7th Nov 2011 12:38
Vietnam Infrastructure Limited
Audited financial results for the twelve months ended 30 June 2011
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 2011 ('the period').
Financial highlights:
·; Net loss attributable to shareholders for the period of USD56.2 million (2010: net loss of USD4.1 million).
·; Losses per share of USD0.14 (2010: losses per share of USD0.01).
·; Net Asset Value ("NAV") of USD199.6 million (2009: USD257 million), and NAV per share of USD0.50 (2010: USD0.64).
·; Cash and equivalents at 30 June 2010 of USD67.4 million.
·; No debt at the fund level.
Performance highlights:
·; Increased ownership stake in Ba Thien II Industrial Park and HNEM hydro power plant, and acquired controlling stakes in three BTS tower operators (MIS, GII and VNC-55).
·; Divestment from mature or weak outlook listed companies including ITA, PPC and GMD.
·; Investment in listed companies including PetroVietnam Fertilizer & Chemical JSC ("DPM"), Phuoc Hoa Rubber JSC ("PHR") and PetroVietnam Southern Gas JSC ("PGS"). DPM and PHR represent the fund's first investments in the agribusiness sector.
Commenting, Paul Cheng, Chairman of Vietnam Infrastructure Limited, said:
"The market backdrop in Vietnam of high inflation, tightened fiscal policies and a slowdown in GDP has proved a testing one for infrastructure investments, affecting projects in need of development financing and listed infrastructure companies which have seen their share prices fall. However there are sectors such as agriculture and logistics which still offer high growth potential, and VNI has adapted its investment strategy accordingly. We now have an excellent pipeline of deals in these new areas and aim to be fully deployed by the end of the calendar year."
Notes to Editors:
VinaCapital is the leading investment management and real estate development firm in Vietnam, with a diversified portfolio of USD1.7 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, Phnom Penh (Cambodia) 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:
Michael L. Gray
VinaCapital Investment Management Limited
Investor Relations/Communications
+84 8 821 9930
Philip Secrett
Grant Thornton Corporate Finance, Nominated Adviser
+44 (0)20 7383 5100
Hiroshi Funaki
LCF Edmond de Rothschild Securities, Broker
+44 (0)20 7845 5960
David Benda / Hugh Jonathan
Numis Securities Limited, Broker
+44 (0)20 7260 1000
Mark Walters
FTI Consulting, Public Relations (Hong Kong)
+852 3716 9802
Andrew Walton
FTI Consulting, Public Relations (London)
+44 (0)20 7269 7204
Chairman's statement
Dear shareholders,
After serving as Independent Director of VNI since the fund's inception, in March of this year I was appointed as Chairman. I accepted this post because I believe we now have the right management in place to deliver results over the longer term.
The 2011 financial year saw Vietnam's economy constrained by renewed high inflation, which required tightened fiscal and monetary policies. Credit growth was reined in, and GDP growth slowed to 5.6 percent year-on-year at 30 June 2011, down from 6.8 percent GDP growth in 2010. Domestic investors saw high VND deposit rates, and little reason to put their money in equities. The Vietnam Index fell 15.1 percent in USD terms over the first half of 2011.
In this environment, infrastructure investments were tested across many fronts. Projects with a need for development financing were affected by the tight liquidity in the market, as were listed positions that saw share prices fall - even as many continued to grow in terms of revenue and profits. Nonetheless, some sectors of the economy continued to perform well, including agriculture and commodities. Overall, Vietnam's export performance was strong and the country will have an estimated 2011 balance of payments surplus of USD4.5 billion.
During the year, VNI focused its efforts on restructuring its key assets to create improved exit opportunities, and on investing into new sectors that offer high-growth potential, particularly agriculture and logistics. Unfortunately, the poor market performance in Vietnam saw the fund's listed and OTC holdings decline in value, and also necessitated the write-down of one PE asset, Vietstar.
Portfolio developments during the year included significant progress at the Ba Thien II industrial park project, which has seen its value increase dramatically after the first lease was signed with an anchor tenant. VNI increased its stake in Ba Thien II during the year, and also increased its stake in BTS leasing firm Mobile Information Service JSC. The Fund was also active in the capital markets, acquiring positions in Binh Chanh Construction Investment Shareholding Company, Development Investment Construction JSC, Gemadept Corporation, and the PetroVietnam subsidiaries PetroVietnam Drilling and Well Services JSC and PetroVietnam Technical Service Corporation, among others.
While FY2011 did not see the Fund enter any significant new private equity investments, there was solid progress nonetheless in restructuring the portfolio and preparing key assets for eventual exits. The Industrial Park holdings are potential exits within the next 12-18 months, and the restructuring of the BTS holdings is nearly complete, including the Singapore-based holding company. The Fund has a significant pipeline of deals in its new focus areas - agriculture and logistics - and should reach full deployment of capital by the end of December 2011.
Thank you for your continued support.
Paul Cheng
Chairman
VinaCapital Vietnam Opportunity Fund Ltd
4 November 2011
Consolidated Statement of Financial Position
Note | 30 June 2011 | 30 June 2010 | ||
ASSETS | USD'000 | USD'000 | ||
Non-current | ||||
Investment property | 7 | 33,426 | 3,538 | |
Prepayments for acquisitions of investments | 8 | 10,413 | 16,159 | |
Investments in associates | 9 | 23,886 | 30,624 | |
Property, plant and equipment | 164 | 21 | ||
Long-term prepayments | 58 | 272 | ||
Other long-term receivables | 548 | - | ||
Non-current assets | 68,495 | 50,614 | ||
Current | ||||
Inventories | 161 | - | ||
Trade and other receivables | 10 | 3,723 | 10,951 | |
Financial assets at fair value through profit or loss | 11 | 72,930 | 112,776 | |
Prepayment to suppliers | 348 | - | ||
Short-term investments | - | 8,819 | ||
Loan receivables | 410 | - | ||
Cash and cash equivalents | 13 | 67,391 | 79,938 | |
Current assets | 144,963 | 212,484 | ||
Total assets | 213,458 | 263,098 | ||
EQUITY AND LIABILITIES | ||||
Equity attributable to shareholders of the parent: | ||||
Share capital | 14 | 4,021 | 4,021 | |
Additional paid-in capital | 346,157 | 346,157 | ||
Treasury shares | (635) | (635) | ||
Translation reserve | (1,614) | (378) | ||
Other reserves | 47 | 60 | ||
Accumulated losses | (148,417) | (92,216) | ||
199,559 | 257,009 | |||
Non-controlling interests | 4,522 | 624 | ||
Total equity | 204,081 | 257,633 | ||
LIABILITIES | ||||
Non-current | ||||
Long-term borrowings and debts | 16 | 309 | - | |
Current | ||||
Payables to related parties | 15 | 2,269 | 974 | |
Short-term borrowings and debts | 16 | 1,530 | - | |
Trade and other payables | 5,269 | 4,491 | ||
Current liabilities | 9,068 | 5,465 | ||
Total liabilities | 9,377 | 5,465 | ||
Total equity and liabilities | 213,458 | 263,098 | ||
Net assets value per share attributable to equity shareholders of the parent (USD per share) | 22 | 0.50 | 0.64 |
Consolidated Statement of Changes in Equity
Equity attributable to shareholders of the parent | |||||||||
Share capital
USD'000 | Additional paid-in capital
USD'000 | Treasury shares
USD'000 | Translation reserve
USD'000 |
Other reserve
USD'000 | Accumulated losses
USD'000 | Total
USD'000 | Non-controlling interests
USD'000 | Total equity
USD'000 | |
Balance at 1 July 2009 | 4,021 | 346,157 | (635) | (139) |
- | (88,141) | 261,263 | 885 | 262,148 |
Change in interests in subsidiaries -does not result loss of control | - | - | - | - |
60 | - | 60 | - | 60 |
Transactions with owners | 4,021 | 346,157 | (635) | (139) |
60 | (88,141) | 261,323 | 885 | 262,208 |
Loss for the year ended 30 June 2010 | - | - | - | - |
- | (4,075) | (4,075) | (95) | (4,170) |
Other comprehensive income/ (loss) | |||||||||
·; Foreign exchange difference from translations of foreign operations | - | - | - | (239) |
- | - | (239) | (166) | (405) |
Total comprehensive loss | - | - | - | (239) |
- | (4,075) | (4,314) | (261) | (4,575) |
Balance at 30 June 2010 | 4,021 | 346,157 | (635) | (378) |
60 | (92,216) | 257,009 | 624 | 257,633 |
Balance at 1 July 2010 | 4,021 | 346,157 | (635) | (378) |
60 | (92,216) | 257,009 | 624 | 257,633 |
Change in interests in subsidiaries -does not result loss of control | - | - | - | - | (13) | - | (13) | - | (13) |
Transactions with owners | 4,021 | 346,157 | (635) | (378) | 47 | (92,216) | 256,996 | 624 | 257,620 |
Capital contribution in subsidiaries | - | - | - | - | - | - | - | 886 | 886 |
Acquisition of subsidiaries | - | - | - | - | - | - | - | 4,146 | 4,146 |
Loss for the year ended 30 June 2011 | - | - | - | - |
- | (56,201) | (56,201) | 1,483 | (54,718) |
Other comprehensive loss | |||||||||
·; Foreign exchange difference from translations of foreign operations | - | - | - | (1,236) | - | - | (1,236) | (2,617) | (3,853) |
Total comprehensive loss | - | - | - | (1,236) | - | (56,201) | (57,437) | (1,134) | (58,571) |
Balance at 30 June 2011 | 4,021 | 346,157 | (635) | (1,614) | 47 | (148,417) | 199,559 | 4,522 | 204,081 |
Consolidated Statement of Income
Notes | Year ended | ||
30 June 2011 | 30 June 2010 | ||
USD'000 | USD'000 | ||
Revenue | 1,168 | - | |
Cost of sales | (831) | - | |
Gross profit | 337 | - | |
Net changes in fair value of financial assets at fair value through profit or loss | 17 | (49,072) | 33 |
Changes in fair value of investment properties | 7 | 8,331 | - |
Administration expenses | 18 | (7,066) | (7,313) |
Loss from operating activities | (47,470) | (7,280) | |
Finance income | 19 | 6,362 | 5,805 |
Finance expenses | 20 | (13,210) | (3,582) |
Share of (loss)/profit of associates | 9 | (762) | 426 |
Other expenses | (54) | - | |
Other income | 448 | 461 | |
(7,216) | 3,110 | ||
Loss before income tax from continuing operations | (54,686) | (4,170) | |
Income tax | 21 | (32) | - |
Net loss from continuing operations | (54,718) | (4,170) | |
Attributable to equity shareholders of the parent company | (56,201) | (4,075) | |
Attributable to holders of non-controlling interest | 1,483 | (95) | |
Losses per share - basic and diluted (USD per share) | 22 | (0.14) | (0.01) |
Consolidated Statement of Other Comprehensive Income
Year ended | ||||
30 June 2011 | 30 June 2010 | |||
USD'000 | USD'000 | |||
Net loss for the year | (54,718) | (4,170) | ||
Other comprehensive incomes (losses) | ||||
- Foreign exchange differences from translations of foreign operations | (3,853) | (405) | ||
Other comprehensive losses | (3,853) | (405) | ||
Total comprehensive losses | (58,571) | (4,575) | ||
Attributable to equity shareholders of the parent company | (57,437) | (4,314) | ||
Attributable to holders of non-controlling interest | (1,134) | (261) | ||
(58,571) | (4,575) | |||
Consolidated Statement of Cash Flows
Year ended | ||
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Operating activities | ||
Net loss before income tax | (54,686) | (4,170) |
Adjustments for: | ||
Loss/(gain) on disposal of financial assets | 2,914 | (3,948) |
Share of loss/(profit) of associates | 762 | (426) |
Unrealised foreign exchange losses | 11,433 | 9,451 |
Unrealised losses/(gains) on revaluation of financial assets | 37,907 | (1,725) |
Gain from fair value adjustments of investment properties | (8,331) | - |
Impairment loss from interest receivable | 8,969 | - |
Interest income | (3,620) | (4,145) |
Dividend income | (2,742) | (1,660) |
Net losses before changes in working capital | (7,394) | (6,623) |
Changes in short-term investments | 8,819 | 13,850 |
Changes in trade and other receivables | (4,143) | 2,904 |
Changes in trade and other payables | 2,531 | 2,694 |
Changes in prepayments | 272 | (868) |
Cash flows from operating activities | 85 | 11,957 |
Investing activities | ||
Interest received | 3,646 | 1,958 |
Dividends received | 2,742 | 1,660 |
Investments in associates | (1,418) | (7,988) |
Acquisitions of subsidiaries | (4,073) | - |
Acquisitions of investment properties | (4,784) | - |
Acquisitions of financial assets | (18,953) | (63,623) |
Acquisitions of fixed assets | (30) | - |
Proceeds from disposals of financial assets | 9,422 | 22,618 |
Other cash outflows from investing activities | - | (272) |
Cash flows from investing activities | (13,448) | (45,647) |
Financing activities | ||
Net proceeds from loans | 1,839 | - |
Cash flow from financing activities | 1,839 | - |
Net change in cash and cash equivalents from continuing operations | (11,524) | (33,690) |
Effects of unrealised foreign exchange differences on cash and cash equivalents | (1,023) | (875) |
Cash and cash equivalents at the beginning of the year | 79,938 | 114,503 |
Cash and cash equivalents at the end of the year | 67,391 | 79,938 |
Notes to the Consolidated 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 Company's principal activity is to invest in a diversified portfolio of entities owning infrastructure projects and assets in Vietnam and the surrounding countries. The Company mainly invests and holds equity, debt and hybrid instruments of unquoted companies that themselves hold, develop or operate infrastructure assets. The Company may also invest in entities whose shares or other instruments are listed on a stock exchange, or traded on the OTC markets. The Company also may invest in other funds that invest in infrastructure. The Company's shares are listed on the AIM Market of the London Stock Exchange under the ticker symbol VNI.
The Company does not have a fixed life but the Board considers it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, the Board will convene an extraordinary general meeting of the Company in 2017 where a special resolution will be proposed that the Company continue as presently constituted. If the resolution is passed, the Board intends that a similar resolution will be proposed at an extraordinary general meeting to be convened each fifth subsequent year thereafter. If the resolution is not passed, the Directors will be required to formulate proposals to be put to Shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up.
The consolidated financial statements for the year ended 30 June 2011 were authorised for issue by the Company's Board of Directors on 4 November 2011
2. Statement of compliance with IFRS and adoption of new and amended standards and interpretations
2.1 Statement of compliance with IFRS
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
2.2 Changes in accounting policies
2.2.1 Overall considerations
The Group has adopted the following new interpretations, revisions and amendments to IFRS issued by the IASB, which are relevant to and effective for the Group's financial statements for the annual period beginning 1 July 2010:
- IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
- Annual Improvements 2009
·; IAS 17 Leases
- Annual Improvements 2010
·; IFRS 3 Business Combinations
·; IFRS 7 Financial Instruments: Disclosure
·; IAS 1 Presentation of Financial Statements
·; IAS 21 The Effects of Changes in Foreign Exchange Rates and IAS 28 Investments in Associates
The significant effects on current, prior or future periods arising from the first-time application of these new requirements in respect of presentation, recognition and measurement are described in note 2.2.2. An overview of standards, amendments and interpretations to IFRSs issued but not yet effective is given in note 2.2.3.
2.2.2 Adoptions of revised and amended standards
Adoption of Annual Improvements to IFRSs 2009
The Improvements to IFRSs 2009 made several minor amendments to IFRSs. The only amendment relevant to the Group relates to IAS 17 Leases ("IAS 17"). The amendment requires that leases of land are classified as finance or operating by applying the general principles of IAS 17. Prior to this amendment, IAS 17 generally required a lease of land to be classified as an operating lease. The Group has reassessed the classification of the land elements of its unexpired leases at 1 July 2010 on the basis of information existing at the inception of those leases and has determined that none of its leases requires reclassification.
Adoption of Annual Improvements to IFRSs 2010
The IASB has issued Improvements to IFRS 2010. Most of these amendments become effective in annual periods beginning on or after 1 July 2010 or 1 January 2011. The Group has applied the amendments to IFRS 3 Business Combinations, IFRS 7 Financial instruments: Disclosure, IAS 1 Presentation of Financial Statements, IAS 21 The Effects of Changes in Foreign Exchange Rates, and IAS 28 Investments in Associates to the current consolidated financial statements.
The amendments to IFRS 3 Business Combinations ("IFRS 3") are effective for the periods beginning on or after 1 July 2010. In respect of transition requirements for contingent consideration from a business combination that occurred before the effective date of the revised IFRS, the improvements clarify that contingent consideration balances arising from business combinations that occurred before an entity's date of adoption of IFRS 3 (Revised 2008) shall not be adjusted on the adoption date. Guidance is also provided on the subsequent accounting for such contingent balances. In respect of measurement of non-controlling interest ("NCI"), the choice of measuring NCI either at fair value or at the proportionate share in the recognised amounts of an acquiree's identifiable assets, is now limited to NCI that are present ownership instruments and entitle their holders to a proportionate share of the acquiree's net assets in the event of liquidation. This clarifies that all other components of NCI shall be measured at their acquisition date fair values, unless another measurement basis is required by IFRS. The Group has applied IFRS 3 Business Combinations prospectively to all business combinations from 1 July 2010.
The amendments to IFRS 7 Financial instruments: Disclosure ("IFRS 7") are effective for the periods beginning on or after 1 January 2011. The amendments to IFRS 7 were early adopted by the Group for the year ended 30 June 2010. This clarifies the disclosure requirement of the standards to remove inconsistencies, duplicative disclosure requirements and specific disclosures that may be misleading. The Group has made sufficient disclosure in compliance with IFRS 7 in the consolidated financial statements.
The amendments to IAS 1 Presentation of Financial Statements are effective for the periods beginning on or after 1 January 2011. The amendments to IFRS 1 were early adopted by the Group for the year ended 30 June 2010. This clarifies that entities may present the required reconciliations for each component of other comprehensive income either in the Consolidated Statement of Changes in Equity or in the notes to financial statements. The Group has presented the required reconciliations for each component of other comprehensive income in the Consolidated Statement of Changes in Equity.
The amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates ("IAS 21") and IAS 28 Investments in Associates ("IAS 28") are effective for the periods beginning on or after 1 July 2010. These amend the transition requirements to apply certain consequential amendments arising from the IAS 27 (2008) amendments prospectively, to be consistent with the related IAS 27 transition requirement. The adoptions have no impact on the consolidated financial statements.
2.2.3 Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Group.
Management anticipates that all of the pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's 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 financial statements.
IFRS 9 Financial Instruments (effective from 1 January 2013) ("IFRS 9")
The IASB aims to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety. The replacement standard (IFRS 9) is being issued in phases. The chapters dealing with recognition, classification, measurement and derecognition of financial assets and liabilities have been issued. These chapters are effective for annual periods beginning 1 January 2013. IFRS 9 is the first part of Phase 1 of this project. The main phases are:
·; Phase 1: Classification and Measurement
·; Phase 2: Impairment methodology
·; Phase 3: Hedge accounting
Further chapters dealing with impairment methodology and hedge accounting are still being developed.
Management have yet to assess the impact that this amendment is likely to have on the consolidated financial statements of the Group. However, they do not expect to implement the amendments until all chapters of IFRS 9 have been published and they can comprehensively assess the impact of all changes.
IFRS 10 Consolidated Financial Statements (effective from 1 July 2013)
IFRS 10: "Consolidated Financial Statements" was issued by the IASB in May 2011 and replaces both the existing IAS 27: "Consolidated and Separate Financial Statements" and SIC 12: "Consolidation-Special Purpose Entities". The new standard revises the definition of control and related application guidance so that a single control model can be applied to all entities. This standard will apply to the Group from 1 July 2013 butis not expected to have a material impact on the Group's financial statements.
IFRS 12 Disclosure of Interests in other Entities (effective from 1 July 2013)
IFRS 12: "Disclosure of Interests in other Entities" was issued by the IASB in May 2011 and is a new and comprehensive standard on disclosure requirements for all forms on interests in other entities, including subsidiaries, joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. This standard is applicable from 1 July 2013 and management is currently assessing the impacts of the standard, which will be limited to disclosure impacts only. There have also been consequential amendments to IAS 28: "Investments in Associates" as a result of above new standard. These amendments are applicable from 1 July 2013.
Consequential amendments to IAS 27 and IAS 28 Investments in Associates and Joint Ventures (IAS 28)
IAS 27 now only deals with separate financial statements. IAS 28 brings investments in joint ventures into its scope. However, IAS 28's equity accounting methodology remains unchanged.
IFRS 13 Fair Value Measurements (effective from 1 July 2013)
IFRS 13: "Fair Value Measurements" was issued by the IASB in May 2011 and provides a precise definition of fair value, as a single source of fair value measurement and prescribes disclosure requirements for use across IFRS. The requirements 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. The standard will apply to the Group from 1 July 2015 and at this stage it is believed there will be no impact.
Amendments to IAS 1 Presentation of Financial Statements (IAS 1 Amendments)
The IAS 1 Amendments 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. It is applicable for annual periods beginning on or after 1 July 2012. The Group's management expects this will change the current presentation of items in other comprehensive income; however, it will not affect the measurement of recognition of such items.
3. Summary of significant accounting policies
3.1 Presentation of consolidated financial statements
The consolidated financial statements are presented in United States dollars (USD) and all values are rounded to the nearest thousand ('000) unless otherwise indicated.
The significant accounting policies that have been used in the preparation of these consolidated financial statements are summarised below. These policies have been consistently applied to all the years presented unless otherwise stated.
The preparation of consolidated financial statements in accordance with IFRS requires the use of certain accounting estimates and assumptions. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. 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 4 to the consolidated financial statements.
3.2 Basis of consolidation
The consolidated financial statements of the Group for the year ended 30 June 2011 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interests in associates.
3.3 Subsidiaries
Subsidiaries are all entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from their activities. In assessing control, potential voting rights that presently are exercisable, along with contractual arrangements, are taken into account. 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 subsidiaries of the Group have a reporting date of 30 June. For those subsidiaries with a different reporting date the Group consolidate management information which is subject to audit for the period to 30 June.
In addition, acquired subsidiaries are subject to application of the purchase method. This involves the revaluation at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated statement of financial position at their fair value amounts, which are also used as the basis for subsequent measurement in accordance with the Group's accounting policies. Goodwill represents the excess of acquisition cost over the fair value of the Group's share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Gain on bargain purchase is immediately allocated to the Consolidated Statement of Income as at the acquisition date. All acquisition related costs are expensed in the period in which the costs are incurred and not included in the cost of investment.
All payments to purchase a business are recorded at fair value at the acquisition date. Some changes in the fair value of contingent consideration that the Group recognises after the acquisition date may be the result of additional information that the Group obtained after that date about facts and circumstances that existed at the acquisition date. Where the changes in fair value of the contingent consideration are not measurement period adjustments, contingent consideration classified as equity is not re-measured, contingent consideration classified as an asset or a liability which is a financial instrument within the scope of IAS 39 is measured at fair value with gains and losses recognised either in Consolidated Statement of Income or in other comprehensive income according to the requirements of IAS 39, and contingent consideration classified as an asset or a liability outside the scope of IAS 39 is accounted for in accordance with IAS 37 or other IFRS as appropriate.
Contingent consideration balances arising from business combinations whose acquisition dates prior to 1 July 2010 shall not be adjusted retrospectively. If a business combination provides for an adjustment to the cost of the combination contingent on future events, the Group shall include the amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
All inter-company balances and significant inter-company transactions and resulting unrealised profits or losses (unless losses provide evidence of impairment) are eliminated on consolidation.
A non-controlling interest represents the portion of the Statement of Income and net assets of a subsidiary attributable to an equity interest that is not owned by the Group. For each business combination, the acquirer shall measure at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation either at fair value or at the present ownership instruments' proportionate share in the recognised amounts of the acquiree's identifiable net assets. Non-controlling interest is based upon the non-controlling interest's share of post-acquisition fair values of the subsidiary's identifiable assets and liabilities. All other components of non-controlling interests shall be measured at their acquisition-date fair values, unless another measurement basis is required by other standards. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in ownership interests in a subsidiary that do not result in gaining or losing control of the subsidiary are accounted for as equity transactions whereby the difference between the consideration paid and the proportionate change in the parent entity's interest in the carrying value of the subsidiary's net assets is recorded directly in equity and attributable to the owners. No adjustment is made to the carrying value of the subsidiary's net assets as reported in the consolidated financial statements.
Where the business combination is achieved in stages, the Group shall re-measure its previously held equity interest in the acquiree at its acquisition-date fair value and recognise the resulting gain or loss, if any, in profit or loss or other comprehensive income, as appropriate. In prior reporting periods, the Group may have recognised changes in the value of its equity interest in the acquiree in other comprehensive income. If so, the amount that was recognised in other comprehensive income shall be recognised on the same basis as would be required if the Group had disposed directly of the previously held equity interest.
3.4 Associates
Associates are those entities over which the Group is able to exert significant influence, generally accompanying a shareholding of between 20% to 50% of voting rights, but which are neither subsidiaries nor investments in joint ventures. In the consolidated financial statements, investments in associates are initially recorded at cost and subsequently accounted for using the equity method.
Under the equity method, the Group's interest in an associate is carried at cost and the carrying amount is then increased or decreased to recognise the Group's share of profit or loss of the associate after the date of acquisition and any changes in the associate's other comprehensive income less any identified impairment loss, unless it is classified as held for sale or included in a disposal group that is classified as held for sale. The Consolidated Statement of Income includes the Group's share of the post-acquisition, post-tax results of the associate for the year, including any impairment loss on goodwill relating to the investment in associate recognised for the year.
Adjustments to the carrying value of the associate are necessary for changes in the associate's other comprehensive income that have not been recognised in their Consolidated Statement of Income, primarily those arising on the revaluation of plant, property and equipment. The Group's share of such changes are recognised specifically in other comprehensive come.
When the Group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has legal or constructive obligations, or made payments, on behalf of the associate.
Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is treated as goodwill. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group.
Goodwill is included within the carrying amount of an investment and is assessed for impairment as part of the investment. After the application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group's investments in its associates. At each reporting date, the Group determines whether there is any objective evidence that an investment in an associate is impaired. If such indications are identified, the Group calculates the amount of impairment as being the difference between the recoverable amount of the associate and its respective carrying amount.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in an associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
3.5 Functional and presentation currency
The 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, which may be Vietnamese Dong ("VND") or USD ("the functional currency"). The financial statements prepared using Vietnamese Dong are then translated into the presentation currency of USD. USD is used as the presentation currency because it is the primary basis for the measurement of the performance of the Group (specifically changes in the Net Asset Value of the Group) and a large proportion of significant transactions of the Group are denominated in USD.
3.6 Foreign currency translation
In the individual financial statements of the consolidated entities, transactions arising in currencies other than the functional currency of the individual entity are translated at exchange rates in effect on the transaction dates. Monetary assets and liabilities denominated in currencies other than the functional currency of the individual entityare translated at the exchange rates in effect at the reporting date. Translation gains and losses and expenses relating to foreign exchange transactions are recognised in the Consolidated Statement of Income.
In the consolidated financial statements all individual financial statements of subsidiaries where the functional currency is different from the Group's presentation currency, are converted into USD. Assets and liabilities are translated into USD at the closing rate of the reporting date. Income and expenses are translated using the exchange rates at the dates of the transactions. Where the average rates approximate the exchange rates at the dates of the transactions, income and expenses are translated into the Group's presentation currency at the average rates over the reporting period. Any differences arising from this translation are recognised in other comprehensive income.
3.7 Revenue recognition
Rental income
Rental income from investment property is recognised in the Consolidated Statement of Income on a straight-line basis over the term of the operating lease.
Interest income
Interest income is recognised on the effective interest rate basis.
Dividend income
Dividend income is recorded when the Group's right to receive the dividend is established.
3.8 Expense recognition
All expenses, including management fees and custodian fees, are recognised in the Consolidated Statement of Income on an accruals basis.
3.9 Investment property
Investment properties are properties owned or held under finance leases to earn rentals or capital appreciation, or both, or land held for a currently undetermined use. Property held under operating leases (including leasehold land) that would otherwise meet the definition of investment property and fair value model is applied for the property is classified as investment property on a property by property basis. If a leased property does not meet this definition it is recorded as an operating lease.
Property under construction or development for future use as investment property is treated as investment property and is measured at fair value where the fair value of the investment property under construction or development for future use can be reliably determined.
Investment properties are stated at fair value. Independent valuation companies, with appropriately recognised professional qualifications and recent experience in the location and category being valued, value each property each year. On the valuation date, the fair value is estimated assuming that there is an agreement between a willing buyer and a willing seller in an arm's length transaction after proper marketing; wherein the parties had each acted knowledgeably, prudently and without compulsion. The valuations are prepared based upon direct comparison with sales of other similar properties in the area and the expected future discounted cash flows of a property using a yield that reflects the risks inherent in those cash flows. Valuations and fair value of the properties are reviewed and determined by the Valuation Committee and approved by the Board of Directors. Discount rates in the range from 13% to 20% are considered appropriate for properties in different locations. Where the Valuation Committee considers the discount rate applied by the independent valuers to be too low or if there are factors that the external independent valuers have not considered in their determination of a property's fair value, they will adjust the discount rate upwards in the discounted cash flow projections, whereby decreasing the property's net present valuation.
Any gain or loss arising from a change in fair value is recognised in the Consolidated Statement of Income.
3.10 Financial assets
Financial assets are divided into the following categories: loans and receivables, and financial assets at fair value through profit or loss.
Management determines the classification of its financial assets at initial recognition depending on the purpose for which the financial assets were acquired. Where allowed and appropriate management reclassifies this designation at each reporting date. The designation of financial assets is based on the investment strategy set out in the Group's Admission Document to the London Stock Exchange's AIM, dated 29 June 2007.
All financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the instrument. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at a fair value through profit or loss, directly attributable transaction costs.
Derecognition of financial assets occurs when the rights to receive cash flows from the investments expires or are transferred and substantially all of the risks and rewards of ownership have been transferred. At each reporting date, financial assets are reviewed to assess whether there is objective evidence of impairment. If any such evidence exists, any impairment loss is determined and recognised based on the classification of the financial assets.
The Group's financial assets consist primarily of listed and unlisted equities, bonds, loans and receivables.
Loans and receivables
All loans and receivables are non-derivative financial assets with fixed or determinable pay-ments that are not quoted in an active market. After initial recognition these are measured at amortised cost using the effective interest method, less provision for impairment. Any change in their value is recognised in the Consolidated Statement of Income. Discounting, however, is omitted where the effect of discounting is immaterial.
The Group's cash and cash equivalents, trade and other receivables, short term investments and prepayments for acquisition of investments fall into this category of financial instruments.
Significant receivables are considered for impairment when they are overdue or when other objective evidence is received that a specific counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups, which are determined by reference to the industry and other available features of shared credit risk characteristics. The percentage of the write-down is then based on recent historical counterparty default rates for each identified group. Impairments of trade and other receivables are presented within "other expenses".
Financial assets at fair value through Profit and Loss
Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or are designated by the entity to be carried at fair value through profit or loss upon initial recognition. Financial assets at fair value through profit or loss held by the Group include listed and unlisted securities and bonds.
Purchase or sale of financial assets is recognised using trade date accounting. The trade date is the date that an entity commits itself to purchase or sale of an asset.
Net changes in fair value of financial assets at fair value through profit or loss includes net unrealised gains in fair value of financial assets and net gains from realisation of financial assets during the year.
3.11 Prepayments for acquisitions of investments
These represent prepayments made by the Group to property vendors for land compensation and other related costs, and professional fees directly attributed to the projects, where the final transfer of the property is pending the approval of the relevant authorities and/or is subject to either the Group or the vendor completing certain performance conditions set out in agreements. 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 investment properties and accounted for accordingly.
3.12 Long-term prepayments
These prepayments represent the costs incurred for an establishment of a subsidiary. Such amounts are measured initially at cost and will be considered as contributed capital by the Group once the approval is obtained.
3.13 Impairment of assets
The amount of the impairment loss is the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the financial asset's original effective interest rate. The Group's investment properties and interests in associates, plant and equipment, trade and other receivables and other assets are subject to impairment testing.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level.
All individual assets or cash generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised in the Consolidated Statement of Income immediately for the amount by which the asset's carrying amount exceeds its recoverable amount unless the relevant asset is carried at a revalued amount under the Group's accounting policy. An impairment loss on a revalued asset is treated as a revaluation decrease, but only to the extent of the revaluation surplus for that same asset. Further impairment losses are recognised in the Consolidated Statement of Income. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the assets.
3.14 Income tax
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal 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. Current and deferred tax shall be recognised as income or an expense and included in Consolidated Statement of Income for the year. Current tax and deferred tax shall be charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly to equity; and if the tax relates to items recognised in other comprehensive income, it is recognised in other comprehensive income.
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 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. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
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 Statement of Income. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that is charged directly to equity are charged or credited directly to equity.
Withholding taxes imposed on investment income
The Group currently incurs withholding taxes imposed by local jurisdictions on investment income. Such income is recorded net of withholding taxes in the Consolidated Statement of Income.
3.15 Cash and cash equivalents
Cash and cash equivalents include cash at banks and cash on hand as well as short term highly liquid investments such as money market instruments and bank deposits with original maturity terms of not more than three months.
3.16 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. Any transaction costs associated with the issuing of shares are deducted from additional paid-in capital, net of any related income tax benefits.
Currency translation differences on net investments in foreign operations are included in the translation reserve.
Retained earnings include all current and prior period results of operations as disclosed in the consolidated statement of changes in equity.
Treasury shares represent the shares repurchased by the Group. These repurchased shares reduce total capital.
Changes in ownership interests in a subsidiary that do not result in gaining or losing control of the subsidiary are accounted for as equity transactions and are recorded in other reserve in Equity.
3.17 Financial liabilities
The Group's financial liabilities include trade and other payables, payables to related parties and other liabilities.
Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest related charges are recognised as an expense in finance costs in the consolidated Statement of Income.
Trade and other payables, payables to related parties and other liabilities are recognised initially at their fair value and subsequently measured at amortised cost, using the effective interest rate method.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.
3.18 Provisions, contingent liabilities and contingent assets
Provisions are recognised when present obligations will probably lead to an outflow of economic resources from the Group that can be reliably estimated. A present obligation arises from the presence of a legal or constructive obligation that has resulted from past events. Provisions are not re-cognised 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 any uncertainty about the timing or amount of the future expenditure required 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 Group's management.
The Group does not recognise a contingent liability but discloses its existence in the consolidated financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the rare circumstance where there is a liability that cannot be recognised because it cannot be measured reliably.
A contingent asset is a possible asset that arises from past events, the existence of which will be confirmed by uncertain future events beyond the control of the Group. The Group does not recognise contingent assets but discloses their existence when inflows of economic benefits are probable, but not virtually certain.
3.19 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. Parties are considered to be related to the Group if:
·; directly or indirectly, a party controls, is controlled by, or is under common control with the Group; has an interest in the Group that gives it significant influence over the Group; or has joint control over the Group;
·; a party is a jointly-controlled entity;
·; a party is an associate;
·; a party is a member of the key management personnel of the Group; or
·; a party is a close family member of the above categories.
3.20 Segment analysis
An operating segment is a component of the Group:
1. that engages in investment activities from which it may earn revenues and incur expenses;
2. whose operating results are based on internal management reporting information that is regularly reviewed by the Investment Manager to make decisions about resources to be allocated to the segment and assess its performance; and
3. for which discrete financial information is available.
3.21 Earnings per share and net asset value per share
The Group presents basic earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the Consolidated Statement of Income attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
Net asset value ("NAV") per share is calculated by dividing the net asset value attributable to ordinary shareholders of the Company by the number of outstanding ordinary shares as at the reporting date. NAV is determined as total assets less total liabilities and non-controlling interests.
4. Critical accounting estimates and judgements
When preparing the consolidated financial statements, management 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 the Company's 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:
Fair value of financial assets
Listed securities are quoted at the bid price at each reporting date. For unlisted securities which are traded in an active market, the fair value is the average quoted bid 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 its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the reporting date. Independent valuations are also obtained from appropriately qualified independent valuation firms 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.
Fair value of investment properties
The investment properties of the Group and its undertakings and its associates are stated at fair value in accordance with accounting policy 3.9. The fair values of investment properties, leasehold land and buildings are based on valuations by independent professional valuers including: CB Richard Ellis, Savills, Jones Lang LaSalle, Colliers, Sallmanns and HVS. These valuations are based on certain assumptions, which are subject to uncertainty and might materially differ from the actual results. The estimated fair values provided by the independent valuation companies 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) recent developments and changes in laws and regulations that might affect zoning and/or the Group's ability to exercise its rights in respect to properties and therefore fully realise the estimated values of such properties; 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 the cash flows.
Impairment
An impairment loss is recognised for the amount by which the asset's or cash-generating unit's carrying amount exceeds its recoverable amount. To determine the recoverable amount, management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows (see note 3.13). In the process of measuring expected future cash flows management makes assumptions about future operating results. These assumptions relate to future events and circumstances. The actual results may vary, and may cause significant adjustments to the Group's assets within the next financial year.
In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the appropriate adjustment to asset-specific risk factors.
Impairment of investment properties
Whenever there is an indication of impairment of an investment property, the Valuation Committee and Group's management will assess the need for an impairment adjustment.
Trade and other receivables
The Group's management determines the provision for impairment of trade and other receivables on a regular basis. This estimate is based on the recoverability of the receivable depending on underlying security and timing of repayment, and credit history of its customers and prevailing market conditions.
Other assets
The Group's other assets and interests in associates are subject to impairment testingin accordance with the accounting policy 3.13.
Business combinations
On initial recognition, the assets and liabilities of the acquired business are included in the Consolidated Statement of Financial Position at their fair values. In measuring fair value management uses estimates about future cash flows and discount rates or independent valuation for investment properties and hotels.
5. 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 developers, telecommunications, transportation and logistics, general infrastructure, environment and others.
Each of the operating segments are managed and monitored separately by the Investment Manager as each requires different resources and approaches. The Investment Manager assesses segment profit or loss using a measure of operating profit or loss from the investment assets. Although IFRS 8 requires measurement of segmental profit or loss, the majority of expenses are common to all segments therefore cannot be individually allocated. There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.
There is no measure of segment liabilities regularly reported to the Investment Manager therefore liabilities segment is determined not to be disclosed.
Segment information can be analysed as follows for the reporting periods under review:
The relevant segment information as at 30 June 2011 is presented below:
Energy USD'000 | Property and infrastructure developers USD'000 | Telecommunications USD'000 | Transportation and logistics USD'000 | General infrastructure USD'000 | Environment USD'000 | Others USD'000 | Cash and others USD'000 | Total USD'000 | |
Total assets | |||||||||
Vietnam | |||||||||
Financial assets at fair value through profit or loss | |||||||||
-Held for trading | 30,900 | 5,660 | 1,245 | 9,514 | 5,120 | - | 5,662 | - | 58,101 |
-Designated at fair value through profit or loss | 1,393 | - | - | 13,243 | - | - | 193 | - | 14,829 |
Investment property | - | 20,883 | 12,543 | - | - | - | - | - | 33,426 |
Prepayments for acquisitions of investments | - | 10,267 | 146 | - | - | - | - | - | 10,413 |
Investments in associates | 3,049 | - | 16,637 | - | - | 4,200 | - | - | 23,886 |
Property, plant and equipment | - | 28 | 136 | - | - | - | - | - | 164 |
Long term prepayments | - | - | 58 | - | - | - | - | - | 58 |
Other long term receivables | - | - | 548 | - | - | - | - | - | 548 |
Inventories | - | - | 161 | - | - | - | - | - | 161 |
Prepayment for suppliers | - | - | 348 | - | - | - | - | - | 348 |
Trade, loan and other receivables | - | 873 | 1,728 | - | - | - | - | 1,532 | 4,133 |
Cash and cash equivalents | - | - | - | - | - | - | - | 62,832 | 62,832 |
Outside Vietnam | |||||||||
Cash and cash equivalents | - | - | - | - | - | - | - | 4,559 | 4,559 |
Total assets | 35,342 | 37,711 | 33,550 | 22,757 | 5,120 | 4,200 | 5,855 | 68,923 | 213,458 |
Energy
USD'000 | Property and infrastructure developers
USD'000 | Telecommunications
USD'000 | Transportation and logistics
USD'000 | General infrastructure
USD'000 | Environment
USD'000 | Others
USD'000 |
Cash and others
USD'000 | Total
USD'000 | |
Net changes in fair value of financial assets at fair valuethrough Statement of Income | |||||||||
-Held for trading | (13,079) | (8,882) | (2,159) | (5,973) | (11,295) | - | (211) | - | (41,599) |
-Designated at fair value through Statement of Income | (1,339) | - | - | (5,985) | - | - | (149) | - | (7,473) |
-Change in fair value of Investment properties | - | 8,331 | - | - | - | - | 8,331 | ||
Foreign exchange losses | (16) | (252) | - | (35) | - | - | - | - | (303) |
Financial income - Dividend income | 1,091 | 271 | 209 | 799 | 320 | - | 52 | - | 2,742 |
Finance income - Interest income | - | - | - | - | - | - | - | 2,997 | 2,997 |
Share of profit of associates | - | - | 638 | - | - | (1,400) | - | - | (762) |
Revenue | - | - | 1,168 | - | - | - | - | - | 1,168 |
Cost of sales | - | - | (831) | - | - | - | - | - | (831) |
Total | (13,343) | (532) | (975) | (11,194) | (10,975) | (1,400) | (308) | 2,997 | (35,730) |
Administration expenses | (7,066) | ||||||||
Financial income-Interest income | 623 | ||||||||
Foreign exchange losses | (3,938) | ||||||||
Finance expenses | (8,969) | ||||||||
Other income | 448 | ||||||||
Other expenses | (54) | ||||||||
Corporate income tax | (32) | ||||||||
Net loss for the year | (54,718) |
The relevant comparative information for the prior year is as presented below:
Energy USD'000 | Property and infrastructure developers USD'000 | Telecommunications USD'000 | Transportation and logistics USD'000 | General infrastructure USD'000 | Environment USD'000 | Others USD'000 | Cash and others USD'000 | Total USD'000 | |
Total assets | |||||||||
Vietnam | |||||||||
Financial assets at fair value through Statement of Income | |||||||||
-Held for trading | 38,320 | 22,313 | 2,789 | 2,680 | 21,073 | - | 3,298 | - | 90,473 |
-Designated at fair value through Statement of Income | 2,731 | - | - | 19,227 | - | - | 345 | - | 22,303 |
Investment property | - | 3,538 | - | - | - | - | - | - | 3,538 |
Prepayments for acquisitions of investments | - | 16,159 | - | - | - | - | - | - | 16,159 |
Investments in associates | 1,839 | - | 23,185 | - | - | 5,600 | - | - | 30,624 |
Property, plant and equipment | - | 21 | - | - | - | - | - | - | 21 |
Long-term prepayments | - | 272 | - | - | - | - | - | - | 272 |
Trade and other receivables | - | - | - | - | - | - | - | 10,951 | 10,951 |
Short-term investments | - | - | - | - | - | - | - | 8,819 | 8,819 |
Cash and cash equivalents | - | - | - | - | - | - | - | 14,625 | 14,625 |
Outside Vietnam | |||||||||
Cash and cash equivalents | - | - | - | - | - | - | - | 65,313 | 65,313 |
Total assets | 42,890 | 42,303 | 25,974 | 21,907 | 21,073 | 5,600 | 3,643 | 99,708 | 263,098 |
In comparison with the last year end:
Energy | Property and infras-tructure developers | Telecom-munications | Transportation and logistics | General infras-tructure | Environ-ment | Cash and Others | Total | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Net changes in fair value of financial assets at fair valuethrough Statement of Income | ||||||||
-Held for trading | (4,700) | 1,422 | 2,560 | (1,199) | 3,573 | - | (213) | 1,443 |
-Designated at fair value through Statement of Income | (79) | - | - | (1,307) | - | - | (24) | (1,410) |
Foreign exchange losses | (21) | (64) | (1,005) | - | (444) | - | (7) | (1,541) |
Financial income - Dividend income | 870 | 117 | 156 | 118 | 372 | - | 26 | 1,659 |
Financial income - Interest income | - | - | - | - | - | - | 3,515 | 3,515 |
Share of profit of associates | - | - | 426 | - | - | - | - | 426 |
Total | (3,930) | 1,475 | 2,137 | (2,388) | 3,501 | - | 3,297 | 4,092 |
Administration expenses | (7,313) | |||||||
Financial income-Interest income | 631 | |||||||
Foreign exchange losses | (2,041) | |||||||
Other income | 461 | |||||||
Net loss for the year | (4,170) |
The Group's revenues, investment income and non-current assets (other than financial instruments, investments accounted for using the equity method, deferred tax assets and post-employment benefit assets) are divided into the following geographical areas:
| Year ended 30 June 2011 | Year ended 30 June 2010 | ||
| Revenue and income | Non-current assets | Revenue and income | Non-current assets |
| USD'000 | USD'000 | USD'000 | USD'000 |
Vietnam | (33,211) | 44,609 | 5,838 | 19,990 |
Other countries | - | - | - | - |
Total | (33,211) | 44,609 | 5,838 | 19,990 |
Revenues and investment income including revenue from operations, financial income and net gain/(loss) on fair value adjustments of investment properties and financial assets at fair value through profit or loss, have been identified on the basis of the location of operations and/or investments. Non-current assets are allocated based on their physical locations.
6. Subsidiaries
Particulars of principal subsidiaries of the Group as of 30 June 2011:
Name | Place of incorporation/operations | Contributed share capital (USD) | Percentage interest held by the Group | Principal activities |
VIL Investment Ltd. | BVI | 20,000,000 | 100% | Investment |
Vietnam Infrastructure Investment Ltd. | BVI | 174,000,000 | 100% | Investment |
Vietnam Infrastructure Development Ltd. | BVI | - | 100% | Investment |
Vietnam Infrastructure Enterprise Ltd. | BVI | - | 100% | Investment |
Vietnam Infrastructure Holding Ltd. | BVI | - | 100% | Investment |
Vietnam Infrastructure Strategic Ltd. | BVI | 150,000,000 | 100% | Investment |
Vietnam Infrastructure Privilege Ltd. | BVI | - | 100% | Investment |
Vietnam Infrastructure Heritage Ltd. | BVI | 1,680,000 | 100% | Investment |
Vietnam Infrastructure Espero Ltd. | BVI | 10,500,000 | 100% | Investment |
VIL Glorious Investment Ltd. | BVI | 10,500,000 | 100% | Investment |
Coastal Pacific Ltd | BVI | 6,200,000 | 100% | Investment |
Goldrise Global Ltd
| BVI | - | 100% | Investment |
Richluck International Ltd | BVI | 15,000,000 | 100% | Investment |
Scepter Asia Ltd | BVI | - | 100% | Investment |
Fairson Ventures Ltd | BVI | - | 100% | Investment |
Vietnam Infrastructure Civilis Ltd | BVI | - | 100% | Investment |
Vietnam Infrastructure Millennium Ltd. | BVI | - | 100% | Investment |
Vietnam Infrastructure Civic Ltd. | BVI | - | 100% | Investment |
Vietnam Infrastructure Supero Ltd. | BVI | - | 100% | Investment |
Vietnam Infrastructure Pyramid Ltd. | BVI | - | 100% | Investment |
Vietnam Infrastructure Conventus Ltd. | BVI | - | 100% | Investment |
Vietnam Infrastructure Pacific Ltd. | BVI | - | 100% | Investment |
VinaCapital Long An Industry Ltd. | BVI | 3,524,084 | 100% | Investment |
Reckon Developments Ltd. | BVI | 7,998,676 | 100% | Investment |
Bellport Developments Ltd. | BVI | 6,389,726 | 100% | Investment |
Name | Place of incorporation/operations | Contributed share capital (USD) | Percentage interest held by the Group | Principal activities |
Vietnam Infrastructure Fortune Ltd | BVI | - | 100% | Investment |
Solano Worldwide Limted | BVI | 1 | 100% | Investment |
Lumina Overseas Limted | BVI | 1 | 100% | Investment |
Infinix Assets Limted | BVI | 1 | 100% | Investment |
Newmont Asia Limted | BVI | 1 | 100% | Investment |
Ultimax Global Limited | BVI | 1 | 100% | Investment |
Vietnam Infrastructure Vivid Ltd | BVI | 1 | 100% | Investment |
Vietnam Infrastructure Frontier Ltd | BVI | - | 100% | Investment |
Vietnam Infrastructure Advantage Ltd | BVI | 1 | 100% | Investment |
Vietnam Infrastructure Pioneer Ltd | BVI | 1 | 100% | Investment |
Vietnam Infrastructure Optimus Ltd | BVI | 1 | 100% | Investment |
Vietnam Infrastructure Novitas Ltd | BVI | 1 | 100% | Investment |
Vietnam Infrastructure Hexagon Ltd | BVI | 1 | 100% | Investment |
Vietnam Infrastructure Felix Ltd | BVI | 1 | 100% | Investment |
Vietnam Infrastructure Assets Ltd | BVI | - | 100% | Investment |
Vietnam Infrastructure Global Ltd | BVI | - | 100% | Investment |
Vietnam Infrastructure Management Ltd | BVI | 1 | 100% | Investment |
Vietnam Infrastructure Resources Ltd | BVI | 1 | 100% | Investment |
Belfort Worldwide Ltd | BVI | 1 | 100% | Investment |
Portal Global Ltd | BVI | 1 | 100% | Investment |
Preston Pacific Ltd | BVI | 1 | 100% | Investment |
Walden Resources Ltd | BVI | 1 | 100% | Investment |
Casco Investments Ltd | BVI | 1 | 100% | Investment |
Southeast Asia Telecommunication Holdings Pte. Ltd.
| Singapore | 1,000 | 100% | Investment |
Southeast Asia Renewable Energy Holdings Pte. Ltd. | Singapore | 1,000 | 100% | Investment |
Cleveland Capital Pte. Ltd | Singapore | 1,000 | 100% | Investment |
Delong Opportunity Investments Pte. Ltd | Singapore | 1,000 | 100% | Investment |
SEA ASIA Master Holding 6 | BVI | - | 100% | Investment |
Long An Industrial Park Joint Stock Company (*) | Vietnam | 5,675,315 | 37.50% | Industrial Park and services |
Long An Port Joint Stock Company (**) | Vietnam | 5,874,368 | 47% | Port constructions |
Vina CPK Ltd. | Vietnam | 9,310,000 | 80% | Industrial Park |
Mobile Information Service JSC | Vietnam | 7,285,986 | 75% | Telecommunications |
Global Infrastructure Investment Ltd. | Vietnam | 4,543,786 | 59% | Telecommunications |
(*)On 7 August 2010, the Group's interest in Long An Industrial Park Joint Stock Company was reduced from 69% to 37.5% as a result of the additional investment from Dong Tam Joint Stock Company. The additional investment was recognised through the issuance of new shares. The Group did not lose control of the subsidiary because it still retains the power to govern the financial and operating policies of the company as it retains more than 50% of the voting rights on the Board.
(**) On 4 October 2011, the Group's interest in Long An Port Joint Stock Company was reduced from 50% to 47% when the Group sold a portion of its interest to Dong Tam Joint Stock Company for USD1.9 million. The Group retained control of the subsidiary because it still retains the power to govern the financial and operating policies of the company as it retains more than 50% of the voting rights on the Board.
Business combination achieved in stages
Additional acquisition of Global Infrastructure Investment Limited ("GII")
At 30 June 2010, the Group held 49% equity interest in GII which was previously an associate. The principal activity of this company is to build and lease out base transceiver station towers to local mobile phone operators. On 25 May 2011, the Group acquired a further 10% equity interest for USD0.8 million. The additional stake brought the Group's total interest in the entity to 59% at the reporting date.
The acquisition-date fair value of the equity interest in GII held by the Group immediately before the acquisition date was USD4.4 million. There was no gain or loss as a result of re-measuring to fair value of the equity interest in the GII held by the Group before the date of additional acquisition because its re-measured fair value was equal to its carrying value as at the date immediately before the additional investment. There is no goodwill recognised on the consolidated financial statements because the consideration paid and acquisition-date fair value of the Group's previously held equity interest in GII is equal to the fair value of the Group's share of the identifiable net assets of GII at the date of acquisition.
Additional acquisition of Mobile Information Service JSC ("MIS")
At 30 June 2010, the Group held 30% equity interest in MIS which was previously an associate. The principal activity of this company is to build and lease out base transceiver station towers to local mobile phone operators. On 25 May 2011, the Group acquired a further 45% equity interest for USD3.2 million. The additional investment increased the Group's total interest in the project to 75% at the reporting date.
The acquisition-date fair value of the equity interest in MIS held by the Group immediately before the acquisition date was USD2.1million. There was no gain or loss recognised as a result of re-measuring to fair value of the equity interest in the MIS held by the Group before the date of additional acquisition because its re-measured fair value was equal to its carrying value as at the date immediately before the additional investment. There is no goodwill recognised on the consolidated financial statements because consideration paid and the acquisition-date fair value of the Group's previously held equity interest in MIS is equal to the fair value of the Group's share of the identifiable net assets of GII at the date of acquisition.
Additional acquisition of Vina CPK Ltd.
On 1 July 2010, the Group acquired an additional 25% interest in Vietnam Infrastructure Civilis Limited from Vinaland Limited after the VinaLand Investment Committee decided not to participate as a co-investor in this project. No consideration was paid for this transfer as the Company had only recently established and had no operating activities.
7. Investment property
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Land compensation costs | 3,538 | 3,812 |
Additions due to business combination achieved in stages (*) | 10,019 | - |
Transferred from prepayments for acquisition of investments | 7,426 | - |
Additions during the year | 4,784 | - |
Net gain from fair value adjustments of investment properties | 8,331 | - |
Translation differences | (672) | (274) |
Closing balance | 33,426 | 3,538 |
(*) This represents base transceiver station towers owned by GII and MIS. These properties are leased under operating leases. Rental income of USD1,168,506 has been included within revenue and direct operating expenses of USD831,248 were reported within cost of sales for the year.
The lease contracts are all non-cancellable for 10 years from the commencement of the lease. Future minimum lease rental income is as follows:
30 June 2011 | |
USD'000 | |
Within the next year | 4,364 |
Within two to five years | 18,502 |
Over five years | 10,354 |
Total | 33,220 |
8. Prepayments for acquisitions of investments
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Land compensation costs | 8,520 | 15,354 |
Advances to the People's Committee of Long An Province | 1,531 | 797 |
Others | 362 | 8 |
Closing balance | 10,413 | 16,159 |
9. Investments in associates
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Opening balance | 30,624 | 23,057 |
Acquisitions of associates | 1,418 | 7,988 |
Transferred to subsidiaries | (6,548) | - |
Share of profits of associates | 638 | 426 |
Translation differences | (846) | (847) |
| 25,286 | 30,624 |
Allowance for impairment of investment in associate (*) | (1,400) | - |
Closing balance | 23,886 | 30,624 |
(*) Allowance for impairment of investment in associate represents the impairment of investment in Vietstar Joint Stock Company. The impaired investment in Vietstar Joint Stock Company Ltd is due from poor performance of the company because it is running out of cash and faces insolvency risk. The Management has considered the plan of turn-around business plan by the debt restructuring proposals to help the company stay afloat and complete its construction to reach full capacity.
The details of operating associates and their summarised financial information which were extracted from their reviewed financial statements as at 30 June 2011 are as follows:
Country of Incorporation | Direct equity interest held | Principal activity | |
% | |||
Mobile Infrastructure Development Co., Ltd. | Vietnam | 49 | Telecommunications |
VNC - 55 Infrastructure Investment Joint Stock Company | Vietnam | 40 | Telecommunications |
Vietstar Joint Stock Company | Vietnam | 34 | Solid waste treatment |
Vinaroad | Vietnam | 49 | Transportation and Logistic |
Hanoi Electricity Equipment - Mechanical Engineering JSC | Vietnam | 35 | Energy |
Country of Incorporation | Direct equity interest held | Principal activity | Assets | Liabilities | Revenue | Profit (loss) | Share of profit (loss) to the Group | |
% | USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |||
Global Infrastructure Investment Ltd. (**) | Vietnam | 49 | Telecom-munications | 7,139 | 2,527 | 389 | 479 | 235 |
Mobile Infrastructure Development Co., Ltd.(***) | Vietnam | 49 | Telecom-munications | 9,357 | 758 | 4,016 | 479 | 235 |
Mobile Information Service JSC (**) | Vietnam | 30 | Telecom-munications | 6,656 | 1,179 | 778 | 33 | 10 |
VNC - 55 Infrastructure Investment Joint Stock Company | Vietnam | 40 | Telecom-munications | 16,915 | 1,297 | 5,174 | 395 | 158 |
Vietstar Joint Stock Company | Vietnam | 34 | Solid waste treatment | - | - | - | - | - |
Vinaroad | Vietnam | 49 | Transportati-on and Logistic | - | - | - | - | - |
Hanoi Electricity Equipment - Mechanical Engineering JSC | Vietnam | 35 | Energy | - | - | - | - | - |
40,067 | 5,761 | 10,357 | 1,386 | 638 |
(**) Before additional acquisition. See Note 6 for further information on additional acquisition during the year.
(***) On 21 January 2011, the Group submitted a Statement of Claim to the court in Hanoi alleging that its local partner in Mobile Infrastructure Development Corporation is required to refund USD5.1million to the Group. This is due to their failure to fulfil certain obligations under the Capital Funding Agreement, the Joint Venture Agreement, the Mortgage Agreement and other relevant documents signed by the parties. The application has been accepted by the Court and the Court has presided over one conciliation session with the parties. The Court is required to preside over a second conciliation session under Vietnamese law. The parties are awaiting the second conciliation session after which the Court will be required to set a trial date.
10. Trade and other receivables
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Interest receivables | 10,875 | 10,910 |
Trade and other receivables | 2,813 | 41 |
13,688 | 10,951 | |
Allowance for impairment of receivables | (9,965) | - |
Closing balance | 3,723 | 10,951 |
Except for the above allowance for impairment of receivables, there were no other past due receivables at the reporting date.
As trade and other receivables are short-term in nature, their carrying values are considered a reasonable approximation of their values at the reporting date.
11. Financial assets held at fair value through profit or loss
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Financial assets held for trading | ||
Ordinary shares - listed | 44,574 | 76,080 |
Ordinary shares - unlisted, fair values were based on quoted market prices | 10,225 | 11,094 |
Corporate bonds | 3,302 | 3,299 |
Financial assets designated at fair value through profit or loss | ||
Ordinary shares - unlisted fair values were based on valuation techniques | 14,829 | 22,303 |
Closing balance | 72,930 | 112,776 |
The carrying amounts disclosed above are the Group's maximum possible credit risk exposure in relation to these instruments. See Note 24 for further information on the Group's exposure to financial risks.
12. Categories of financial assets and liabilities
The carrying amounts presented in the consolidated statement of financial position relate to the following categories of assets and liabilities:
Notes | 30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | ||
Financial assets |
|
| |
Financial assets held for trading (carried at fair value through profit or loss) |
|
| |
Ordinary shares - listed and unlisted | 11 | 54,799 | 87,174 |
Corporate bonds | 11 | 3,302 | 3,299 |
Financial assets designated at fair value through profit or loss | |||
Ordinary shares - unlisted, fair values based on internal valuations | 11 | 14,829 | 22,303 |
72,930 | 112,776 |
Prepayments for acquisitions of investments | 8 | 10,413 | 16,159 |
Trade and other receivables | 10 | 3,723 | 10,951 |
Short-term investments | - | 8,819 | |
Cash and cash equivalents | 13 | 67,391 | 79,938 |
81,527 | 115,867 | ||
154,457 | 228,643 | ||
Financial liabilities | |||
Financial liabilities measured at amortised cost: | |||
Non-current | |||
Long-term borrowing and debts | 16 | 309 | - |
Current: | |||
Payables to related parties | 15 | 2,269 | 974 |
Short-term borrowing and debts | 16 | 1,530 | - |
Trade and other liabilities | 5,269 | 4,491 | |
9,068 | 5,465 | ||
9,377 | 5,465 |
The fair values of financial assets and liabilities are presented in the related notes and the methods used to measure fair value are described in Note 25. The Group's risk management objectives and policies for financial instruments are set out in Note 24.
13. Cash and cash equivalents
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
Cash at banks | 17,970 | 45,602 |
Cash equivalents (*) | 49,421 | 34,336 |
67,391 | 79,938 |
(*) Cash equivalents are short-term deposits with banks, with original terms to maturity of less than three months and bear interest at the rate of 14% for deposits denominated in Vietnamese Dong (2010: 7.5%) and from 1% to 5% for deposits denominated in US Dollars (2010: from 0.4% to 4.5%)
14. Share capital
| 30 June 2011 | 30 June 2010 | ||
| 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 balance | 402,100,000 | 4,021 | 402,100,000 | 4,021 |
Closing balance | 402,100,000 | 4,021 | 402,100,000 | 4,021 |
15. Payables to related parties
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
VinaCapital Investment Management Ltd. - management fees (Note 23) | 2,154 | 866 |
VinaCapital Investment Management Ltd. - other payables | 44 | 37 |
Payables to other related parties (Note 23) | 65 | 65 |
Payables to shareholders | 6 | 6 |
| 2,269 | 974 |
16. Borrowings and debts
30 June 2011 | |
USD'000 | |
Non-current financial liabilities carrying at amortised cost at the reporting date: | |
Bank borrowings (*) | 1,130 |
- | 1,130 |
Less: | |
Current portion of long-term borrowings and debts | (821) |
309 | |
Current | |
Bank borrowings (*) | 184 |
Others | 525 |
Current portion of long-term borrowings | 821 |
1,530 | |
Total borrowings and debts | 1,839 |
(*) Details of the bank borrowings at the reporting date are as follows:
Lenders | USD'000 | Loan period | Repayment term | Interest rate |
Non-current |
| |||
BIDV - Thang Long Branch | 188 | 60 months | Repayable in quarterly instalment payment. Fully repaid in 2015 | 17.5% |
Lien Viet Bank | 121 | 42 months | Fully repaid by 31 December 2012 | 18.5% |
309 |
Current | |||||
Military Bank | 184 | 12 months | Fully repaid by 30 May 2012 | 14% | |
Others | 524 | 2-4 months | Fully repaid by September 2011 | 1.65% per month | |
708 | |||||
Techcombank - Tan Binh Branch | 653 | 24 months | Fully repaid by 30 May 2012 | 19% p.a | |
BIDV - Thang Long Branch | 63 | 12 months | Due by 30 June 2012 | 17.5% p.a | |
Lien Viet bank | 106 | 12 months | Due by 30 June 2012 | 18.5% p.a | |
822 | |||||
1,530 | |||||
17. Net changes in fair value of financial assets at fair value through profit or loss
| Year ended | |
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
Unrealised (losses)/gains based on fair values using quoted market prices | (32,317) | 1,725 |
Unrealised losses based on fair values based on internal valuations | (5,590) | - |
(Losses)/gains from sale of financial assets during the year | (2,914) | 4,583 |
Unrealised losses on foreign exchange translation differences | (8,251) | (6,275) |
| (49,072) | 33 |
18. Administration expenses
| Year ended | |
| 30 June 2011 | 30 June 2010 |
| USD'000 | USD'000 |
Management fees (Note 23 ) | 4,565 | 5,241 |
Professional fees | 830 | 887 |
Custodian fees | 249 | 408 |
Directors' fees (Note 23) | 130 | 130 |
General administration expenses (*) | 411 | 546 |
Other expenses(*) | 881 | 101 |
| 7,066 | 7,313 |
(*) The majority of these expenses relate to operating expenses incurred by the subsidiaries of the Group.
19. Finance income
| Year ended | |
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Interest income | 3,620 | 4,145 |
Dividend income | 2,742 | 1,660 |
6,362 | 5,805 |
20. Finance expenses
| Year ended | |
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Realised loss from foreign exchange differences | 3,491 | 1,541 |
Unrealised loss from foreign exchange differences | 675 | 2,041 |
Interest expense | 74 | - |
Impairment loss from interest receivable | 8,970 | - |
13,210 | 3,582 |
21. Corporate income tax
The Company 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 a tax exempt status. Some of the subsidiaries are established in Singapore and have offshore operations in Vietnam. The income from these offshore operations is also tax exempt in Singapore.
A small number of subsidiaries are established in Vietnam and are subject to corporate income tax in Vietnam, however no provision for corporate income tax has been made for these Vietnamese subsidiaries of the Group for the year ended 30 June 2011 (30 June 2010: nil). All of the Vietnamese subsidiaries are in a position where there are no corporate income taxes payable because they are in the pre-operating stage and have incurred losses except for GII and MIS which are already operational and the Group recognised USD31,987 corporate income tax expense for these two subsidiaries.
Under the laws of Vietnam, tax losses can be carried forward to offset against future taxable income for five years from the year the loss was incurred. The Company did not recognise deferred income tax arising from tax losses since the amount is considered immaterial.
22. Earnings per share
(a) Basic
Basic earnings per share is calculated by dividing the profits attributable to shareholders of the Group by the weighted average number of ordinary shares outstanding during the year.
| 30 June 2011 | 30 June 2010 |
Losses attributable to equity holders of the Company (USD'000) | (56,201) | (4,075) |
Weighted average number of outstanding ordinary shares | 401,169,300 | 401,169,300 |
Loss per share from continuing operations (USD per share) | (0.14) | (0.01) |
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has no category of potentially dilutive ordinary shares. Therefore, diluted earnings per share is equal to basic earnings per share.
(c) Net asset value per share
Net asset value (NAV) per share is calculated by dividing the net asset value attributable to ordinary shareholders of the Company by the number of outstanding ordinary shares as at the reporting date. Net asset value is determined as total assets less total liabilities and non-controlling interests.
| 30 June 2011 | 30 June 2010 |
Net asset value (USD'000) | 199,559 | 257,009 |
Number of outstanding ordinary shares | 401,169,300 | 401,169,300 |
Net asset value per share (USD per share) | 0.50 | 0.64 |
23. Related party transactions and balances
Management fees
During the first half of the current fiscal year, the Group was managed by VinaCapital Investment Management Limited (the "BVI Investment Manager"), a company incorporated in the British Virgin Islands ("BVI"), under a management agreement dated 29 June 2007 (the "Management Agreement"). From 1 January 2011, the Group was managed by VinaCapital Investment Management Limited (the "CI Investment Manager"), a 100% owned subsidiary company of the BVI Investment Manager incorporated and registered as a licenced fund manager in the Cayman Islands ("CI"), under the novation agreement between the BVI Investment Manager and the CI Investment Manager. 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 2010: 2%).
Total management fees for the year amounted to USD4,565,026 (30 June 2010: USD5,241,682), of which USD2,154,325 (30 June 2010: USD866,294) were outstanding at the reporting date.
Performance fees
In accordance with the Management Agreement, 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% (30 June 2010: hurdle rate of 8%).
There were no performance fees for the year ended 30 June 2011 (year ended 30 June 2010: Nil).
Directors' fees
The aggregate directors' fees amounted to USD130,000 (year ended 30 June 2010: USD130,000), of which USD65,000 (30 June 2010: USD65,000) were payable at the reporting date.
The breakdown of directors' fees are summarised below:
| Year ended | |
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Don Lam | 15,000 | 15,000 |
Horst Geicke | 15,000 | 15,000 |
Paul Ming Fun Cheng | 40,000 | 40,000 |
Ekkehard Goetting | 30,000 | 30,000 |
Luong Van Ly | 30,000 | 30,000 |
130,000 | 130,000 |
Other related party transactions and balances
Shares purchase
During the year, VinaCapital Investment Management Limited purchased 4,000,000 ordinary shares of the Company. This represents 1% interest in the Company as at 30 June 2011.
Broker fees
During the year, the Group paid to VinaSecurities Joint Stock Company, a related party, a brokerage fee of USD25,636.
Other related party balances are disclosed in Note 15 to the consolidated financial statements.
24. Risk management objectives and policies
The Group invests in listed and unlisted equity instruments, debt instruments, assets and other opportunities in Vietnam, overseas and neighbouring 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 its 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:
Foreign currency risk sensitivity
The Group's exposure to risk resulting from changes in foreign currency exchange rates is moderate as although transactions in Vietnam are settled in Vietnam Dong, the value of the Vietnam Dong has historically been closely linked to that of USD, the presentation currency.
The Group's financial assets and liabilities exposure to the risk of fluctuations in foreign currency exchange rates at the reporting date was as follows:
Short-term exposure | Long-term exposure | |||
VND | USD | VND | USD | |
USD'000 | USD'000 | USD'000 | USD'000 | |
30 June 2011 | ||||
Financial assets | 123,910 | 30,546 | - | - |
Financial liabilities | (6,724) | (2,344) | (309) | - |
Net exposure | 117,186 | 28,202 | (309) | - |
30 June 2010 | ||||
Financial assets | 88,360 | 140,282 | - | - |
Financial liabilities | (2,148) | (3,317) | - | - |
Net exposure | 86,212 | 136,965 | - | - |
Sensitivity analysis to a reasonably possible change in exchange rates
A 5% weakening of the VND against USD at the end of the year ended 30 June 2011 and 30 June 2010 would have impacted net loss of the Group's equity by the amounts shown below. This percentage has been determined based on the average market volatility in exchange rates in the previous twelve months. This analysis assumes that all other variables, in particular interest rates, remain constant.
30 June 2011 Loss (net of taxation) USD'000 | 30 June 2010 Loss (net of taxation) USD'000 | |
Devaluation of the Vietnam Dong | 5,859 | 4,311 |
A 5% strengthening of the VND against USD would have had the equal but opposite effect to the amount shown above, on the basis that all other variables remain constant.
Price risk sensitivity
Price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. As the majority of the Group's financial instruments are carried at fair value with fair value changes recognised in the consolidated Statement of Income, all changes in market conditions will directly affect net investment income.
The Group's unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Investment Manager provides the Group with investment recommendations that are consistent with the Group's objectives. The Investment Manager's recommendations are approved by an Investment Committee of the Investment Manager and/or the Board of Directors before investment decisions are implemented.
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 on a quarterly basis.
The Group invests in listed and unlisted equity securities and is exposed to market price risk of these securities. If the prices of the securities were to fluctuate by 10%, the impact on the Consolidated Statement of Income and equity would amount to approximately USD7.3 million (2010: USD11.3 million).
Cash flow and fair value interest rate risk sensitivity
The Group's exposure to interest rate risk is related to interest bearing financial assets and financial liabilities. Cash and cash equivalents, bank deposits and bonds are subject to interest at fixed rates. 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.
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.
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Classes of financial assets - carrying amounts | ||
Short-term investment | - | 8,819 |
Bonds | 3,302 | 3,299 |
Ordinary shares - listed and unlisted | 69,628 | 109,477 |
Cash and cash equivalents | 67,391 | 79,938 |
Trade and other receivables | 3,723 | 10,951 |
The Group continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on customers and other counterparties are
obtained and used. The Group's policy is to deal only with creditworthy counterparties.
All transactions in listed securities are settled/paid for 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 and receivable from related parties represent the Group's maximum exposure to credit risk in relation to its financial assets. As at 30 June 2011, Management considered that certain receivables were impaired under review of the credit quality and an allowance of USD10 million was made as disclosed in Note 10.
Cash and cash equivalents and bonds also represent the Group's maximum exposure to credit risk.
The Group's management considers that all the above financial assets that are not impaired or past due for each of the reporting dates under review are of good credit quality.
In accordance with the Group's policy, the Investment Manager continuously monitors the Group's credit position on a monthly basis.
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 Exchange.
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 contractual maturities of the Group's liabilities are summarised below:
Current | Non-current | |||
Within 6 months | 6 to 12 months | From 1 to 5 years | Over 5 years | |
USD'000 | USD'000 | USD'000 | USD'000 | |
30 June 2011 | ||||
Payable to related parties | 2,269 | - | - | - |
Borrowing and debts | - | 1,530 | 309 | |
Trade and other payable | - | 5,269 | - | - |
30 June 2010 | ||||
Payable to related parties | 974 | - | - | - |
Other liabilities | - | 4,491 | - | - |
The above contractual maturities reflect the undiscounted cash flows, which are considered as a reasonable approximation of their carrying value at the reporting date.
Capital management
The Group's capital management objectives are:
·; To ensure the Group's ability to continue as a going concern;
·; To provide investors with an attractive level of investment income; and
·; To preserve a potential capital growth level.
The Group considers the capital to be managed as equal to the net assets attributable to the holders of ordinary shares. 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 AIM Admission Documentations.
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.
Capital for the reporting periods under audit is summarised as follows:
30 June 2011 | 30 June 2010 | |
USD'000 | USD'000 | |
Net assets attributable to the holders of ordinary shares | 199,559 | 257,009 |
25. Fair value hierarchy
The Group adopted the amendments to IFRS 7 Improving Disclosures about Financial Instruments effective from 1 January 2009. These amendments require the Group to present certain information about financial instruments measured at fair value in the Consolidated Statement of Financial Position. In the first year of application, comparative information need not be presented for the disclosures required by the amendment. Accordingly, the disclosure for the fair value hierarchy is only presented for the 30 June 2011 year end.
The following table presents financial assets and liabilities measured at fair value in the Consolidated Statement of Financial Position in accordance with the fair value hierarchy: This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:
- Level 1: quoted prices in active markets for identical assets or liabilities;
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices); and
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.
There was no transfer between level 1 and level 2 and level 3 during the year.
The financial assets and liabilities measured at fair value in the statement of financial position are grouped into the fair value hierarchy as follows:
Level 1 | Level 2 | Level 3 | Total | |
USD'000 | USD'000 | USD'000 | USD'000 | |
Assets | ||||
Financial assets at fair value through Statement of Income | 44,574 | 10,225 | 18,131 | 72,930 |
Financial assets in Vietnam | ||||
Ordinary shares - listed | 44,574 | - | - | 44,574 |
Ordinary shares - unlisted | - | 10,225 | 14,829 | 25,054 |
Corporate bonds | - | - | 3,302 | 3,302 |
Liabilities | - | - | - | - |
44,574 | 10,225 | 18,131 | 72,930 |
In comparison with the last year end:
Level 1 | Level 2 | Level 3 | Total | |
USD'000 | USD'000 | USD'000 | USD'000 | |
Assets | ||||
Financial assets at fair value through Statement of Income | 76,080 | 11,094 | 25,602 | 112,776 |
Financial assets in Vietnam | ||||
Ordinary shares - listed | 76,080 | - | - | 76,080 |
Ordinary shares - unlisted | - | 11,094 | 22,303 | 33,397 |
Corporate bonds | - | - | 3,299 | 3,299 |
Liabilities | - | - | - | - |
76,080 | 11,094 | 25,602 | 112,776 |
Measurement of fair value
The methods and valuation techniques used for the purpose of measuring fair value are unchanged compared to the previous reporting period.
Ordinary shares - listed:
All the listed equity securities and debentures are denominated in Vietnamese Dong and are publicly traded in HOSE and HNX. Fair values have been determined by reference to their quoted bid prices at the reporting date.
Ordinary shares - unlisted:
Level 2:For unlisted securities which are traded in an active market, the fair value is the average quoted bid price obtained from a minimum sample of three reputable securities companies at the reporting date.
Level 3:Unlisted securities which are not traded in an active market is determined by using valuation techniques. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the reporting date. Independent valuations are also obtained from appropriately qualified independent valuation firms 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.
Unlisted securities using valuation techniques include:
The investment in Ha Thanh Securities represents a 5% equity interest of the Group. The fair value using comparative method is USD194,000.
The investment in Vietnam Aircraft Leasing Co. represents a 16% equity interest of the Group. The fair value using discounted cash flow method is USD7.6 million.
The investment in Tay Bac Electricity Investment and Development JSC represent 14% equity interest of the Group. The fair value using discounted cash flow method is USD1.4 million.
The investment in Phu My Bridge represents 12% equity interest of the Group. The fair value using discounted cash flow method is USD5.7 million.
Ha Thanh Securities | Vietnam Aircraft Leasing Co. | Tay Bac Electricity Investment and Development JSC | Phu My Bridge | Total | |
USD'000 | USD'000 | USD'000 | USD'000 | USD'000 | |
Opening balance | 344 | 8,182 | 2,731 | 11,045 | 22,303 |
Purchase | - | - | - | - | - |
Fair value adjustments (recognized in profit or loss) | (150) | (601) | (1,339) | (5,383) | (7,474) |
Closing balance | 194 | 7,581 | 1,392 | 5,662 | 14,829 |
Corporate bonds
The Management used discounted cash flows ("DCF") technique to value the bonds at the reporting date. The bonds have the coupon rate of 9.6% and market yield of 17.5% and mature on 21 December 2012.
26. Commitments
As at 30 June 2011, the Group was committed under non-cancellable lease agreement in the following amounts:
30 June 2011 | |
USD'000 | |
Within the next year | 797 |
Within two to five years | 3,167 |
Over five years | 2,042 |
Total | 6,006 |
27. Subsequent events after the reporting date
Subsequent to the year end, the Group acquired additional stake in Vina CPK Ltd. for nil consideration. This brings its total interest in Vina CPK Ltd. to 90%.
Related Shares:
Vietnam Infrastructure