investment Manager has estimated that, based on the development plan for each project, approximately USD29.9 million (30 June 2013: USD31.2 million) will be used to fund these projects over the next three years.
34 DIRECTORS' FEES AND MANAGEMENT'S REMUNERATION
The aggregate annual directors' fees amounted to USD199,425 (year ended 30 June 2013: USD211,952) of which there were no outstanding payables at the reporting date (30 June 2013: nil).
The details of annual remuneration by director are summarised below:
Year ended | ||
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Charles Isaac | 41.9 | 37.5 |
Daniel McDonald | 16.4 | - |
Michael Arnold | - | 24.5 |
Michel Casselman | 41.9 | 37.5 |
Nicholas Allen | 41.9 | 37.5 |
Nicholas Brooke | 41.9 | 37.5 |
Stanley Chou | 15.4 | 37.5 |
──── 199.4 ════ | ──── 212 ════ |
The other directors in office during the year and prior year did not receive any fee.
35 RELATED PARTY TRANSACTIONS AND BALANCES
Management fees
The Group is managed by VinaCapital Investment Management Limited (the "Investment Manager"), an investment management company incorporated in the Cayman Islands, under a management agreement effective 21 November 2012 (the "Amended Management Agreement").
Under the Amended Investment Management Agreement the management fee from 21 November 2012 is now fixed at USD8.25 million for the subsequent 12 months, USD7.5 million for the next 12 months and USD6.5 million for the next 12 months.
Total management fees for the year amounted to USD7,841,096 (30 June 2013: USD9,281,805), with USD639,941 (30 June 2013: USD633,777) in outstanding accrued fees due to the Investment Manager at the date of the consolidated balance sheet.
Performance fees
Under the Former Management Agreement prior to 21 November 2012, the Investment Manager was also entitled to a performance fee equal to 20% of the annual increase in net asset value over the higher of realised returns over an annualised hurdle rate of 8% (30 June 2012: hurdle rate 8%) and a high-water-mark. Under this arrangement, no performance fee was charged for the year (30 June 2013: nil), but USD28,218,000 (30 June 2013: USD28,218,000) of performance fees had been accrued as payable, which had been earned during prior years. On 21 November 2012, under the Amended Management Agreement, the Investment Manager's entitlement to the accrued performance fee and any future performance fees under the Former Management Agreement were cancelled and a new realisation fee, equivalent to the amount of accrued performance fees due and outstanding to the Investment Manager at 20 November 2012, was introduced.
Realisation fees
In accordance with the Amended Management Agreement, the Investment Manager is entitled to a realisation fee of up to USD28,218,000 based upon the level of distributions made to shareholders from contracted divestments of assets signed prior to 21 November 2015 . An amount of USD27,297,613 (30 June 2013: USD28,218,000) was accrued as a liability for realisation fees payable to the Investment Manager as at 30 June 2014.
Credit facility
In accordance with a facility agreement between the Group and the Investment Manager relating to the Zero Dividend Preference share issuance in December 2013, the Investment Manager has undertaken to provide a loan facility to the Group until 30 June 2015 to meet the working capital requirements of the Group and its subsidiaries. The Investment Manager has made available a USD loan facility of a maximum amount equivalent to (i) USD1,200,000 plus (ii) the cumulative amount of management fees that the Investment Manager has received from the Group since the commencement of the facility. Any amounts outstanding under this facility will be subject to interest at the rate of 13 percent per annum. The funds can only be drawn upon if the Company experiences a cash shortfall and no distributions can be made to shareholders if any amounts are outstanding under the facility. As at 30 June 2014, the Group had not drawn down any amounts from this facility.
Details of payables to related parties at the date of the consolidated balance sheet are as below:
30 June 2014 | 30 June 2013 | ||||
Relationship | Balances | USD'000 | USD'000 | ||
| |||||
Non-current |
| ||||
VinaCapital Investment Management Ltd. | Investment Manager | Realisation fees | 27,298 | 28,218 |
|
VinaCapital Corporate Finance Vietnam Ltd. | Affiliate of Investment Manager |
Loan Interest | 2,347 1,678 | - - |
|
────── | ────── |
| |||
31,323 | 28,218 |
| |||
══════ | ══════ |
| |||
Current |
| ||||
VinaCapital Vietnam Opportunity Fund Limited ("VOF) | Under common management | Tax and other payments on behalf | 959 | 1,687 |
|
Disposals of real estate projects | - | 797 |
| ||
Loans | - | 663 |
| ||
VinaCapital Investment Management Ltd. | Investment Manager | Management fees | 640 | 634 |
|
Development fees and advances for real estate projects | 1,394 | 1,664 |
| ||
VinaCapital Corporate Finance Vietnam Ltd. | Affiliate of Investment Manager | Loans Interest | - - | 2,394 1,203 |
|
────── | ────── |
| |||
2,993 | 9,042 |
| |||
══════ | ══════ |
|
As at 30 June 2014 and 30 June 2013, receivables from related parties mainly relate to amounts due from VOF pertaining to advances for jointly invested real estate projects.
The interests of the related parties in the shares, underlying shares and debentures of the Company are as follows:
As at | ||
30 June 2014 | 30 June 2013 | |
Number of shares | ||
Vietnam Master Holding 2 Limited(*) | 36,216,326 | 36,216,326 |
VinaCapital Group Limited | 993,333 | 993,333 |
VinaCapital Investment Management Limited | 79,250 | 79,250 |
───────── | ────────── |
(*) Vietnam Master Holding 2 Limited is a wholly-owned subsidiary of VOF.
36 FINANCIAL RISK MANAGEMENT
Financial risk factors
The Group invests in a diversified property portfolio in Vietnam with the objective to provide shareholders a potential capital growth.
The Group is exposed to a variety of financial risks: market risk (including price risk, currency risk and interest rate risk); credit risk; and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group's risk management is coordinated by its Investment Manager who manages the distribution of the assets to achieve the investment objectives. The most significant financial risks to which the Group is exposed are described below.
Foreign exchange risk
The Group's exposure to risk resulting from changes in foreign currency exchange rates is moderate as although transactions in Vietnam are settled in the VND, the value of the VND has historically been closely linked to that of the USD, the presentation currency. The value of real estate in Vietnam is based on pricing that is a combination of VND, USD and gold. For this reason, a decline in the value of the VND against the USD does not necessarily mean proportionately lower prices will be obtained in USD.
The Group converted the proceeds from the ZDP share issue from GBP to USD. The Group has entered into a cross currency swap with a bank to hedge its future cash flows against fluctuations in the GBP/USD exchange rate.
The Group has not entered into any other hedging mechanism as the estimated benefits of available instruments outweigh their cost. On an ongoing basis the Investment Manager analyses the current economic environment and expected future conditions and decides the optimal currency mix considering the risk of currency fluctuation, interest rate return differentials and transaction costs. The Investment Manager updates the Board regularly and reports on any significant changes for further actions to be taken.
The Group's financial assets' and liabilities' exposures to risk of fluctuations in exchange rates at the reporting dates are as follows:
Short-term exposure | Long-term exposure | |||
30 June 2014 | VND | USD | VND | USD |
(USD as functional currency) | (VND as functional currency) | (USD as functional currency) | (VND as functional currency) | |
USD'000 | USD'000 | USD'000 | USD'000 | |
Financial assets | 11,380 | 3,175 | - | - |
Financial liabilities | (1,908) | (10,944) | - | - |
────── | ────── | ────── | ────── | |
Net exposure | 9,472 | (7,769) | - | - |
══════ | ══════ | ══════ | ══════ |
Short-term exposure | Long-term exposure | |||
30 June 2013 | VND | USD | VND | USD |
(USD as functional currency) | (VND as functional currency) | (USD as functional currency) | (VND as functional currency) | |
USD'000 | USD'000 | USD'000 | USD'000 | |
Financial assets | 14,322 | 3,575 | - | - |
Financial liabilities | - | (4,529) | - | (15,330) |
────── | ────── | ────── | ────── | |
Net exposure | 14,322 | (954) | - | (15,330) |
══════ | ══════ | ══════ | ══════ |
The functional currency of the Company is the USD. The functional currencies of the Group's subsidiaries in the BVI and Singapore are the USD while those of its Vietnamese subsidiaries are the VND. The Group's exposure to currency risk arises from VND denominated balances at the BVI and Singapore levels and USD denominated balances at the Vietnamese level.
At 30 June 2014, if the VND weakened/strengthened by 5% (30 June 2013: 5%), post-tax loss for the year would have been USD0.8 million (30 June 2013: USD2.2 million) higher/lower.
Price risk sensitivity
Price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. As the majority of the Group's financial instruments are carried at fair value with fair value changes recognised in the consolidated income statement, all changes in market conditions will directly affect net investment income.
The Group invests in real estate projects and is exposed to market price risk. If the prices of real estate had increased/decreased by 10%, post-tax loss for the year would have been USD41.4 million lower/higher (30 June 2013: USD42.7 million).
Cash flow and fair value interest rate sensitivity
The Group's exposure to interest rate risk is related to interest bearing financial assets and financial liabilities. Cash and cash equivalents, bank deposits and bonds are subject to interest at fixed rates.
The Group currently has all financial liabilities with floating interest rates which are disclosed in Note 19 to the consolidated financial statements. This is the maximum exposure of the Group to cash flow interest rate risk.
At 30 June 2014, if interest rates had been 0.5% (30 June 2013: 0.5%) higher/lower with all other variables held constant, post-tax loss for the year would have been USD0.53 million higher/lower (30 June 2013: post-tax loss for the year would have been USD0.47 million lower/higher).
The Investment Manager is responsible for the Group's cash flow planning and cash management, including borrowings. While the Group's subsidiaries may work directly with financial institutions to raise project financing, the Investment Manager has the overall responsibility for relations with financial institutions and is kept informed or involved in all financing activities.
The Investment Manager is involved from the early stage of the negotiation processes to ensure that the right structure and strategy are set at the beginning of each project. The Investment Manager is also responsible for ensuring the structure, pricing, financial ratios/covenants and other conditions are achievable and that repayment obligations can be met.
Credit risk analysis
Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. Impairment provisions are provided for losses that have been incurred by the Group at the reporting date.
The Investment Manager maintains a list of approved banks for holding deposits and set aggregate limits for deposits or exposures to individual banks. While this list is formally reviewed at least monthly, it is updated to reflect developments in the market on a timely basis as information becomes available.
The Group's exposure to credit risk is limited to the carrying amounts of financial assets recognised at the reporting date, analysis by credit quality is as follows:
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Current and not impaired | 64,123 | 27,803 |
Past due but not impaired, less than 6 months | - | 106 |
Past due but not impaired, more than 6 months | 69,194 | 51,279 |
Past due and impaired | 1,755 | - |
────── | ────── | |
135,072 | 79,188 | |
Less: Allowance for impairment | (1,755) | - |
Total
| ────── 133,317 ══════ | ────── 79,188 ══════ |
30 June 2014 | 30 June 2013 | ||
USD'000 | USD'000 | ||
Neither past due nor impaired: | |||
Long-term investments | 1,369 | - | |
Short-term investments | 4,257 | 2,997 | |
Cash and cash equivalents | 53,894 | 16,496 | |
Receivable from a related party | 960 | 960 | |
Trade receivables | 3,494 | 6,762 | |
Interest receivables | 9 | 15 | |
Receivable from non-controlling interests | 140 | 573 | |
────── 64,123 ══════ | ────── 27,803 ══════ | ||
Past due but not impaired: | |||
Compensations receivable for property exchanged | 63,646 | 39,656 | |
Receivables from disposals of subsidiaries | 4,293 | 10,436 | |
Trade receivables | - | 866 | |
Receivables from related parties | 1,255 | 427 | |
────── 69,194 ══════ | ────── 51,385 ══════ | ||
Past due but not impaired: | |||
Receivables from related parties | 1,755 | - | |
────── 1,755 ────── | ────── - ────── | ||
Less: Allowance for impairment | (1,755) | - | |
Total trade and other receivables, net of provision for impairment | ────── 133,317 | ────── 79,188 | |
══════ | ══════ | ||
As at 30 June 2014, USD1.8 million had been provided for receivables from disposal of subsidiaries that the Group expected to be uncollectible (30 June 2013: nil).
Cash and cash equivalents and short-term investments are held at international and local banks and financial institutions which do not have histories of default.
The Group has no other significant concentrations of credit risk.
In accordance with the Group's policy, the Investment Manager continuously monitors the Group's credit position on a monthly basis, identified either individually or by group, and incorporates this information into its credit controls.
The Investment Manager reconsiders the valuations of financial assets that are impaired or overdue at each reporting date based on the payment status of the counterparties, recoverability of receivables, and prevailing market conditions.
Liquidity risk analysis
Liquidity risk is the risk that the Group will experience difficulty in either realising assets or otherwise raising sufficient funds to satisfy commitments associated with investments and financial instruments. There is an inherent liquidity risk associated with the Company's primary business, being property investment. As a consequence, the value of the majority of the Company's investments cannot be realised as quickly as other investments such as cash or listed equities. Furthermore, the development and realisation of the Company's property investments will normally require access to debt financing at a reasonable cost or shareholder loans from the Company's surplus funds and its co-investors.
The Company seeks to minimise liquidity risk through:
· Preparing and monitoring cash flow forecasts for each investment project and the Company;
· Arranging financing to fund real estate developments as required; and
· Providing ample lead times for the disposal of assets and realisation of cash.
At year end, the Group's financial liabilities have contractual maturities which are summarised follows:
Current Non-current
30 June 2014 | Within 6 months | 6 to 12 months | From 1 to 5 years | Over 5 years |
USD'000 | USD'000 | USD'000 | USD'000 | |
Trade and other payables | 5,653 | 25,862 | 31,548 | - |
Short-term borrowings | 5,333 | 8,637 | - | - |
Payables to related parties (*) | 2,993 | - | 31,323 | - |
Long-term borrowings and debts | - | - | 108,982 | - |
Zero dividend preference shares | - | - | 32,074 | - |
Loans from non-controlling interests | - | - | 2,147 | - |
| ───── 13,979 ═════ | ───── 34,499 ═════ | ────── 206,074 ══════ | ────── - ══════ |
Current Non-current
30 June 2013 | Within 6 months | 6 to 12 months | From 1 to 5 years | Over 5 years |
USD'000 | USD'000 | USD'000 | USD'000 | |
Trade and other payables | 13,609 | 25,719 | 34,090 | - |
Short-term borrowings | 5,159 | 7,043 | - | - |
Payables to related parties (*) | 3,196 | 5,846 | 28,218 | - |
Long-term borrowings and debts | - | - | 95,663 | 823 |
Loans from non-controlling interests | - | - | 1,298 | - |
| ────── 21,964 ══════ | ────── 38,608 ══════ | ─────── 159,269 ═══════ | ────── 823 ══════ |
(*) Payables to related parties are primarily shareholder loans from related parties to jointly owned subsidiaries. These loans are not repayable until the respective subsidiaries have sufficient cash to repay these obligations.
The above contractual maturities reflect the gross cash flows, which may differ from the carrying value of the liabilities at year end .
Capital management
The Group's capital management objectives are:
· To ensure the Group's ability to continue as a going concern;
· To provide investors with an attractive level of investment income; and
· To preserve a potential capital growth level.
The Group considers the capital to be managed as equal to the net assets attributable to the equity shareholders of the parent. The Group is not subject to any externally imposed capital requirements. The Group has engaged the Investment Manager to allocate the net assets in such a way so as to generate a reasonable investment returns for its shareholders and to ensure that there is sufficient funding available for the Company to continue as a going concern.
Capital as at year end is summarised as follows:
30 June 2014 | 30 June 2013 | |
USD'000 | USD'000 | |
Net assets attributable to the equity shareholders of the parent |
420,134 |
446,778 |
═══════ | ═══════ |
Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The difference levels have been defined as follows:
· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
· Level 3: Inputs for the asset or liability that are not based on observable market data
(that is, unobservable inputs).
The level within which the financial asset is classified is determined based on the lowest level of significant input to the fair value measurement.
The financial assets and financial liabilities measured at fair value in the consolidated balance sheet are grouped into the fair value hierarchy as follows:
Level 1 | Level 2 | Level 3 | Total | ||
As at 30 June 2014 | USD'000 | USD'000 | USD'000 | USD'000 | |
Financial assets held at fair value through profit or loss | |||||
- Ordinary shares - unlisted | - | 750 | - | 750 | |
- Derivatives | - | 17 | - | 17 | |
Financial liabilities - Derivatives |
- ══════ |
(259) ═════ |
- ═════ |
(259) ═════ | |
Level 1 | Level 2 | Level 3 | Total |
| |
As at 30 June 2013 | USD'000 | USD'000 | USD'000 | USD'000 |
|
| |||||
Financial assets held at fair value through profit or loss |
| ||||
- Ordinary shares - unlisted | - ══════ | 2,992 ═════ | - ═════ | 2,992 ═════ |
|
There were no significant transfers between levels during the year.
Related Shares:
VNL.L