17th Oct 2013 10:00
Vietnam Infrastructure Limited
Audited financial results for the twelve months ended 30 June 2013
Vietnam Infrastructure Limited ("VNI" or "the Company"), the first publicly traded fund to focus on investment into infrastructure assets in Vietnam, today announces its full year results for the twelve months ended 30 June 2013 ('the period').
Financial highlights:
· Net Asset Value ("NAV") of USD196.9 million (2012: USD201.8 million), and NAV per share of USD0.53 (2012: USD0.50).
· Cash and equivalents at 30 June 2013 of USD26.5 million.
· No debt at the fund level.
Operational highlights:
· Secured two additional tenants at Ba Thien II Industrial Park, outside Hanoi.
· Acquired the remaining stakes in both Mobile Information Service JSC (MIS) and Global Infrastructure Investment JSC (GII). As a result, SEATH now controls 100 percent of its portfolio of base transceiver station subsidiary companies.
· At July EGM, shareholders voted to approve the implementation of a share buyback authority to facilitate a return of capital and income to shareholders.
· As at 30 June 2013, the Company has spent USD9.0 million repurchasing 27.6 million shares, representing 6.9 percent of total shares in issue.
· Appointment of Rupert Carrington and Robert Binyon as two new Independent Non-Executive Directors, bringing the total number of Board members to five.
Commenting, Paul Cheng, Chairman of Vietnam Infrastructure Limited, said:
"Throughout the twelve months to 30 June 2013 the economic environment in Vietnam remained persistently stable with falling interest rates and lower inflation. Looking towards the year ahead, the Board has an active agenda to prepare the Company for the lead up to its continuation vote in 2017. With just under half of the initial ten-year life of the fund to run the Board believes that it is important to monitor the Company's investment policy to ensure that it responds to changing circumstances."
Notes to Editors:
VinaCapital is the leading investment management and real estate development firm in Vietnam, with a diversified portfolio of USD1.6 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 and Singapore. More information about VinaCapital is available at www.vinacapital.com.
More information on Vietnam Infrastructure Limited is available at www.vinacapital.com/vni
Enquiries:
David Dropsey
VinaCapital Investment Management Limited
Investor Relations/Communications
+84 8 821 9930
Philip Secrett
Grant Thornton UK LLP, Nominated Adviser
+44 (0)20 7383 5100
Hiroshi Funaki
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
Chairman's statement
Dear Shareholders,
Throughout the twelve months to 30 June 2013 the economic environment in Vietnam remained persistently stable with falling interest rates and lower inflation. The Vietnam Dong completed the year with a measure of stability against the United States Dollar. The country's previously crippling inflation rate appears to have hit a manageable 6.0 to 7.0 per cent year-on-year range, which is contributing to a renewed confidence that the economic problems recently suffered by the country are behind us for the present. The country's capital markets have proven to be resilient over the past year with the VN Index closing at 481.1 as at 30 June 2013, a 14.0 percent year-on-year increase from the close of 422.0 as at 30 June 2012.
In July 2012 VNI held an EGM in which shareholders voted to approve the implementation of a share buyback authority. This share buyback programme has been integral in narrowing the discount in the share price to the Company's net asset value ("NAV") per share.
At the end of the financial year VNI recorded an audited NAV of USD196.9 million or USD0.53 per share, representing a 6.0 percent year-on-year increase from a NAV per share of USD0.50 as at 30 June 2012. Notably however, VNI's share price increased considerably to close the year at USD0.36 per share, an increase of 72.2 percent above USD0.21 as at 30 June 2012. The Board believes this considerable improvement in the Company's share price is the result of many factors, including the onset of the share buyback programme and an improvement in the value of the company's listed equity portfolio. As a result, VNI's share price to NAV discount narrowed to 32.1 percent from 58.2 percent a year earlier. A further closing of this discount remains a top priority for the Board and the investment manager.
Looking towards the year ahead, the Board has an active agenda to prepare the Company for the lead up to its continuation vote in 2017. With just under half of the initial ten-year life of the fund to run the Board believes that it is important to monitor the Company's investment policy to ensure that it responds to changing circumstances. Accordingly there will be:
· a renewed focus on developing the existing private equity investments, over which the Company has control, to their full potential.
· a rebalancing of the Company's portfolio towards listed infrastructure investments which are expected to provide greater liquidity and stronger returns than new opportunities in the private equity sector.
The composition of the Board has been enhanced during the year and the Directors continue to review the Company's corporate governance with the view to ensuring that they are in line with current market practice. In the past year VNI has appointed two new independent non-executive directors, Mr Rupert Carington and Mr Robert Binyon. Both directors bring considerable experience in emerging market funds and as a result of their appointments; the Board is now entirely independent from the investment manager.
We highly appreciate the feedback that shareholders have provided over the last year and look forward to your continuing support.
Paul Cheng
Chairman
Vietnam Infrastructure Limited
14 October 2013
CONSOLIDATED BALANCE SHEET
30 June 2013 | 30 June 2012 | |||
Note | USD'000 | USD'000 | ||
ASSETS | ||||
Non-current assets | ||||
Investment properties | 6 | 77,033 | 66,521 | |
Prepayment for acquisition of investment property | 7 | 5,777 | - | |
Investments in associates | 8 | - | 7,150 | |
Plant and equipment | 1,072 | 680 | ||
Other long-term prepayments | 520 | 290 | ||
Total non-current assets
| ───── 84,402 ───── | ───── 74,641 ───── | ||
Current assets | ||||
Inventory | 31 | 105 | ||
Trade and other receivables | 10 | 3,352 | 5,194 | |
Financial assets at fair value through profit or loss | 11 | 90,339 | 77,837 | |
Prepayments to suppliers | 625 | 1,110 | ||
Cash and cash at banks | 12 | 26,467 | 42,291 | |
Total current assets
| ────── 120,814 ────── | ────── 126,537 ────── | ||
Assets classified as held for sale | 13 | - | 17,348 | |
Total assets
| ────── 205,216 ══════ | ────── 218,526 ══════ |
CONSOLIDATED BALANCE SHEET (CONTINUED)
30 June 2013 | 30 June 2012 | ||
Note | USD'000 | USD'000 | |
EQUITY AND LIABILITIES | |||
EQUITY | |||
Equity attributable to owners of the parent: | |||
Share capital | 14 | 4,021 | 4,021 |
Additional paid-in capital | 346,157 | 346,157 | |
Treasury shares | 15 | (8,859) | (635) |
Translation reserve | (5,186) | (5,251) | |
Equity reserve | 5(a),(b) | 3,651 | - |
Other reserve | 15 | 15 | |
Accumulated losses | (142,917) | (142,537) | |
────── 196,882
| ────── 201,770
| ||
Non-controlling interests | 578 | 10,388 | |
────── | ────── | ||
Total equity | 197,460 | 212,158 | |
────── | ────── | ||
LIABILITIES | |||
Non-current | |||
Deferred tax liabilities | 2,019 | 2,083 | |
Total non-current liabilities
| ───── 2,019 ───── | ───── 2,083 ───── | |
Current | |||
Short-term borrowing | - | 460 | |
Corporate tax payable | 286 | 509 | |
Trade and other payables | 16 | 5,133 | 2,927 |
Payable to related parties | 17 | 318 | 389 |
Total current liabilities
| ────── 5,737 ────── | ────── 4,285 ────── | |
Total liabilities
| 7,756 ────── | 6,368 ────── | |
Total equity and liabilities
| 205,216 ══════ | 218,526 ══════ | |
Net asset value per share attributable to owners of the parent (USD per share) | 25(b) | 0.53 | 0.50 |
══════ | ══════ |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
|
|
| ||||||||||
Note |
| Attributable to equity holders of the Company |
|
| ||||||||||
|
Share capital | Additional paid-in capital |
Treasury shares |
Translation reserve |
Equity reserve |
Other reserve |
Accumulated losses |
Total | 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 2011 | 4,021 | 346,157 | (635) | (1,614) | - | 47 | (148,417) | 199,559 | 4,522 | 204,081 | ||||
Profit for the year | - | - | - | - | - | - | 5,880 | 5,880 | 6,836 | 12,716 | ||||
Other comprehensive loss | - | - | - | (3,637) | - | (32) | - | (3,669) | (970) | (4,639) | ||||
──── | ───── | ──── | ───── | ───── | ──── | ────── | ────── | ───── | ────── | |||||
Total comprehensive (loss)/income for the year | - | - |
- | (3,637) | - | (32) | 5,880 |
2,211 | 5,866 | 8,077 | ||||
Balance at 30 June 2012 | ───── 4,021 ═════ | ───── 346,157 ═════ | ──── (635) ════ | ───── (5,251) ═════ | ───── - ═════ | ──── 15 ════ | ────── (142,537) ══════ | ────── 201,770 ══════ | ───── 10,388 ═════ | ────── 212,158 ══════ | ||||
|
| |||||||||||||
Balance at 1 July 2012 | 4,021 | 346,157 | (635) | (5,251) | - | 15 | (142,537) | 201,770 | 10,388 | 212,158 | ||||
Loss for the year | - | - | - | - | - | - | (380) | (380) | (6) | (386) | ||||
Other comprehensive income | - | - | - | 65 | - | - | - | 65 | - | 65 | ||||
──── | ───── | ──── | ───── | ───── | ──── | ────── | ────── | ───── | ────── | |||||
Total comprehensive income/(loss) for the year | - | - |
- | 65 | - | - | (380) |
(315) | (6) | (321) | ||||
|
| |||||||||||||
Shares buy-back | 15 | - | - | (8,224) | - | - | - | - | (8,224) | - | (8,224) | |||
Dividend paid to non-controlling interests | - | - |
- | - | - | - | - |
- | (1,168) | (1,168) | ||||
Dilution of non-controlling interest | 5(a) | - | - | - | - | 62 | - | - | 62 | (62) | - | |||
Acquisitions of non-controlling interests |
5(b) | - | - |
- | - | 3,589 | - | - |
3,589 | (8,574) | (4,985) | |||
──── | ───── | ──── | ───── | ───── | ──── | ────── | ────── | ───── | ────── | |||||
Total transaction with owners of the parent, recognised directly in equity | - | - |
(8,224) | - | 3,651 | - | - |
(4,573) | (9,804) | (14,377) | ||||
Balance at 30 June 2013 | ──── 4,021 ════ | ───── 346,157 ═════ | ──── (8,859) ════ | ───── (5,186) ═════ | ──── 3,651 ════ | ──── 15 ════ | ────── (142,917) ══════ | ────── 196,882 ══════ | ──── 578 ════ | ────── 197,460 ══════ | ||||
CONSOLIDATED INCOME STATEMENT
Year ended | |||
30 June 2013 | 30 June 2012 | ||
Note | USD'000 | USD'000 | |
Revenue | 18 | 10,801 | 8,071 |
Cost of sales | 18 | (3,951) ───── | (585) ───── |
Gross profit | 6,850 | 7,486 | |
───── | ───── | ||
Dividend income | 3,438 | 3,387 | |
Interest income | 19 | 1,774 | 2,631 |
Administration expenses | 20 | (7,138) | (6,423) |
Fair value loss of financial assets at fair value through profit or loss |
21 | (960) | (777) |
Fair value gain of investment properties | 6 | - | 18,319 |
Impairment loss on receivables | - | (773) | |
Other income | 236 | 3 | |
Other expenses | 22 | (473) | (805) |
Operating profit | ──── 3,727 ──── | ───── 23,048 ───── | |
Finance income | 23 | 53 | 1,286 |
Finance costs | 23 | (2,099) ───── | (1,896) ───── |
Finance costs - net | (2,046) | (610) | |
Share of losses of associates, net of tax | 8 | (1,149) | (2,395) |
Impairment losses in associates | 8(c) | - | (4,919) |
───── | ───── | ||
Profit before tax | 532 | 15,124 | |
Income tax expense | 24 | (982) | (325) |
Deferred income tax | 24 | 64 | (2,083) |
(Loss)/profit for the year
| ──── (386) ════ | ───── 12,716 ═════ | |
(Loss)/profit attributable to: Owners of the parent |
(380) |
5,880 | |
Non-controlling interests | (6) | 6,836 | |
───── (386) ───── | ───── 12,716 ───── | ||
(Loss)/earnings per share (USD per share) | 25(a) | (0.00) ═════ | 0.01 ═════ |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended | ||
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
(Loss)/profit for the year | (386) | 12,716 |
Other comprehensive (loss)/income | ||
Items that may be reclassified subsequently to profit or loss: | ||
Currency translation differences | (610) | (4,607) |
Disposal of investment in an associate | 675 ──── | - ───── |
65 | (4,607) | |
Items that will not be reclassified subsequently to profit or loss: | ||
Others | - | (32) |
Other comprehensive income/(loss) for the year | ──── 65 ════ | ───── (4,639) ═════ |
Total comprehensive (loss)/income for the year | (321) ════ | 8,077 ═════ |
Attributable to: Owners of the parent | (315) | 2,211 |
Non-controlling interests | (6) | 5,866 |
──── (321) ════ | ───── 8,077 ═════ |
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended | |||
30 June 2013 | 30 June 2012 | ||
Note | USD'000 | USD'000 | |
Operating activities | |||
Profit before tax | 532 | 15,124 | |
Adjustments for: | |||
Depreciation and amortisation | 164 | 70 | |
Fair value gain of financial assets at fair value through profit or loss | (233) | (655) | |
Fair value gain of investment properties | 6 | - | (18,319) |
Share of losses of associates, net | 8 | 1,149 | 2,395 |
Unrealised foreign exchange (gains)/losses | 1,828 | (2,594) | |
Impairment losses on assets | - | 5,692 | |
Taxes paid | (1,205) | (75) | |
Interest income | 19 | (1,774) | (2,631) |
Dividend income | (3,438) | (3,387) | |
Loss before changes in working capital | ───── (2,977) | ───── (4,380) | |
Change in prepayments | 485 | (762) | |
Change in trade receivables and other assets | 1,507 | (3,033) | |
Change in inventories | 74 | 56 | |
Change in trade payables and other liabilities | 2,348 | (3,962) | |
Net cash inflow/(outflow) from operating activities
| ───── 1,437 ───── | ───── (12,081) ───── | |
Investing activities | |||
Interest received | 1,698 | 4,479 | |
Dividends received | 3,417 | 3,186 | |
Capital contribution into an associate | 8 | - | (350) |
Purchases of financial assets | (30,731) | (12,069) | |
Acquisition of a subsidiary | 5(c) | (1,762) | - |
Purchases of investment properties | 6 | (4,492) | (3,090) |
Cash deposited into an escrow account | 12 | (3,800) | - |
Purchases of plant and equipment | (390) | (529) | |
Proceeds from disposals of financial assets | 17,270 | 6,837 | |
Proceeds from disposal of assets held for sale | 13(a) | 11,571 | - |
Proceeds from disposal of an associate | 8(a) | 1,000 | - |
Net cash outflow from investing activities
| ───── (6,219) ───── | ───── (1,536) ───── | |
Financing activities | |||
Loan repayments to banks | (463) | (1,378) | |
Acquisition of interests in subsidiaries | 5(b) | (4,985) | (10,211) |
Dividends paid to minority interests | (1,168) | - | |
Shares buy-backs | (8,224) | - | |
───── | ───── | ||
Net cash outflow from financing activities | (14,840) | (11,589) | |
───── | ───── | ||
Net decrease in cash and cash equivalents for the year | (19,622) | (25,206) | |
Cash and cash equivalents at beginning of the year | 12 | 42,291 | 67,391 |
Exchange differences on cash and cash equivalents | (2) | 106 | |
Cash and cash equivalents at end of the year
| 12
| ───── 22,667 ═════ | ───── 42,291 ═════ |
The principal non-cash transaction is the transfer of investment properties to the Group as disclosed in Note 8(a).
Notes to the Consolidated Financial Statements
1 GENERAL INFORMATION
Vietnam Infrastructure 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 Group's and the Company's principal activity is to invest in a diversified portfolio of entities owning infrastructure projects and assets primarily in Vietnam. The Group mainly invests and holds equity and debt instruments in unquoted companies that themselves hold, develop or operate infrastructure assets. The Group may also invest in entities whose shares or other instruments are listed on a stock exchange, or traded on over-the-counter ("OTC") markets and in other funds that invest in infrastructure projects or assets. The Company is listed on the AIM Market of the London Stock Exchange under the ticker symbol VNI.
The consolidated financial statements for the year ended 30 June 2013 were approved for issue by the Board of Directors on 14 October 2013.
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.
2.1 Basis of preparation
The consolidated financial statements of Vietnam Infrastructure Limited 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 the investment properties and financial assets at fair value through profit or loss and financial liabilities, 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
Amendments to IAS 1, "Presentation of Financial Statements", require an entity to group items presented in other comprehensive income into those that, in accordance with other IFRSs: (a) will not be reclassified subsequently to profit or loss and (b) will be reclassified subsequently to profit or loss when specific conditions are met. The amendments are effective for annual periods beginning on or after 1 July 2012 and have been adopted by the Group.
(b) New standards, amendments and interpretations issued but not yet effective and not early
adopted by the Group
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 issued in November 2009 and October 2010. 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 2016. The Group will also consider the impact of the remaining phases of IFRS 9 when completed by the IASB.
IFRS 10, "Consolidated financial statements" and Amendments to IFRS 10: The objective of IFRS 10 is to establish principles for the presentation and preparation of consolidated financial statements. It sets out how to apply the principle of control to identify whether an investor controls an investee and therefore must consolidate the investee. It also sets out the accounting requirements for the preparation of consolidated financial statements. The amendments to IFRS 10 define an investment entity and introduce an exception from the consolidation requirements for investment entities. The Group is yet to assess IFRS 10's full impact and if applicable, it intends to adopt IFRS 10 and the Amendments to IFRS 10 no later than the accounting year ending 30 June 2014 and 30 June 2015, respectively.
IFRS 12, "Disclosures of interests in other entities", includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The Group is yet to assess the full impact of IFRS 12 and intends to adopt IFRS 12 no later than the accounting year ending 30 June 2014.
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 IFRS. The requirements, which are largely aligned between IFRS 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 IFRS or US GAAP. The Group is yet to assess the full impact of IFRS 13 and intends to adopt IFRS 13 no later than the accounting year ending 30 June 2014.
There are no other IFRS 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 over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity, along with contractual arrangements, are taken into consolidation. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are excluded from consolidation from the date that the control ceases. The majority of the Group's subsidiaries have a reporting date of 31 December. For subsidiaries with a different reporting date, the management information up to 30 June are used for consolidation purposes and are adjusted for compliance with the Group's accounting policies.
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.
Inter-company transactions, balances, income and expenses on transactions between Group 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.
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.
(b) 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. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group's interest in associates includes goodwill identified on acquisition and long-term loans to associates which in substance form part of the Group's interest in the associate.
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 is recognised in the 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 interest in the associate 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 adjacent to '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 associate are recognised in the Group's financial statements only to the extent of unrelated investor's 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 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 investments is Vietnam Dong ("VND"). The financial statements prepared using VND are then translated into the presentation currency. USD is used as the presentation currency because it is the primary basis for the measurement of the performance 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 at fair value are translated using the exchange rate at the date when the fair value are 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.
(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 properties
Investment properties are properties owned or held 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. Land held under operating leases is classified and accounted for by the Group as investment property when the rest of the definition of investment property is met.
Investment property is measured initially at its cost, including related transaction costs. After initial recognition, investment property is carried at fair value.
Investment property under construction is measured at fair value if the fair value is considered to be reliably determinable. Investment property under construction for which the fair value cannot be determined reliably, but for which the company expects that the fair value of the property will be reliably determinable when construction is completed, are measured at cost less impairment until the fair value becomes reliably determinable or construction is completed - whichever is earlier. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods, such as recent prices on less active markets or discounted cash flow projections. Valuations are performed as of the financial position date by professional valuers who hold recognised and relevant professional qualifications and have recent experience in the location and category of the investment property being valued. These valuations form the basis for the carrying amounts in the financial statements. Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value.
2.6 Operating leases
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 (see accounting policy 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 property 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 an investment property.
2.7 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. The assets are classified as "asset held for sale" and 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.
2.8 Financial assets
2.8.1 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. The Group does not have any financial assets classified as available for sale.
(a) 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 the 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 listed and unlisted securities and bonds. 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.
(b) 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. These are classified as non-current assets. The Group's loans and receivables comprise "Trade and other receivables" and "Cash and cash at banks" in the consolidated balance sheet.
2.8.2 Recognition and measurement
Purchases or sales of financial assets are recognised on trade-date - 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 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. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.
If the investments do not have a quoted market price in an active market and whose fair value cannot be reliably measured, such investments shall be measured at cost, less provision for impairment.
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 income statement within "fair value gain/(loss) of financial assets at fair value through profit or loss" in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statement when the Group's right to receive payments is established.
2.9 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the 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.
2.10 Prepayments for acquisitions of investment property
Prepayments are made by the Group to vendors for land compensation and other related costs, and professional fees directly attributed to the projects, where the final transfer of the investment/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. 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 appropriate investment accounts.
2.11 Impairment of assets
a) Impairment of non-financial assets
Assets that have an indefinite useful life, for example, prepayments for acquisitions of investment properties, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
b) Impairment of financial assets
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future
cash flows of the financial asset or group of financial assets that can be reliably estimated.
Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument's fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.
The Group's trade and other receivables, prepayments for acquisitions of investments and interests in associates are subject to impairment testing.
2.12 Trade receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
2.13 Cash and cash equivalents
Cash and cash equivalents includes cash in bank and on hand, as well as short term highly liquid investments such as money market instruments and bank deposits with original terms of not more than three months.
2.14 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. Any transaction costs associated with the issuing of shares are deducted from additional paid-in capital, net of any related income tax benefits.
2.15 Treasury shares
Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's equity holders until the shares are cancelled or reissued.
Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to/from accumulated losses.
2.16 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 recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
2.17 Current and deferred income tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the 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 those obligations to, or claims from, tax authorities relating to the current or prior reporting periods that are unpaid 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.
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 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.
2.18 Provisions
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.
2.19 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for services rendered, 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 meet for each of the Group's activities, as described below:
(a) Sale of services
The Group's revenue represents the rental income from base transceiver station ("BTS") towers leasing services and information rescue services. Revenue from these services is recognised in the accounting period in which the services are rendered and the rental income is due to be received.
(b) Interest income
Interest income is recognised on the effective interest rate basis.
(c) Dividend income
Dividend income is recognised when the right to receive the dividend is established.
2.20 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 owning directly, or indirectly, an interest in the voting power of the Company that give them significant influence over the entity, key management personnel, including directors and officers of the Company and close members of their families. When considering possible related party relationships, attention is directed to the substances of the relationship, and not merely the legal form.
3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
When preparing the consolidated financial statements, the Group undertakes a number of 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 Critical accounting estimates and assumptions
(a) Fair value of investment properties
The investment properties of the Group are stated at fair value in accordance with Note 2.5. The fair values of investment properties have been determined by independent professional valuers. 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. 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 date of the transactions that occurred at those prices;
(iii) any other adjustments relevant to the property held by the Group but which were not factored into the valuation by the independent professional valuers, such as land compensation, costs and any other discount factors; and
(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 cash flows.
(b) Fair value of financial assets at fair value through profit or loss
Listed securities are quoted at the bid price at each reporting date. For unlisted securities which are traded over-the-counter, the fair value is the average brokers' price obtained from a minimum sample of three reputable securities companies at the reporting date.
The fair value of financial assets that are not traded in an active market (for example, unlisted securities where market prices are not readily available) is determined by using valuation techniques. The Group uses judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. Independent valuations are also obtained from professional valuers to evaluate and adjust valuations. The outcomes may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.
3.2 Critical judgements in applying the Group's accounting policies
(a) Equity investments
When the Group has an interest in the voting power of an investee of between 20% and 50%, significant influence over the investee is presumed. At the reporting date, the Group has interests in certain investees with more than 20% voting power but which are not accounted for as associates (Note 11). These are accounted for as financial assets at fair value through profit or loss based on management's judgement after considering that:
i) The Group has no representation on the board of directors of the investee;
ii) The Group does not participate in policy-making processes, including decisions about dividends or other distributions;
iii) There were no interchanges of managerial personnel; and
iv) The Group does not provide essential technical information.
(b) Classification of Base Transceiver Stations (BTS) towers as investment properties
Management has classified the Base Transceiver Station ('BTS') towers as investment properties measured at fair value. Management determined that BTS towers can be considered as similar to buildings and thus can be classified as investment properties. The towers also display similar characteristics to investment properties, in that space in the towers is let to telecommunication tenants to earn rentals.
(c) Investment in Tan Phat Telecom Joint Stock Company ("Tan Phat")
Management assessed that its acquisition of Tan Phat during the year (Note 5(c)) is deemed an acquisition of assets and not that of a business acquisition. The assessment is based on the criteria of whether at the date of acquisition, a business existed. The assessment criteria is whether there were inputs, significant processes and outputs on the date the subsidiary was acquired. In the context of Tan Phat, management determined that at the date of acquisition, the processes in place by the company were mainly ancillary services to maintain the towers. Consequently, the acquisition is not an acquisition of business but an acquisition of assets which are the BTS towers within Tan Phat.
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 energy, property and infrastructure developments, telecommunication, transportation and logistics, general infrastructure, environment, other capital markets and cash.
Each of the operating segments are managed and monitored individually by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses, as reported to the Board, segment profit or loss using a measure which is consistent with that in profit or loss. There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.
Segment information can be analysed as follows:
4. SEGMENT ANALYSIS (CONTINUED)
Assets |
Energy | Property and infrastructure development |
Telecom-munications |
Transportation and logistics |
General infrastructure |
Environment | Other capital markets |
Cash |
Total |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
As at 30 June 2013 | |||||||||
Investment properties | - | 20,816 | 56,217 | - | - | - | - | - | 77,033 |
Prepayment for acquisition of investment property | - | 5,777 | - | - | - | - | - | - | 5,777 |
Plant and equipment | - | 298 | 774 | - | - | - | - | - | 1,072 |
Inventory | - | - | 31 | - | - | - | - | - | 31 |
Trade and other receivables | - | 49 | 3,303 | - | - | - | - | - | 3,352 |
Financial assets at fair value through profit or loss | 32,442 | 6,007 | - | 14,654 | 6,036 | - | 31,200 | - | 90,339 |
Prepayments | - | 143 | 1,002 | - | - | - | - | - | 1,145 |
Cash and cash at banks | - | - | - | - | - | - | - | 26,467 | 26,467 |
───── | ───── | ───── | ───── | ───── | ───── | ───── | ───── | ───── | |
Total assets | 32,442 | 33,090 | 61,327 | 14,654 | 6,036 | - | 31,200 | 26,467 | 205,216 |
═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | |
Total assets include: Additions to non-current assets | - | 4,492 |
6,588 | - | - | - | - | - |
11,080 |
═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | |
As at 30 June 2012 | |||||||||
Investment properties | - | 16,374 | 50,147 | - | - | - | - | - | 66,521 |
Investments in associates | - | - | 6,000 | - | - | 1,150 | - | - | 7,150 |
Plant and equipment | - | 80 | 600 | - | - | - | - | - | 680 |
Inventory | - | - | 105 | - | - | - | - | - | 105 |
Trade and other receivables | - | 9 | 5,185 | - | - | - | - | - | 5,194 |
Financial assets at fair value through profit or loss | 28,378 | 8,339 | 2,492 | 18,050 | 6,191 | - | 14,387 | - | 77,837 |
Prepayments | - | 434 | 966 | - | - | - | - | - | 1,400 |
Cash and cash at banks | - | - | - | - | - | - | - | 42,291 | 42,291 |
Assets classified as held for sale | - | 17,348 | - | - | - | - | - | - | 17,348 |
───── | ───── | ───── | ───── | ───── | ───── | ───── | ───── | ───── | |
Total assets | 28,378 | 42,584 | 65,495 | 18,050 | 6,191 | 1,150 | 14,387 | 42,291 | 218,526 |
═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | |
Total assets include: Additions to non-current assets | - | 3,090 | 18,070 | - | - | - | - | - | 21,160 |
═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ |
4. SEGMENT ANALYSIS (CONTINUED)
Revenue and segment profit and loss | |||||||||
Energy | Property and infrastructure development |
Telecom-munications |
Transportation and logistics |
General infrastructure |
Environment |
Other capital markets |
Cash |
Total | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Year ended 30 June 2013 |
| ||||||||
Revenue | - | 10 | 10,791 | - | - | - | - | - | 10,801 |
Cost of sales | - | - | (3,951) | - | - | - | - | - | (3,951) |
Dividend income | 1,249 | 567 | 127 | 301 | 266 | - | 928 | - | 3,438 |
Interest income | - | - | - | - | - | - | - | 1,774 | 1,774 |
Fair value gain/(loss) of financial assets at fair value through profit or loss | 3,789 | (2,178) | (1,232) | (3,867) | (215) | - | 2,743 | - | (960) |
Share of loss of an associate, net of tax | - | - | - | - | - | (1,149) | - | - | (1,149) |
───── | ───── | ───── | ───── | ───── | ───── | ───── | ───── | ───── | |
Total | 5,038 | (1,601) | 5,736 | (3,566) | 51 | (1,149) | 3,671 | 1,774 | 9,953 |
═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ||
Unallocated expenses | (9,421) ───── | ||||||||
Profit before tax | 532 | ||||||||
═════ | |||||||||
Year ended 30 June 2012 | |||||||||
Revenue | - | - | 8,071 | - | - | - | - | - | 8,071 |
Cost of sales | - | - | (585) | - | - | - | - | - | (585) |
Dividend income | 1,394 | 435 | 349 | 335 | 392 | - | 482 | - | 3,387 |
Interest income | - | - | - | - | - | - | - | 2,631 | 2,631 |
Fair value loss/(gain) of financial assets at fair value through profit or loss | (5,073) | 288 | 485 | 1,972 | 1,125 | - | 426 | - | (777) |
Change in fair value of investment properties | - | - | 18,319 | - | - | - | - | - | 18,319 |
Impairment loss of investment in associates | (3,399) | - | (1,876) | - | - | 356 | - | - | (4,919) |
Share of profit/(loss) of associates, net of tax | - | - | 546 | - | - | (2,941) | - | - | (2,395) |
───── | ───── | ───── | ───── | ───── | ───── | ─── | ──── | ───── | |
Total | (7,078) | 723 | 25,309 | 2,307 | 1,517 | (2,585) | 908 | 2,631 | 23,732 |
═════ | ═════ | ═════ | ═════ | ═════ | ═════ | ═══ | ════ | ||
Unallocated expenses | (8,608) ───── | ||||||||
Profit before tax | 15,124 | ||||||||
═════ |
5 SUBSIDIARIES
The significant operating subsidiaries of the Group are incorporated in Vietnam and the details are as follows:
Equity interest held by the Group (%) | |||
Name of entity | 30.6.2013 | 30.6.2012 | Principal activity |
Vina-CPK Limited (Note (a)) | 97.2 | 96.1 | Industrial park |
VNC-55 Infrastructure Investment Joint Stock Company | 100.0 | 100.0 | Telecommunications |
Mobile Information Service Joint Stock Company ("MIS") (Note (b)) | 100.0 | 75.0 | Telecommunications |
Global Infrastructure Investment Joint Stock Company ("GII") (Note (b)) | 100.0 | 59.0 | Telecommunications |
Tan Phat Telecom Joint Stock Company ("Tan Phat") (Note (c)) | 100.0 | - | Telecommunications |
(a) Additional investment in Vina-CPK Limited
During the year, the Group contributed USD5 million into Vina-CPK Limited to increase the subsidiary's chartered capital. The local partner did not make an additional contribution for this capital call. As a result, the local partner's stake in Vina-CPK Limited was diluted to 2.8% (30 June 2012: 3.9%) and the Group's stake in Vina-CPK Limited was increased from 96.1% to 97.2%. The Group derecognised the non-controlling interest of USD62,000 and recorded an increase in equity attributable to owners of the parent of USD62,000.
(b) Acquisitions of additional interests in subsidiaries
On 19 November 2012, the Group acquired the remaining 25% of the issued shares of MIS for a consideration of USD2 million. The carrying amount of non-controlling interests in MIS on the date of acquisition was USD1.3 million. The Group derecognised the non-controlling interest of USD1.3 million and recorded a decrease in equity attributable to owners of the parent of USD0.7 million.
On 8 February 2013, the Group acquired the remaining 41% of the issued shares of GII for a purchase consideration of USD2.9 million. The carrying amount of non-controlling interests in GII on the date of acquisition was USD7.2 million. The Group derecognised the non-controlling interest of USD7.2 million and recorded an increase in equity attributable to owners of the parent of USD4.3 million.
The aggregated effect of changes in the ownership interests of MIS and GII is summarised as follows:
USD'000 | |
Carrying amount of non-controlling interests acquired | 8,574 |
Considerations paid to non-controlling interests | (4,985) |
───── | |
Equity reserve attributable to the owners of the Company | 3,589 |
═════ |
(c) Acquisition of 100% equity interest in Tan Phat
During the year, the Group acquired 100% equity interest in Tan Phat for cash consideration of USD1.8 million. This acquisition is deemed an acquisition of assets and not that of a business acquisition (Note 3.2(c)).
6 INVESTMENT PROPERTIES
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Opening balance | 66,521 | 33,426 |
Acquisitions of subsidiaries | 1,588 | 18,070 |
Additional investments made during the year | 4,492 | 3,090 |
Transfer from investments in associates (Note 8(a)) | 5,000 | - |
Transfer to assets classified as held for sale (Note 13) | - | (6,935) |
Fair value gain of investment properties | - | 18,319 |
Translation difference | (568) | 551 |
───── | ───── | |
Closing balance | 77,033 | 66,521 |
═════ | ═════ |
7 PREPAYMENT FOR ACQUISITION OF INVESTMENT PROPERTY
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Opening balance | - | 10,413 |
Transfer from/(to) assets classified as held for sale (Note 13) | 5,777 | (10,413) |
───── | ───── | |
Closing balance | 5,777 | - |
═════ | ═════ |
8 INVESTMENTS IN ASSOCIATES
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Opening balance | 13,469 | 25,286 |
Additional capital contribution | - | 350 |
Disposal of an associate (Note (a)) | (7,876) | - |
Transfer to subsidiaries | - | (8,632) |
Share of losses of associates, net of tax (Note (b)) | (1,149) | (2,395) |
Translation difference | - | (1,140) |
───── | ───── | |
Closing balance | 4,444 | 13,469 |
───── | ───── | |
Less: cumulative allowance for impairment (Note (c)) | (4,444) | (6,319) |
Total | ───── - ═════ | ───── 7,150 ═════ |
(a) The total consideration for the disposal of an associate was USD6 million, of which USD1 million was settled in cash and USD5 million was settled through the transfer of investment properties to the Group.
(b) The unrecognised share of loss of the associate is USD0.5 million, both in respect of the year ended 30 June 2013 and cumulatively.
(c) The movement in the allowance for impairment was as follows:
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Opening balance | 6,319 | 1,400 |
Additional provision during the year | - | 4,919 |
Disposal of an associate | (1,875) | - |
Closing balance | ───── 4,444 ═════ | ───── 6,319 ═════ |
9 FINANCIAL INSTRUMENTS BY CATEGORY
Loans and receivables | Financial assets at fair value through profit or loss |
Total | |
USD'000 | USD'000 | USD'000 | |
As at 30 June 2013 |
| ||
Trade and other receivables | 3,352 | - | 3,352 |
Financial assets at fair value through profit or loss | - | 90,339 | 90,339 |
Cash and cash at banks | 26,467 | - | 26,467 |
Total | ───── 29,819 ═════ | ───── 90,339 ═════ | ────── 120,158 ══════ |
Financial assets denominated in: | |||
- USD | 8,244 | - | 8,244 |
- VND | 21,575 | 90,339 | 111,914 |
───── 29,819 ═════ | ───── 90,339 ═════ | ────── 120,158 ══════ | |
As at 30 June 2012 |
| ||
Trade and other receivables | 5,194 | - | 5,194 |
Financial assets at fair value through profit or loss | - | 77,837 | 77,837 |
Cash and cash at banks | 42,291 | - | 42,291 |
Total | ───── 47,485 ═════ | ───── 77,837 ═════ | ────── 125,322 ══════ |
Financial assets denominated in: | |||
- USD | 17,040 | - | 17,040 |
- VND | 30,445 | 77,837 | 108,282 |
───── 47,485 ═════ | ───── 77,837 ═════ | ────── 125,322 ══════ |
10 TRADE AND OTHER RECEIVABLES
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Trade receivables | 1,049 | 1,756 |
Interest receivable (*) | 76 | 9,027 |
Dividends receivable | 222 | 201 |
Accrued trade receivable | 633 | 1,470 |
Other receivables | 1,372 | 2,120 |
───── | ───── | |
3,352 | 14,574 | |
Less: allowance for impairment of receivables (*) | - | (9,380) |
Total
| ───── 3,352 ═════ | ───── 5,194 ═════ |
(*) During the year, based on a ruling of the High Court of Ho Chi Minh City, management has written off the interest receivable that was fully provided for at 30 June 2012.
The credit quality of the trade and other receivables as at the reporting date is as follows:
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Trade receivables: | ||
- Current within the credit period and not impaired | 1,049 | 1,756 |
Other receivables: | ||
- Current and not impaired | 2,303 | 3,438 |
- Past due and impaired | - | 9,380 |
───── | ───── | |
3,352 | 14,574 | |
═════ | ═════ |
As at 30 June 2013 there is a significant concentration of credit risk relating to VMS Mobile Phone, a BTS customer, that represents 78% (30 June 2012: 68%) of trade receivables.
Trade and other receivables are short-term in nature, hence their carrying values are considered a reasonable approximation of their fair values at the reporting date.
11 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Designated at fair value through profit or loss: | ||
Listed shares | 54,200 | 52,023 |
Unlisted shares, fair value based on brokers' quoted prices | 5,918 | 11,395 |
Unlisted shares, fair value based on independent valuer's report | 11,529 | 10,900 |
Corporate bonds | - | 3,519 |
Government bonds | 18,692 | - |
───── | ───── | |
90,339 | 77,837 | |
═════ | ═════ |
The government bonds are three year bonds with fixed interest rates ranging from 8.6% to 10.4%. These bonds mature between September 2015 and January 2017.
The Group holds equity interests of more than 20% in the following unlisted entities but over which it does not have significant influence over:
Equity interest (%) as at | ||
30 June 2013 | 30 June 2012 | |
North-West Electric Investment and Development Joint Stock Company | - | 23.4% |
Nam Viet Oil Refinery and Petrochemicals Joint Stock Company | 23.2% | 23.2% |
═════ | ═════ |
12 CASH AND CASH AT BANKS
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Cash and cash at banks | 26,467 | 42,291 |
Less: cash held in an escrow account | (3,800) | - |
───── | ───── | |
Cash and cash equivalents | 22,667 | 42,291 |
═════ | ═════ |
Cash and cash at banks denominated in:
USD | 8,244 | 17,040 |
VND | 18,223 | 25,251 |
───── | ───── | |
26,467 | 42,291 | |
═════ | ═════ |
Included in cash and cash equivalents are short-term deposits of USD15.5 million (2012: USD28.9 million) with annual interest rates of 0.5% and 9.0% for USD and VND accounts (30 June 2012: 0.5% and 14.0% for USD and VND accounts), respectively.
The cash at bank held in an escrow account relates to a deposit placed to acquire stake in a BTS company.
13 ASSETS CLASSIFIED AS HELD FOR SALE
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Opening balance | 17,348 | - |
Disposed of during the year | (11,571) | - |
Transfer from investment properties (Note 6) | - | 6,935 |
Transfer from prepayment for acquisition of investment property (Note 7) | - | 10,413 |
Transfer to prepayment for acquisition of investment property (Note 7) (*) | (5,777) | - |
────── | ────── | |
Closing balance | - | 17,348 |
══════ | ══════ |
The investment properties which were classified as held for sale were valued based on sale and purchase agreements entered into by the Group.
(*) The balance of USD5.78 million relates to a sale under which the conditions precedent were not met by the buyer. The sale did not complete and accordingly the asset has been reclassified back to prepayment for acquisition of investment property, its original asset class.
14 SHARE CAPITAL
30 June 2013 | 30 June 2012 | |||
Number of shares | USD'000 | Number of shares | USD'000 | |
Authorised: Ordinary shares of USD0.01 each |
10,000,000,000 ═══════════ | 100,000 ══════ |
10,000,000,000 ═══════════ | 100,000 ══════ |
Issued and fully paid: | ||||
Opening/closing balance | 402,100,000 ══════════ | 4,021 ═════ | 402,100,000 ══════════ | 4,021 ═════ |
The Company deemed investors holding more than 10% beneficial interest in the ordinary shares of the Fund as major shareholders. As at 30 June 2013, three of the investors of the Fund held more than 10% in the ordinary shares of the Company.
15 TREASURY SHARES
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Opening balance | 635 | 635 |
Shares buy-back during the year | 8,224 | - |
Closing balance | ───── 8,859 ═════ | ──── 635 ════ |
Pursuant to the shares buy-back authority granted to the Company's Board of Directors on 27 July 2012, the Group purchased 26,646,034 ordinary shares of the Company for a total cash consideration of USD8.2 million during the year.
Accordingly, as at 30 June 2013, the Group has spent an aggregated ofUSD8.8 million (2012:USD0.6 million) repurchasing 27,576,734 shares (2012: 930,700 shares)which are held as treasury shares. The total number of shares acquired represents 6.86 percent of the Company's 402,100,000 ordinary shares in issue and as a result, the total voting rights in the Company have been reduced to 374,523,266 shares (2012: 401,169,300 shares).
16 TRADE AND OTHER PAYABLES
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Trade payables | 292 | 402 |
Unearned revenue | 3,468 | 583 |
Accrued liabilities | 556 | 598 |
Advance from a customer | - | 724 |
Other payables | 817 | 620 |
Total
| ───── 5,133 ═════ | ───── 2,927 ═════ |
All trade and other payables primarily relate to the Group's BTS subsidiaries and are short-term in nature; hence their carrying values are considered reasonable approximations of their fair values at the balance sheet date.
17 PAYABLE TO RELATED PARTIES
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Payable to VinaCapital Investment Management Ltd: - management fees | 312 | 344 |
- other payables | - | 39 |
Payable to shareholders | 6 | 6 |
──── | ──── | |
Total
| 318 ════ | 389 ════ |
Payables to related parties are short-term in nature, hence their carrying values are considered a reasonable approximation of their values at the balance sheet date.
18 REVENUE AND COST OF SALES
The Group's revenue represents rental income from base transceiver station ("BTS") towers and associated leasing and information rescue services. All revenue is derived from external customers, although 78% of total sales during the year (year ended 30 June 2012: 68%) was sourced from one customer.
The Group's cost of sales mainly relates to the operating costs of the BTS leasing business and provision of related services.
The analysis of cost of sales based on the nature of the more significant expenses is as follows:
Year ended | ||
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Land rentals | 1,377 | 394 |
Tools and equipment expenses | 905 | 20 |
Employee expenses | 548 | 162 |
════ | ════ |
19 INTEREST INCOME
Year ended | ||
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Interest income was derived from: | ||
- Cash and term deposits | 1,559 | 2,308 |
- Government bonds | 215 | 323 |
Total
| ──── 1,774 ════ | ──── 2,631 ════ |
20 ADMINISTRATION EXPENSES
Year ended | ||
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Management fees (Note 28(a)) | 3,990 | 3,957 |
Professional fees | 1,436 | 715 |
Custodian fees | 198 | 197 |
Directors' fees (Note 27) | 141 | 134 |
Other expenses | 1,373 | 1,420 |
Total
| ──── 7,138 ════ | ──── 6,423 ════ |
An analysis of ongoing charges is provided in Note 26.
21 FAIR VALUE GAIN OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Year ended | ||
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Unrealised (gains)/losses based on changes in fair values using: | ||
- market and brokers' quoted prices | (6,010) | 1,755 |
- independent valuer's report | 4,236 | (2,410) |
Losses from realisations of financial assets | 1,542 | 452 |
Unrealised losses on foreign exchange translation | 1,192 | 980 |
Total
| ──── 960 ════ | ──── 777 ════ |
22 OTHER EXPENSES
These expenses primarily relate to the operating activities of the Group's subsidiaries.
23 FINANCE INCOME AND COSTS
Year ended | ||
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Finance income comprised: | ||
- Realised gain from foreign currency exchange differences, representing finance income | 22 | 521 |
- Unrealised gain from foreign currency differences | 31 | 765 |
───── | ───── | |
53 | 1,286 | |
───── | ───── | |
Finance costs comprised: | ||
- Interest expense | - | (296) |
- Reclassification from translation reserve arising from disposal of investment in an associate | (675) | - |
- Realised losses on foreign currency exchange differences | (1,424) | (1,455) |
- Unrealised loss from foreign currency exchange differences | - | (145) |
───── | ───── | |
(2,099) | (1,896) | |
───── | ───── | |
Finance costs, net | (2,046) | (610) |
═════ | ═════ |
24 INCOME TAX EXPENSE
Vietnam Infrastructure Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there is no income, state, 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 tax exempt status.
The principal operating subsidiaries of the Group are established in Vietnam and are subject to corporate income tax in Vietnam. The income from these subsidiaries is taxable at the applicable tax rate in Vietnam.
The relationship between the expected income tax expense based on the applicable income tax rate (stated below) and the tax expense actually recognised in the consolidated income statement can be reconciled as follows:
Year ended | ||
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Group profit before tax | 532 ──── | 15,124 ───── |
Group profit multiplied by applicable tax rate (0%) | - | - |
Income tax on Vietnamese BTS subsidiaries | (982) | (325) |
Deferred income tax | 64 | (2,083) |
Tax expense | ──── (918) ════ | ───── (2,408) ═════ |
25 (LOSS)/EARNINGS PER SHARE AND NET ASSET VALUE PER SHARE
(a) (Loss)/earnings per share
(Loss)/earnings per share is calculated by dividing the (loss)/profit attributable to the equity holders of the Company from operations by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Group and held as treasury shares (Note 15).
Year ended | ||
30 June 2013 | 30 June 2012 | |
(Loss)/profit for the year attributable to equity holders of the Company (USD'000) | (380) | 5,880 |
Weighted average number of ordinary shares in issue ('000) | 388,591 | 401,169 |
(Loss)/earnings per share (USD/share) | (0.00) | 0.01 |
═══════ | ═══════ |
(b) Net asset value per share
Net asset value ("NAV") per share is calculated by dividing the net asset value attributable to equity holders of the Company by the number of outstanding ordinary shares in issue as at the reporting date excluding ordinary shares purchased by the Group and held as treasury shares (Note 15). Net asset value is determined as total assets less total liabilities.
As at | |||
30 June 2013 | 30 June 2012 |
| |
| |||
Net asset value attributable to equity holders of the Company (USD'000) |
196,882 |
201,770 |
|
Number of outstanding ordinary shares in issue ('000) | 374,523 | 401,169 |
|
Net asset value per share (USD/share) | 0.53 ═══════ | 0.50 ═══════ |
|
26 ONGOING CHARGES
Year ended | ||
30 June 2013 | 30 June 2012 | |
Ongoing charges | 2.60% | 2.46% |
Performance fees | - | - |
───── 2.60% ═════ | ───── 2.46% ═════ |
Ongoing charges have 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.
Ongoing charges include: 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.
27 DIRECTORS' FEES AND MANAGEMENT'S REMUNERATION
Aggregate directors' fees amounted to USD0.14 million (year ended 30 June 2012: USD0.13 million), of which there was no outstanding amounts payable at the reporting date (30 June 2012: nil). The details of the remuneration for each director are summarised below:
Year ended | ||
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Paul Cheng | 45 | 45 |
Ekkehard Goetting | 35 | 35 |
Luong Van Ly | 35 | 35 |
Rupert Carington | 26 | - |
Don Lam | - | 5 |
Horst Geicke | - | 8 |
Albert T. Powers | - | 6 |
Total
| ──── 141 ════ | ──── 134 ════ |
28 RELATED PARTIES
(a) Management fees
The Group is managed by VinaCapital Investment Management Limited (the "Investment Manager"), incorporated and registered as a licensed fund manager in the Cayman Islands. The Investment Manager receives a fee based on the gross asset value of the Group, payable monthly in arrears, at an annual rate of 2% (30 June 2012: 2%).
Total management fees for the year amounted to USD3.99 million (30 June 2012: USD3.96 million), with USD0.31 million (30 June 2012: USD0.34 million) in outstanding accrued fees due to the Investment Manager at the reporting date.
(b) Performance fees
The Investment Manager is also entitled to a performance fee equal to 20% of the realised returns over an annualised compounding hurdle rate of 8%. There were no performance fees payable for the years ended 30 June 2013 and 30 June 2012.
29 OPERATING LEASE COMMITMENTS
The Group has commitments under non-cancellable operating lease agreements as follows:
30 June 2013 | 30 June 2012 | |
USD'000 | USD'000 | |
Within the next year | 1,481 | 1,398 |
Within two to five years | 5,715 | 5,167 |
Over five years | 2,564 | 3,001 |
Total
| ───── 9,760 ═════ | ───── 9,566 ═════ |
30 FAIR VALUE HIERARCHY
The following table presents financial assets measured at fair value by valuation method. The different levels have been defined as below:
- Level 1: quoted prices (unadjusted) in active markets for identical assets;
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices); and
- Level 3: inputs for the assets that are not based on observable market data (unobservable inputs).
There are no financial liabilities of the Group which were measured using the fair valuation method as at 30 June 2013 and 30 June 2012.
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 measured at fair value in the balance sheet are grouped into the fair value hierarchy as follows:
Level 1 | Level 2 | Level 3 | Total | |
USD'000 | USD'000 | USD'000 | USD'000 | |
30 June 2013 | ||||
Ordinary shares - listed | 54,200 | - | - | 54,200 |
Ordinary shares - unlisted | - | 6,747 | 10,700 | 17,447 |
Government bonds | - | 18,692 | - | 18,692 |
───── 54,200 ═════ | ───── 25,439 ═════ | ───── 10,700 ═════ | ───── 90,339 ═════ | |
30 June 2012 | ||||
Ordinary shares - listed | 52,023 | - | - | 52,023 |
Ordinary shares - unlisted | - | 11,395 | 10,900 | 22,295 |
Corporate bonds | - | 3,519 | - | 3,519 |
───── 52,023 ═════ | ───── 14,914 ═════ | ───── 10,900 ═════ | ───── 77,837 ═════ | |
During the year, there were no transfers between the fair value hierarchy levels (year ended 30 June 2012: Nil). There were also no other reclassifications of financial assets in the current year and prior year.
The fair values of financial assets classified as Level 2, unlisted shares traded over-the-counter and government bonds, are derived based on average brokers' prices and Reuter's yield analysis, respectively.
The fair value of a financial asset classified as Level 3 is derived using discounted cash flows method with the discount rate used of 16.5% (2012: 16.4%).
During the year, there was no change in valuation method used for the purposing of measuring the fair value of the financial asset classified as Level 3. The fair value loss of USD0.2 million was included in the consolidated income statement within fair value loss of financial assets at fair value through profit or loss.
31 FINANCIAL RISK FACTORS
The Group invests in listed and unlisted equity instruments, debt instruments, assets and other opportunities in Vietnam and other countries with the objective of achieving medium to long-term capital appreciation and providing investment income.
The Group is exposed to a variety of financial risks: market risk (including currency risk, interest rate risk, and price 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 the Investment Manager who manages the distribution of the assets to achieve the investment objectives.
The most significant financial risks the Group is exposed to are described below:
(a) Market risk analysis
Foreign exchange and foreign currency sensitivity risks
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 reporting currency.
The Group has not entered into any hedging mechanisms as the estimated benefits of available instruments outweigh their costs. 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.
As at 30 June 2013 and 2012, the Group has foreign currency exposure mainly arising from holding assets which is not denominated in its functional currency. At the reporting date, had the VND weakened/strengthened by 5% in relation to USD, with all other variables held constant, there would be a net exchange loss/gain of USD6.0 million (2012: USD5.8 million).
Price risk
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 factors affecting all instruments traded in the market.
The Group invests in listed and unlisted equity securities and is exposed to market price risk of these securities due to the uncertainties about future values of the investment securities.
The majority of the Group's equity investments are publicly traded on the Vietnam stock exchanges. The Group has no concentration in individual equity positions exceeding 5.9% (2012: 5.4%) of the Group's net assets.
All securities investments present a risk of loss of capital. The Investment Manager manages this risk through the careful selection of securities and other financial instruments within specified limits and by holding a diversified portfolio of listed and unlisted instruments. In addition, the performance of investments held by the Group is monitored by the Investment Manager on a monthly basis and reviewed by the Board of Directors at each quarterly meeting.
If the prices of the securities were to fluctuate by 10%, the impact on the net asset value of the Group would be a gain or loss of USD5.1 million (2012: gain or loss of USD5.9 million).
Cash flow and fair value interest rate risk
The Group's exposure to interest rate risk is related to interest bearing financial assets and financial liabilities. Cash and cash equivalents and bonds are subject to interest at fixed rates. They are exposed to fair value changes due to interest rate changes. The Group currently has no financial liabilities with floating interest rates. As a result, the Group has limited exposure to cash flow and interest rate risk.
(b) 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 each month, it is updated to reflect developments in the market on a timely basis as new information becomes available.
Of the USD26.5 million cash and cash at banks as at 30 June 2013, USD6.9 million was deposited with a bank that have Standard and Poors ('S&P') rating of AA- at the reporting date. Another USD10.2 million were deposited with banks that have S&P ratings of between B+ and BB- at the reporting date. The remaining USD9.4 million was held with banks that have no credit rating by any rating agencies.
All transactions in listed securities are settled upon delivery using approved brokers. The risk of default is considered low, as delivery of securities sold is only made once the broker has received payment. Payment is made for purchases once the securities have been received by the broker. The trade will be unwound if either party fails to meet its obligations.
The carrying amount of trade and other receivables represent the Group's maximum exposure to credit risk in relation to its financial assets.
No credit limits were exceeded during the reporting period other than those fully impaired as disclosed in Note 10 and management does not expect any losses from non-performance by these counterparties.
In accordance with the Group's policy, the Investment Manager continuously monitors the Group's credit position, identified either individually or by group, and incorporates this information into its credit controls.
The Group's 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.
(c) Liquidity risk analysis
The Group invests in both listed securities that are traded in active markets and unlisted securities that are not actively traded.
The Group's listed securities are considered to be readily realisable, as they are mainly listed on the Vietnam Stock Exchanges. However, there have been times in the past when, due to restrictions imposed by the market daily trading bands, shares cannot be sold immediately. Under such circumstances it is likely that the Group's holdings in listed shares are not immediately realisable.
Unlisted securities, which are not traded in an organised public market, may be illiquid. As a result, the Group may not be able to quickly liquidate its investments in these instruments at an amount close to fair value in order to respond to its liquidity requirements or to other specific events such as deterioration in the creditworthiness of a particular issuer. However, the Group has the ability to borrow in the short-term to ensure sufficient cash is available for any settlements due.
At the reporting date, the Group's liabilities which have contractual maturities are summarised below:
Current | |||
Within 6 months | 6 to 12 months |
Total | |
USD'000 | USD'000 | USD'000 | |
30 June 2013 | |||
Trade and other payables (*) | - | 1,665 | 1,665 |
Payable to related parties | 318 | - | 318 |
| ─── 318 ═══ | ──── 1,665 ════ | ──── 1,983 ════ |
30 June 2012 | |||
Trade and other payables (*) | - | 2,344 | 2,344 |
Payable to related parties | 389 | - | 389 |
Borrowings | - | 460 | 460 |
─── 389 ═══ | ──── 2,804 ════ | ──── 3,193 ════ |
(*) These balances exclude unearned revenue
The above contractual maturities reflect the gross cash flows, which may differ to the carrying value of the liabilities at the reporting date. Balances due within 12 months equal their carrying value as the impact of discounting is not significant.
(d) Capital management
The Group's capital management objectives are to achieve capital growth and to ensure the Group's ability to continue as a going concern.
The Group considers the capital to be managed as equal to the net assets attributable to the holders of ordinary shares. The Group is not subject to externally imposed capital requirement. The Group has engaged the Investment Manager to allocate the net assets in such a way so as to generate investment returns that are commensurate with the investment objectives outlined in the Group's offering documents.
Related Shares:
Vietnam Infrastructure