20th Sep 2013 07:00
Press Release 20 September 2013
All Asia Asset Capital Limited
(All Asia Asset Capital", "AAA" or the "Company")
Unaudited Interim Results for the period from 14 September 2012 to 30 June 2013
All Asia Asset Capital (AIM: AAA), an investment company focused on investing in the growing markets of Southeast Asia, today announces its unaudited interim results for the period from 14 September 2012 to 30 June 2013.
Highlights:
· AAA was incorporated on 14 September 2012. It was established as a platform for investors looking to access the growing markets in Southeast Asia
· The investing policy of the Company is to invest in a portfolio of companies with at least the majority of their operations (or early stage companies that intend to have at least the majority of their operations) in Southeast Asia with an expected initial focus on: Malaysia, Thailand, Indonesia and Burma
· The Directors intend to invest in companies that operate (or early stage companies that intend to operate) in industries with high growth potential including, but not limited to: agriculture, forestry and plantations, mining, natural resources, property and/or technology
· AAA was admitted to trading on AIM as an investing company on 2 May 2013
· AAA successfully raised £3.57 million before expenses by issuing new ordinary shares at 3 pence per share
-Ends-
For further information:
All Asia Asset Capital Limited | |
Robert Berkeley, Executive Chairman and Finance Director | |
Dr Sri Hartati Kurniawan, Chief Executive Officer | |
Tel: +44 (0) 207 621 8910 | |
Tel: +852 3756 0124 | |
www.aaacap.com | |
Allenby Capital Limited | |
Nick Naylor / Mark Connelly / Michael McNeilly | |
Tel: +44 (0) 203 328 5656 | |
www.allenbycapital.com |
About AAA
AAA is an investment company that has been established as a platform for investors looking to access growing markets in Southeast Asia. The Company intends to invest in a portfolio of companies with at least the majority of their operations (or early stage companies that intend to have at least the majority of their operations) in Southeast Asia in industries with high growth potential including, but not limited to: agriculture, forestry and plantations, mining, natural resources, property and/or technology. AAA is publicly quoted and its shares are traded on AIM, a market operated by the London Stock Exchange.
Chairman's Statement
I am pleased to present my first statement in my capacity as the Chairman of the Board of All Asia Asset Capital. The Board of Directors of AAA (the "Board") is pleased to present the maiden interim results of the Company together with its subsidiary (the "Group"), which cover the period from the Company's establishment on 14 September 2012 to 30 June 2013.
Business overview
The Board was delighted on the Company's successful flotation on AIM on 2 May 2013. The Company has positioned itself as a platform for international investors looking to access growing markets in the Southeast Asia region, with an investment focus on industries with high growth potential including, but not limited to, agriculture, forestry and plantation, mining, natural resources, property and technology. The Directors firmly believe that there are numerous opportunities to invest in industries with high-growth potential in Southeast Asia. This is evidenced by the year-on-year real gross domestic product growth in Southeast Asia countries represented by the ASEAN Countries, being projected, by the International Monetary Fund, to reach an average of 5.5 per cent. in 2013 (compared to 1.0 per cent. in the United Kingdom and 2.0 per cent. in the United States).
Following the Company's admission to trading on AIM in early May this year, the Board has come across a number of exciting investment opportunities and is pleased to report that the Company has signed a letter of intent with Andaman Power and Utility Company Limited ("APU"), a company based in Thailand and Myanmar. The letter of intent envisages a potential investment by AAA in the development by APU of an up to 500MW power plant to provide electricity to Dawei city (and the surrounding region) in Myanmar. Should AAA proceed with this investment, it intends to participate as a minority stakeholder in APU. Further details of this proposed investment will be made should the Company proceed with this investment in APU. The Company is also in the process of reviewing other potential projects, including investments in online commerce offering fashion, furniture and lifestyle products from over two hundred of Thailand's luxury brand designers, a holiday villas development in Northern Phuket, Thailand and a Magnetite open-pit mining operation in Philippines. Shareholders will be updated as and when these projects progress.
Financial overview
The Company has raised approximately £3.57 million before expenses pursuant to the Company's flotation on AIM which became effective on 2 May 2013. During the period from 14 September 2012 to 30 June 2013, the Group recorded a net loss of £0.18 million, mainly attributable to the listing expenses and operating expenses following the listing. The Group has not generated any revenue to date.
Outlook
Moving forward, the Company will continue to evaluate projects in the Southeast Asia region of a suitable size, with a view to making investments in line with to the Company's investment policy. The Board is confident that the Company is well positioned to explore investment opportunities in the growing Southeast Asia markets and, over time, to generate value for our shareholders.
Appreciation
I would like to take this opportunity to express my sincere gratitude to our shareholders for their continuing support to AAA. I hope that the Company will continue to enjoy such support towards the development of the Group in the years to come and that the Board will be successful in executing the Group's investing policy and thereby generate significant returns for AAA shareholders.
Robert Berkeley
Chairman
London, 20 September 2013
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
14 Sep 2012 to 30 Jun 2013 | ||
Notes | GBP (unaudited) | |
Gain on investments held at fair value | 2(h) | - |
Other income | 3 | 366 |
Expenses related to public offer | (99,714) | |
Administrative expenses | (80,279) | |
Loss from operations | 4 | (179,627) |
Finance costs | - | |
Loss before tax | (179,627) | |
Taxation | - | |
Loss for the period attributable to equity holders | (179,627) | |
Other comprehensive income | ||
Exchange difference arising from translation of foreign subsidiary | 3,706 | |
Total comprehensive loss for the period | (175,921) | |
Loss per share for the period - | ||
Basic and Diluted (pence) | 6 | (0.09) |
The notes on pages 7 to 13 form an integral part of these financial statements
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2013
30 Jun 2013 | ||
GBP (unaudited) | ||
ASSETS | ||
Non-current assets | ||
Property, plant and equipment | 8 | 2,896 |
Current assets | ||
Deposits and prepayments | 4,828 | |
Cash and bank balance | 3,325,507 | |
3,330,335 | ||
Total assets | 3,333,231 | |
CAPITAL AND RESERVES | ||
Share capital | 9 | 3,429,969 |
Accumulated reserves | (175,921) | |
Total equity | 3,254,048 | |
LIABILITIES | ||
Current liabilities | ||
Accrual and other payables | 77,624 | |
Amount due to a director | 10 | 1,559 |
Total liabilities | 79,183 | |
Total equity and liabilities | 3,333,231 | |
Net current assets | 3,251,152 | |
Total assets less current liabilities | 3,254,048 | |
Net assets | 3,254,048 |
Approved and authorised for issue by the board of directors on 20 September 2013
Dr. Sri Hartati Kurniawan Director | Robert Anthony Rowland Berkeley Director
|
The notes on pages 7 to 13 form an integral part of these financial statements
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CHANGE IN EQUITY
FOR THE PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
Share Capital | Accumulated Losses | Exchange Reserve |
Total | |
GBP | GBP | GBP | GBP | |
Balance as at 14 September 2012 | - | - | - | - |
Issuance of shares proceeds | 3,579,541 | - | - | 3,579,541 |
Share bought back | (1) | - | - | (1) |
Share issuance expenses | (149,571) | - | - | (149,571) |
Total comprehensive loss for the period |
- |
(179,627) |
3,706 |
(175,921) |
Balance as at 30 June 2013 |
3,429,969 |
(179,627) |
3,706 |
3,254,048 |
The notes on pages 7 to 13 form an integral part of these financial statements
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
14 Sep 2012 to 30 Jun 2013 | ||
GBP (unaudited) | ||
Cash flow from operating activities | ||
Loss before tax | (179,627) | |
Adjustment for: | ||
Depreciation | 35 | |
Foreign exchange gain | (366) | |
Operating loss before change in working capital | (179,958) | |
Increase in deposits and prepayments | (4,828) | |
Increase in accrual and other payable | 77,624 | |
Increase in amount due to a director | 1,559 | |
Net cash used in operating activities | (105,603) | |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | (2,931) | |
(2,931) | ||
Cash flows from financing activities | ||
Proceeds from issuance of shares | 3,579,541 | |
Share issuance expenses | (149,571) | |
Cancellation of share | (1) | |
3,429,969 | ||
Net increase in cash and cash equivalent | 3,321,435 | |
Effect of foreign exchange rate changes, net | 4,072 | |
Cash and cash equivalent as at 30 June 2013 | 3,325,507 | |
Analysis of balance of cash and cash equivalents | ||
Cash and bank balance | 3,325,507 |
The notes on pages 7 to page 13 form an integral part of these financial statements
ALL ASIA ASSET CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
1. GENERAL INFORMATION
All Asia Asset Capital Limited (the "Company") is an investment company incorporated in British Virgin Islands on 14 September 2012 with its registered office located on Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands. The shares of the Company were admitted to AIM, a market operated by the London Stock Exchange, on 2 May 2013.
The principal activity of the Company is to invest in growing markets of Southeast Asia and create significant value for shareholders.
The financial information relating to the period from 14 September 2012 (date of incorporation) to 30 June 2013 is unaudited and does not constitute statutory accounts. No comparative figures for the financial period have been prepared as the Company was newly incorporated on 14 September 2012. Accordingly, these financial statements have been prepared from 14 September 2012 (date of incorporation) to 30 June 2013.
2. ACCOUNTING POLICIES
The significant accounting policies adopted by the Company are as follow:
(a) The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") including IAS "Interim Financial Reporting" issued by the International Accounting Standards Board ("IASB") which comprise standards and interpretations approved by the IASB and International Financial Reporting Interpretations Committee ("IFRIC"), together with applicable BVI law. The financial statements have been prepared on an historical cost basis except for the financial assets and financial liabilities held at fair value through profit and loss that have been measured at fair value.
For the purpose of IFRS 8 "Operating Segments" the Company currently has one segment, being "Investment sector". No further operating segment financial information is therefore disclosed.
Change in accounting policy and disclosure
The following Standards or Interpretations have been issued by the IASB but not yet effective and adopted by the Company:
IFRS 9 Financial Instruments
IFRS10, IFRS12 and Investment Entities
IAS 27 (2011) (Amendments)
IAS 36 (Amendments) Recoverable Amount Disclosure for Non-Financial Assets
IFRIC - INT 21 Levies
The Directors have considered the above and are of the opinion that the above Standards and Interpretations are not expected to have a material impact on the Group's financial statements except for the presentation of additional disclosures and change to the presentation of components of the financial statements. These items will be applied in the first financial period for which they are required.
(b) Going concern
After making enquires, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Directors believe the Company is well placed to manage its business risks successfully despite the current economic climate. Accordingly, the Directors have adopted the going concern basis in preparing the financial statements.
ALL ASIA ASSET CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
2. ACCOUNTING POLICIES (CONTINUED)
(c) Subsidiary
Subsidiary is all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
Inter-company transactions, balances, income and expenses between group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
(d) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items.
The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after the property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the profits or loss in the period in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has results in an increase in the future economic benefits expected to be obtained from the use of the property, plant and equipment, the expenditure is capitalized as an additional cost of that asset.
Depreciation is provided to write off the cost of property, plant and equipment, using the straight line method, over their useful lives. The principal annual rates are as follows:
Furniture and fixture 5 years
Office equipment 5 years
The gain or loss arising from disposal of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
(e) Current assets and current liabilities
Current assets are expected to be realised within twelve months of the end of reporting period or in normal course of the Group's operating cycle. Current liabilities are expected to be settled within twelve months of the end of reporting period or in the normal course of the Group's operating cycle.
(f) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.
(g) Share issue costs
The share issue cost borne by the Company are recognised in the Statements of Change in Equity, as the Company's Ordinary shares are classified as equity under paragraphs 16c and 16d of ISA 32 Financial Instruments: Presentation.
ALL ASIA ASSET CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
2. ACCOUNTING POLICIES (CONTINUED)
(h) Revenue recognition
The Group did not generate any revenue during the reporting period.
(i) Foreign currencies
Transactions in currencies other than the functional currency of the respective Group entity are recorded at the rate of exchange prevailing on the date of the transactions.
At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rate prevailing at the end of the reporting period.
Non-monetary items carried at fair value are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Foreign exchange gains and losses arising on the settlement of monetary items, and on the retranslation of monetary items, are included in net profit or loss for the period, except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity in which cases, the exchange differences are also recognised directly in equity.
On consolidation, the assets and liabilities of the Group's foreign operations are translation to GBP at exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the year. Exchange differences arising, if any, are classified as equity and transferred to the Group's exchange reserve. Such translation differences are recognised as income or expenses in the period in which the operation is disposal of.
(j) Taxation
Income tax expense represents current tax expense. The income tax payable represents the amount expected to be paid to the taxation authority, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised for all temporary differences that are expected to increase taxable profit in the future. However, the measurement of deferred tax liabilities associated with an investment property measure at fair value shall not exceed the amount of tax that would be payable on its sales of an unrelated market participant at fair value at the end of the reporting period. Deferred tax assets are generally recognised for all deductable temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The net carrying amount of deferred tax assets is reviewed at each reporting date and is adjusted to reflect the current assessment of future taxable profits. Any adjustments are recognised in profit or loss.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
ALL ASIA ASSET CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
2. ACCOUNTING POLICIES (CONTINUED)
(k) Related parties
For the purpose of these financial statements, related party includes a person and entity as defined below:
(a) A person or a close member of that person's family is related to the Company if that person: (i) is a member of the key management personnel of the Company or of a parent of the Company; (ii) has control over the Company; or (iii) has joint control or significant influence over the reporting entity or has significant voting power in it.
(b) An entity is related to the Company if any of the following conditions applies: (i) the entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). (ii) either entity is an associate or joint venture of the other entity (or of a member of a group of which the other entity is a member). (iii) both entities are joint ventures of a third entity. (iv) either entity is a joint venture of a third entity and the other entity is an associate of the third entity. (v) the entity is a post-employment benefit plan for the benefit of employees of either Company or an entity related to the Company. If the reporting entity is itself such a plan, the sponsoring employers are also related to the plan. (vi) the entity is controlled or jointly controlled by a person identified in (a). (vii) a person identified in (a)(i) has significant voting power in the entity.
3. OTHER INCOME
14 Sep 2012 to 30 Jun 2013 | |
GBP
| |
Foreign exchange gain | 366 |
4. LOSS FROM OPERATIONS
Loss from operations is arrived at after charging:
14 Sep 2012 to 30 Jun 2013 | |
GBP
| |
Depreciation of property, plant and equipment | 35 |
Staff costs (including directors' remuneration) | |
- Wages and salaries | 42,746 |
- Retirement benefits contribution | - |
Operating lease payment in respect of office premises | 2,370 |
ALL ASIA ASSET CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
5. DIRECTORS' REMUNERATION
For period from 14 September 2012 (date of incorporation) to 30 June 2013, no emoluments were paid by the Group to the Directors as an inducement to join or upon joining the Group or as compensation for loss of office.
For the period from 14 September 2012 (date of incorporation) to 30 June 2013:
Salaries and other benefits | Retirement scheme contributions |
Total | |
GBP | GBP | GBP | |
Executive directors | |||
Dr. Sri Hartati Kurniawan | 17,500 | - | 17,500 |
Mr. Robert Anthony Rowland Berkeley | 10,833 | - | 10,833 |
Mr. Yuhi Horiguchi | 7,917 | - | 7,917 |
36,250 | - | 36,250 | |
Independent non-executive director | |||
Mr. Seah Boon Chin | 3,750 | - | 3,750 |
|
40,000
|
- |
40,000
|
6. LOSS PER SHARE
Loss per share is calculated by dividing the net loss for the period attributable to shareholders (£179,627) by the weight average number of Shares in issue during the period (198,861,072). There are no dilutive instruments and therefore basic and diluted loss per share is identical.
7. INVESTMENT IN SUBSIDIARY
30 Jun 2013 | |
GBP (Unaudited)
| |
Unlisted shares, at cost | 8 |
Particulars of the subsidiary of the Company are as follow:
Name of subsidiary: All Asia Asset Capital (Hong Kong) Limited
Place of incorporation: Hong Kong
Issued capital: Ordinary HK$100
Percentage of holding: Direct: 100%
Principal activity: Provision of corporate management services to the Group
ALL ASIA ASSET CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
8. PROPERTY, PLANT AND EQUIPMENT
Furniture and fixture | Office equipment |
Total | |
GBP | GBP | GBP | |
Cost | |||
At 14 September 2012 (date of incorporation) | - | - | - |
Additions | 2,599 | 332 | 2,931 |
As at 30 June 2013 | 2,599 | 332 | 2,931 |
Accumulated depreciation | |||
At 14 September 2012 (date of incorporation) | - | - | - |
Charge for the period | 29 | 6 | 35 |
29 | 6 | 35 | |
Net book value: As at 30 June 2013 |
2,570
|
326 |
2,896 |
9. SHARE CAPITAL
30 Jun 2013 | |
GBP (Unaudited)
| |
Authorised | |
1,000,000,000 of ordinary shares of no par value | N/A |
Issued | |
On 14 September 2012 (date of incorporation) | |
1 ordinary shares with par value of £0.10 | 1 |
Share bought back | (1) |
Issuance of 198,861,072 shares at no par value during the period | 3,579,540 |
Share issue cost | (149,571) |
3,429,969 |
Pursuant to the unanimous written resolution of the shareholders of the Company, adopted on 27 February 2013, the Company's memorandum of association was amended so that the Company was authorised to issue a maximum of 1,000,000,000 Ordinary shares with no par value, and was no longer authorised to issue any ordinary shares of £0.10 each. On the same date, the Company has brought back the 1 ordinary share with par value of £0.10 each.
During the six months ended 30 June 2013, the Company has allotted 400 shares to the directors and other third parties with subscription sum of £7.5 each and £2.5 respectively. Pursuant to written resolution passed by the shareholders of the Company on 25 April 2013, each of existing ordinary shares has been subdivided into 198,861 shares to 79,544,400 shares. The resolution further approval to allot 118,983,339 new ordinary shares for cash at £0.03 each and allot of 333,333 new ordinary shares to Allenby Capital Limited pursuant to the Introduction Agreement.
ALL ASIA ASSET CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD FROM 14 SEPTEMBER 2012 (DATE OF INCORPORATION)
TO 30 JUNE 2013
10. AMOUNT DUE TO A DIRECTOR
The amount due to a director is unsecured, interest-free and repayable on demand.
11. SUBSEQUENT EVENTS
There have been no material subsequent events.
Related Shares:
AAA.L