SENI Mont’ Kiara
October 2011 saw the completion
of SENI Mont’ Kiara, the Group’s
largest and most significant project.
SENI Mont’ Kiara is an upmarket
condominium development situated
on one of the highest points in
Mont’ Kiara, Kuala Lumpur.
Sandakan Harbour Square
Phases 3 and 4 of the Sandakan
Harbour Square project, consisting
of the Harbour Mall Sandakan
and Four Points by Sheraton Sandakan
hotel will be completed and opened
in Q2 2012.
INVESTMENT GATEWAY TO MALAYSIA AND VIETNAM
Aseana Properties Limited is a property development company established to take advantage of
opportunities in Malaysia and Vietnam. Product innovation and commitment to excellence are
hallmarks of Aseana Properties. With a focus on the upmarket segment of the property market,
Aseana Properties aims to be the premier investment gateway for investors into Malaysia and Vietnam.
ANNUAL REPORT 2011
CONTENTS
02
03
04
10
Corporate
Strategy
Chairman’s
Statement
Development
Manager’s Review
Property
Portfolio
11
11
12
13
Share Price
Chart
Performance
Summary
Financial
Review
Corporate Social
Responsibility
14
16
18
21
Calendar of
Events
Board of
Directors
Directors’
Report
Report of Directors’
Remuneration
22
25
26
63
Corporate Governance
Statement
Independent
Auditor’s Report
Financial
Statements
Corporate
Information
Annual Report 2011
02
CORPORATE
STRATEGY
KEY FACTS
Exchange
London Stock Exchange
Main Market
Symbol
ASPL
Lookup
Reuters - ASPL.L;
Bloomberg - ASPL:LN
Domicile
Jersey
Shares Issued
212,525,000
Shares Held in Treasury
500,000
Voting Share Capital
212,025,000
Share Denomination
US Dollars
Management Fee
2% of NAV
Performance Fee
20% of the out
performance NAV
over a total return
hurdle rate of 10%
Admission Date
5 April 2007
ADVISERS & SERVICE
PROVIDERS
Development Manager
Ireka Development Management
Sdn. Bhd.
Financial Adviser
Murphy Richards Capital LLP
Corporate Broker
Panmure Gordon (UK) Ltd
Auditor
KPMG Audit Plc
SENI Mont’ Kiara,
Kuala Lumpur, Malaysia
Aseana Properties typically invests
in development projects at the pre-
construction stage. It will also selectively
invest in projects under construction and
completed projects with the potential for
high capital appreciation.
Aseana Properties makes investments
both as sole principal and, where
appropriate, in joint arrangements with
third parties, where management control
resides with Aseana Properties. Such
joint arrangements are only undertaken
with parties who have demonstrable
relevant experience or local knowledge.
Currently, Aseana Properties’ investment
portfolio is equally distributed between
Malaysia and Vietnam.
COVER RATIONALE
INVESTMENT
GATEWAY TO
MALAYSIA AND
VIETNAM
Aseana Properties Limited
operates a business model
designed to deliver sustainable
returns, and the results reported
in our 2011 Annual Report once
again demonstrate the soundness
of this approach. The cover design
of the Annual Report celebrates not
only the successes achieved during
the year, but also the strength of
the collaboration between Aseana
Properties’ Malaysian and
Vietnamese operations. For it is
this collaboration that is the root
from which our growth springs.
Aseana Properties Limited (“Aseana
Properties”) is a London-listed company
incorporated in Jersey focusing on
property development opportunities in
Malaysia and Vietnam.
Ireka Development Management Sdn.
Bhd. (a wholly-owned subsidiary of Ireka
Corporation Berhad), the Development
Manager for Aseana Properties,
is responsible for the day-to-day
management of its property portfolio as
well as the introduction and facilitation
of new investment opportunities.
Aseana Properties’ investment objective
is to provide shareholders with an
attractive overall total return achieved
primarily through capital appreciation
by investing in properties in Malaysia
and Vietnam. Aseana Properties seeks to
achieve its investment objective through
the acquisition, development and
redevelopment of upscale residential,
commercial, hospitality and healthcare
projects leveraging on the Development
Manager’s experience in these sectors.
Annual Report 2011
03
CHAIRMAN’S
STATEMENT
2011 was an eventful year for the global
economy and for the financial markets.
The eurozone debt crisis reached a stage
where the sustainability of the euro itself
came under threat and in the US, the
world’s largest economy, the debt rating
was downgraded for the very first time.
Added to the economic gloom, the
natural disasters that befell Japan and
Thailand, as well as civil unrest in Africa
and the Middle East have tempered
growth in 2011, with expectations of
another difficult year in 2012. To quote
a number of market observers, volatility
seems to be the only constant in recent
times.
Although Asia’s markets remained
resilient and relatively calmer, they
have not been immune to the 2011
global downturn. Economic growth
was inevitably slower as trade flows
with Europe and the US dropped,
but this growth still outstripped most
regions around the world.
Malaysia and Vietnam, Aseana
Properties’ core markets, experienced
moderate growth in 2011, with gross
domestic product (“GDP”) at 5.1% and
5.9% respectively, lower growth than
the year before. The GDP growth for
Malaysia was, and will continue to be
largely driven by domestic demand, both
in private and public spending. Amidst
the weaker external environment, the
Malaysian economy picked up in the
second half of 2011. Notwithstanding the
sustainability of domestic consumption,
Malaysia will benefit from the timely
rollout of the Economic Transformation
Programme projects to create a
multiplier effect in the service sector.
It was yet another challenging year for
Vietnam in 2011, having to grapple with
the credit crunch, high interest rates, a
weakening currency and high inflation.
The economy’s dependence on exports
with the EU and the US, its major trading
partners, will remain a vulnerable threat,
although the trade deficit began to
improve towards the end of last year.
The focus will be to ensure its
macroeconomic policies are able to
moderate inflation and strengthen its
currency, thus allowing Foreign Direct
Investment inflow to continue to grow.
Aseana Properties has recorded positive
results for the financial year ended 31
December 2011, mainly attributable to
the completion and handover of the SENI
Mont’ Kiara properties. Its revenue stood
at US$281.1 million, a 56.8% increase
compared to US$179.3 million in 2010.
The revenue was attributable to
recognition of revenue upon completion
and handover of SENI Mont’ Kiara
properties of US$274.9 million and the
sale of completed properties in Tiffani
by i-ZEN and Sandakan Harbour Square
(Phase 2) totalling US$5.8 million.
The Group’s net profit before taxation
was US$33.1 million, compared to a
loss before taxation of US$15.4 million
in 2010.
Aseana Properties remains committed to
its development strategy, balancing
between growing its property portfolio
value against managing the realisation
timeline of its assets. The corporate
milestones in 2011 and for 2012 to date
include:
Residential Development with Nam
Long Investment Corporation in Ho
Chi Minh City
•
26 April 2011 - Aseana Properties
entered into an agreement with Nam
Long Investment Corporation to
develop a residential project on a
56,212 sq m parcel of land in District 9
of Ho Chi Minh City (referred to as the
Phuoc Long B project). The project,
consisting of 37 villas and 460
apartment units, will be developed by
Aseana Properties and Nam Long
on a 55:45 basis. The Investment
License for the project was received
in November 2011. Preliminary site
preparation work has commenced
with sales launch and construction
expected to begin in the third quarter
of 2012.
Withdrawal of PRUPIM from
development project
•
3 May 2011 - Aseana Properties
announced that it had mutually
agreed to terminate the conditional
agreement to sell a 49% stake in its
wholly-owned subsidiary, ASPL PV
Limited to Prudential Property
Investment Management (Singapore)
Pte. Ltd (PRUPIM). ASPL PV Limited
is the joint developer of the Tan Thuan
Dong residential development in Ho
Chi Minh City. Aseana Properties will
continue its partnership with Nam
Long to develop the residential project
on a 80:20 basis. In December 2011,
the project has successfully obtained
its Investment License.
Declaration of an Interim Dividend
•
28 October 2011 - The Board
recommended an interim dividend for
the six months ending 30 June 2011 of
US$0.01 per Ordinary Share. The
dividend was paid on 15 December
2011 to Shareholders on the register at
the close of business on 25 November
2011.
Long-term fi nancing secured for
Sandakan Harbour Square properties
and Aloft Kuala Lumpur Sentral hotel
10 November 2011 - Aseana Properties
•
secured long-term financing in the
form of a Medium Term Notes
Programme (MTN Programme) of up
to US$162 million (RM515.0 million)
to be issued in Malaysia. The MTN
Programme, with a tenure of up to ten
years, is guaranteed by a syndicate of
guarantors that include Danajamin
Nasional Berhad, Malayan Banking
Berhad and OCBC Bank (Malaysia)
Berhad. Proceeds raised from the
MTN Programme will be utilised to
refinance the construction of the Four
Points by Sheraton Sandakan hotel
and Habour Mall Sandakan and to
part finance the acquisition of the
Aloft Kuala Lumpur Sentral hotel,
all located in Malaysia.
Extraordinary General Meeting
•
15 November 2011 – At an
Extraordinary General Meeting, the
Shareholders approved the following
resolutions:
a. authorising the Company to
continue to reinvest capital realised
from existing projects into other
ongoing existing projects after 5
April 2012, as the Board may direct;
b. authorising the Directors to allot up
to 63,757,500 Ordinary Shares, an
amount equal to 30% of the
Company’s Issued Share Capital;
and
c. adopting new articles of association
of the Company to, amongst other
things, adding provisions to allow
for all lawful distributions to be
capitalised.
Share buy-back programme
•
28 December 2011 – The Group
commenced a limited share buy-back
programme of up to 500,000 ordinary
shares. Between 4 and 24 January
2012, Aseana Properties purchased
500,000 Ordinary Shares at an average
price of 34.93 cents. The repurchased
shares are currently held as treasury
shares.
Progress of property portfolio
October 2011 saw the completion of SENI
Mont’ Kiara, the Group’s largest and most
significant project. Sales at SENI Mont’
Kiara currently stand at 78% (as at 31
March 2012). Most of the Group’s
property projects such as Tiffani by
i-ZEN and Sandakan Harbour Square
(retail lots) are near 100% take-up, if not
fully sold. Two major developments are
targeted for completion in 2012 – the
Harbour Mall Sandakan and Four Points
by Sheraton Sandakan hotel (both
situated in Sandakan Harbour Square);
as well as the office towers and Aloft
hotel in Kuala Lumpur Sentral.
The completion of these properties
together with securing of long-term
financing will bode well for Aseana
Properties as the company moves
towards the realisation of its completed
property portfolio.
Outlook
2012 is shaping up to be another busy
year for project launches as well as
construction with three projects
expected to start in the second half
of this year - Phuoc Long B, KLCC
Kia Peng and Tan Thuan Dong. These
projects, having obtained authorities’
approvals in 2011 and 2012, are now
undergoing the final stages of detailed
design and project planning.
Despite the uncertainty in the global
economy, Malaysia is expected to
experience stable, moderate growth in
the property sector this year; whilst the
Vietnam property market may continue
to remain challenging. However, the
Group’s location-centric focus and
tailoring of its products on the back of
comprehensive and hands-on market
research, provides the Board with the
confidence to achieve continued success
in 2012.
As the Group’s assets mature, it is
anticipated that the Group should be in
a position to realise a number of its assets
over the next four years. Such realisations
should allow the Board to return capital
to shareholders, subject to cash
requirements for existing projects.
The Board has asked the Development
Manager and its advisers to seek the
views of shareholders as to the options
of how capital could be returned and also
on the Group’s management structure
going forward.
I wish to extend a note of appreciation to
my fellow Directors and our development
manager for their continued
commitment. Our heartfelt thanks also
go out to the Government authorities,
financiers, shareholders and business
associates who have remained supportive
of our business endeavours throughout
the year.
MOHAMMED AZLAN HASHIM
Chairman
24 April 2012
Annual Report 2011
04
DEVELOPMENT
MANAGER’S REVIEW
BUSINESS OVERVIEW
It was a milestone year for Aseana
Properties in Malaysia, as the Group
successfully completed its SENI Mont’
Kiara development in October 2011.
Phase 1 was handed over to the buyers
from April 2011 onwards while Phase 2
commenced hand over in October 2011.
The Group also focused its effort in
redesigning its Kia Peng project to
optimise the development mix and
hence value of the project. The Kia Peng
project will now feature mid-sized
serviced residences with a boutique
hotel component to fully capitalise
on its strategic location near the Kuala
Lumpur City Centre Convention Centre.
In November 2011, Aseana Properties
appointed Starwood as the operator for
the Kuala Lumpur Sentral hotel, under
the “Aloft” brand. Kuala Lumpur
Sentral is the “Aloft” brand’s maiden
project in Malaysia, and is set to create
excitement in the hospitality industry
upon its opening.
In Vietnam, Aseana Properties focused
on realigning its launch strategies and
refining its product offerings to mitigate
against the slowdown in the Ho Chi
Minh property market. During the year,
progress was also made towards the
construction of City International
Hospital (“CIH”), working closely with
Parkway Health, the operator for CIH.
CIH will be the first development at the
International Hi-Tech Healthcare Park
project to be completed, and will provide
a catalyst for future developments at
the project.
Malaysia Economic Update
In 2011, the Malaysian economy
registered a gross domestic product
(“GDP”) growth of 5.1%, in line with the
year’s Government forecast of between
5 to 5.5%. Although it was a big drop
against the GDP expansion of 7.2%
registered in 2010, the decelerating
growth rate was expected on the back
of a challenging global economy.
The GDP growth was largely driven by
domestic consumption in the form of
expenditure in household, business
spending as well as public sector
expenditure. These engines of growth
mitigated the impact from slower
growth in exports.
Malaysia recorded foreign direct
investments (“FDI”) of RM32.9 billion
in 2011, an increase of 12.3% from the
RM29.3 billion recorded in 2010.
According to AT Kearney’s 2011 FDI
Confidence Index, Malaysia was ranked
10th (compared to 21st in 2010) in terms
of investment attractiveness. The growth
of the domestic market has been further
supported by higher purchasing power
resulting in large part from the indirect
effects of the Government and the
Economic Transformation Programmes,
which were launched in October 2010.
Up to November last year, the Economic
Transformation Programme (“ETP”)
had rolled out a total of 113 projects
amounting to RM177.03 billion
(approximately US$55.9 million),
involving 12 national key economic
areas that were identified to transform
Malaysia into a high income nation by
2020. Effective and timely roll out of
the ETP projects would be key in
ensuring a sustainable growth path for
Malaysia in the mid and longer term.
Government policies in Malaysia
continue to be supportive of a growing
and sustainable real estate market
which includes ample liquidity and lower
interest rates. Effective 1 January this
year, expatriates are allowed to withdraw
their Employees Provident Fund (“EPF”)
contributions to purchase properties. The
introduction of ‘My First Home Scheme’
in March last year aimed at providing
100% financing to young adults for their
first home, will further stimulate growth
in the property sector. In an attempt
to ensure speculation in the real
estate market remains in check,
the Government increased Real Property
Gain Tax (“RPGT”) to 10% from 5% for
properties disposed within two years of
purchase (RPGT for properties disposed
between two to five years remains at 5%
and properties sold after five years are
exempted from RPGT). Additionally,
a Loan-to-Value-Ratio cap of 70% was
also implemented for buyers purchasing
three properties or more, which did not
impact the sales of properties much but
will ensure speculation is reduced and the
real estate sector remains resilient.
Vietnam Economic Update
Vietnam recorded a GDP growth of 5.9%
in 2011, down from 6.8% in 2010. With
GDP growth averaging around 6% for the
last decade, it is widely acknowledge that
greater reform and structural changes are
needed for the country to fully capitalise
on its potential as the third most
populous nation in South East Asia with
86 million people. Despite setbacks in
recent years arising from the challenges
of managing a growing domestic
economy, the Government of Vietnam
continues to work on reforms that have
in recent months resulted in positive
assurances from the World Bank and
International Monetary Fund. Although
its FDI decreased to US$14.7 billion in
2011 (2010: US$18.6 billion), Vietnam
improved its ranking to 12th (compared
to 14th in 2010) according to the AT
Kearney’s 2011 FDI Confidence Index,
signaling a more positive future
investment flow. The stronger public
confidence in the local currency saw the
US Dollar weaken against the Vietnamese
Dong in year 2011. Although Vietnam
recorded inflation at 18.58% in 2011, the
Government and the Economist
Intelligence Unit (“EIU”) have forecast
that the inflation rate in 2012 would
decrease to a single digit, with the
continuous tightening of the country’s
monetary policy. All these indicators
point to a stabilising economy for
Vietnam in the coming year.
In the short term, confidence in the
property market continues to be
dampened by the high lending rate, scarce
long-term financing and property lending
restrictions, while most are also waiting
on expectations for further price
reduction in properties. However, the
State Bank of Vietnam has removed the
loan-to-deposit ratio requirement of 80%
on banking institutions and mobilised
long-term funds which will facilitate
greater growth in the real estate sector.
Alongside this, the Ministry of
Construction has proposed an increase
in housing subsidies as a part of employee
wages to facilitate the leasing or
purchasing of properties. In March 2012,
the State Bank of Vietnam reduced the
refinancing rate for banks from 15% to
14% as a result of declining inflation.
“ INTERNATIONAL
HI-TECH
HEALTHCARE PARK
LOCATED IN THE
BINH TAN
DISTRICT ”
Annual Report 2011
05
KLCC Kia Peng Residential
& Boutique Hotel
Strategically located in the heart
of KLCC on Jalan Kia Peng, the
residential and boutique hotel
development is targeted for sales
launch in Q4 2012.
KL Sentral Offi ce Towers
and Hotel
The Kuala Lumpur Sentral project
consisting of the two office towers
and the Aloft Kuala Lumpur Sentral
hotel will be completed by Q4 2012.
Aseana Properties has six development
projects in Malaysia, ranging from
residential, hotels, commercial offices as
well as a retail mall:
• SENI Mont’ Kiara
Owned 100% by Aseana Properties,
SENI Mont’ Kiara is an upmarket
condominium development situated
on one of the highest points in Mont’
Kiara. The project consists of 605
residential units, within two 12-storey
blocks and two 40-storey blocks. The
majority of the units command
impressive views of the city skyline,
which includes the 88-storey Petronas
Twin Towers and the KL Tower.
The development is funded by
progressive payments from buyers
and a bridging loan facility of RM57.7
million (US$18.2 million), which was
fully drawn down as at 31 December
2011.
• Tiff ani by i-ZEN
Tiffani by i-ZEN, wholly-owned by
Aseana Properties, is a completed
luxury condominium project located
in Mont’ Kiara. 96% of the 399
residential units have been sold
(as at 31 March 2012), with sales and
purchase agreements signed. The debt
on the project has been fully repaid.
The Manager is exploring options to
“SENI MONT’ KIARA
IS AN UPMARKET
CONDOMINIUM
DEVELOPMENT
SITUATED ON
ONE OF THE
HIGHEST POINTS IN
MONT’ KIARA”
Aseana Properties achieved a
significant milestone by completing
the final 280 units (Phase 2) at SENI
Mont’ Kiara luxury condominiums,
and obtained the Certificate of Fitness
on 24 October 2011. US$274.9 million
of revenues were recognised in the
financial statements of the Group in
year 2011. The sold units are currently
being handed over to buyers. Phase 1
was completed in April 2011. The
development is currently 78% sold (as
at 31 March 2012). Approximately 55%
of the units sold are foreign-owned,
mostly from Hong Kong, Singapore
and Pakistan while the remaining 45%
are locally owned. The remaining units
will continue to be marketed both
locally and in selected foreign markets,
targeting home owners seeking
immediate occupancy and investors
seeking recurring rental yields.
fully fit out and furnish the remaining
units at Tiffani by i-ZEN to offer
buyers and dwellers a hassle-free
experience of either owning or renting
an apartment unit.
•
KLCC Kia Peng Residential &
Boutique Hotel Project
This project is strategically located in
the heart of KLCC on Jalan Kia Peng,
near neighbouring landmarks such as
the Grand Hyatt Kuala Lumpur, KLCC
Convention Centre, Suria KLCC
shopping mall, KLCC park and the
world famous Petronas Twin Towers.
Aseana Properties owns 70% of this
project and 30% is owned by Ireka
Corporation Berhad. With a development
land area of approximately 43,559
square feet, the Group plans to develop
an upmarket residential and boutique
hotel project.
PORTFOLIO REVIEW
MALAYSIA
Property Market Review
In the last three years, there has been a
significant reduction in new property
launches in Malaysia except in
established locations. The residential and
commercial property market was more
active in the first half of 2011, and then
softened in the second half amidst
weakened investor sentiment and
external concerns about the global
economic downturn, and this continued
until early this year.
It is likely that many residential property
buyers will continue to take a ‘wait-and-
see’ approach as prices have remained
relatively stable over the past year and
with supply of an expected 2,500 units of
high-end condominiums in the Golden
Triangle area and over 7 million sq ft of
office spaces expected in Klang Valley
for 2012. Absorption rates for these
properties are expected to remain steady
throughout the year as the Malaysian
economy continues to grow at a relatively
healthy pace.
Malaysia’s property sector had always
remained fairly stable and resilient.
Well-located development projects and
landed properties will continue to
command sustainable pricing growth,
especially those in the mid to higher
price range. New locations near the
proposed mass rail transit (“MRT”) or the
extension of the light rail transit (“LRT”)
in areas of Kuala Lumpur are likely to be
the next sought-after areas.
In the Klang Valley commercial office
sector, a total of 3.6 million sq ft of space
in 23 office buildings was completed in
2011. Grade A office buildings remained
the best performing sub-segment with
interest shown mostly from oil and gas
companies, financial institutions,
fast-moving consumer goods (“FMCG”)
organisations, services, IT and business
process outsourcing companies (“BPO”).
With further supply coming on-stream in
2012 and concerns of a slow global
economy, the office sector is likely to see
an easing in rental levels in 2012.
On the commercial retail front, rentals
are expected to continue to stay relatively
healthy in 2012 as they did last year,
driven by strong domestic demand. Last
year saw an increase of approximately
2,500 hotel rooms in Klang Valley, with
new hotel openings as well as
refurbishments of existing ones. Average
occupancy rate in 2011 was marginally
higher at 69%, with international class
hotels recording the highest growth in
Average Daily Room Rates (“ADRR”), an
increase of 5.6%.
Annual Report 2011
06
DEVELOPMENT
MANAGER’S REVIEW CONT’D
Aseana Properties received the
Development Order (“DO”) approval
in March 2012 with an approval for
200 units of luxury residences and a
boutique hotel. The residences consist
of small to medium-sized apartments
that will be marketed as an affordable
luxury for buyers. It is also intended
that the hotel rooms will be pre-sold to
investors on a sale-and-leaseback basis
and operated under an international
brand. The boutique hotel is designed
to complement the business and
leisure activities of travelers in the
vicinity of key focal points such as the
Petronas Twin
(“EBSB”), which is jointly owned by
Aseana Properties and Malaysian
Resources Corporation Berhad on a
40:60 basis. The two office towers have
been conditionally sold for
approximately RM623 million (or
US$196.6 million), and construction
is expected to complete by the end of
2012. Kuala Lumpur Sentral is
currently the most sought after
commercial centre in Kuala Lumpur
with a number of multinational
companies such as General Electric,
Shell, BP and PricewaterhouseCoopers
locating their headquarters there.
“ SANDAKAN
HARBOUR SQUARE,
IS AN URBAN
REDEVELOPMENT
PROJECT IN
THE COMMERCIAL
CENTRE OF
SANDAKAN ”
Towers and the KLCC Convention
Centre. Detailed project planning is
now in final stages with a sales launch
targeted for Q4 2012 once the building
plan approval is obtained.
In 2010, Aseana Properties
conditionally agreed to purchase the
hotel component from EBSB for a total
consideration of approximately
RM217 million (or US$68.5 million).
The land was part financed by a term
loan facility of RM65.3 million
(US$20.6 million) which was fully
drawn down, and Aseana Properties
expects to secure further financing
when the development commences.
• Kuala Lumpur Sentral Project
Kuala Lumpur Sentral project is a
mixed commercial and hospitality
development project consisting of two
office towers and a business class
hotel, centrally located in Kuala
Lumpur’s urban transportation hub.
The project is owned and developed
by Excellent Bonanza Sdn. Bhd.
Aseana Properties entered into a
Management Agreement appointing
Starwood Asia Pacific Hotels & Resort
Pte Ltd as the operator for Kuala
Lumpur Sentral hotel under the
‘Aloft’ brand name. The 482-room
business class hotel is currently under
construction and is expected to be
completed in the fourth quarter of
2012, and will begin operating in the
first quarter of 2013.
The purchase of the Aloft Kuala
Lumpur Sentral hotel together with
fit-out expenses will be part financed
by guaranteed medium term notes
of RM270.0 million (US$85.2 million)
which is part of the $162 million MTN
programme announced in November
2011, and which shall be fully drawn
down in Q4 2012/ Q1 2013.
• Sandakan Harbour Square
Sandakan Harbour Square, wholly-
owned by Aseana Properties, is an
urban redevelopment project in
the commercial centre of Sandakan,
Sabah. Sandakan is a ‘Nature City’
with a population of approximately
500,000, with eco-tourism and palm
oil plantations as the main drivers
of the local economy. The completed
Phases 1 and 2 comprise 129 shop
lots that are fully sold (as at 31 March
2012), while Phases 3 and 4 consist
of the first retail mall (Harbour Mall
Sandakan) and the first international
four-star hotel in Sandakan. The hotel
will be managed by Starwood Hotels
& Resorts Worldwide, Inc. under
the ‘Four Points by Sheraton’ brand
name. Both the third and fourth
phases of the development are
targeted to complete and open in
the second quarter of 2012. Leasing
activities at Harbour Mall Sandakan
to both local and international
retailers are currently on-going, with
notable tenants such as Parkwell
Departmental Store and Supermarket,
Levi’s, The Body Shop, Watsons, GNC,
Tomei and Bata amongst others.
The development is funded by
guaranteed medium term notes of
RM245.0 million (US$77.3 million)
which is part of the $162 million MTN
programme announced in November
2011, and which was fully drawn down
as at 31 December 2011.
•
Kota Kinabalu Seafront Resort
& Residences
Facing the South China Sea, this
project is a resort-themed
development consisting of a boutique
resort hotel, resort villas and resort
homes at the seaside area in
Kota Kinabalu, Sabah. Aseana
Properties acquired three adjoining
plots of land of approximately 80 acres
in September 2008 with the intention
of developing a hotel, villas and resort
homes. Due to the current market
conditions in the resort market,
the Board has decided to delay the
start of this project.
Annual Report 2011
07
International Hi-Tech
Healthcare Park
Construction of the City
International Hospital at the
International Hi-Tech Healthcare
Park will be completed in Q4 2012.
VIETNAM
Property Market Review
The slowdown in the Ho Chi Minh City
(“HCMC”) property market continued in
2011, with developers and buyers having
to grapple with credit crunch issues
amidst high interest rate and capital
shortages. 2011 saw a handful of new
property launches, but sales were slow
despite attractive incentives such as
flexible payment terms or large discounts
for bulk-purchase buyers. Many
developers have delayed launching their
projects or decided to redesign their
products, especially in the high-end
sector. The residential sector remained
the hardest hit in 2011. Moving forward,
the mid-range properties especially
landed properties (villas and townhouses)
in favourable locations will be the silver
lining in the residential sector this year.
The commercial office sector battled with
oversupply, amidst a lackluster economy
in 2010 and this continued to 2011.
However, with rental rates easing, quality
offices in the central business districts
became relatively affordable to a wider
array of tenants. This will likely result in a
healthy absorption of the excess supply in
the market throughout this year.
The overall recovery of the property
market will need to be supported by
structural changes in macroeconomic
policies such as the easing of interest
rates, as the shortage of capital
will continue to plague the industry.
The weak banking sector is in the
process of being reformed, but these
efforts will take time to consolidate
and take effect. With a growing globalised
middle class and younger generation,
rising salaries and strong economic
growth, Vietnam’s real estate sector is
expected to make its comeback in due
course.
Aseana Properties has one equity
investment and four development
projects in Vietnam - the latter
comprising two residential projects with
its development partner, Nam Long
Investment Corporation; an integrated
healthcare development and a mixed
development in District 4. The highlights
are as follow:
•
Nam Long Investment Corporation
In 2008, Aseana Properties acquired
a strategic minority stake in Nam
Long Investment Corporation
(“Nam Long”), a private property
development company in Vietnam
with market leadership in the low to
medium-end segment of the market.
Aseana Properties currently has an
effective ownership of 16.4% in Nam
Long. Nam Long’s affordable housing
projects, called “E-homes”, continued
to be their main revenue driver. Nam
Long currently has a land bank of over
500 hectares, mainly in HCMC and its
neighbouring provinces, making it one
of the largest property developers by
land bank in HCMC. Nam Long is
currently undertaking a new township
development in Long An Province,
approximately 25 km south of HCMC.
Through this partnership, Aseana
Properties is expected to co-develop
at least two projects with Nam Long,
which are located in District 7
(Tan Thuan Dong residential project)
and District 9 (Phuoc Long B
residential project).
•
Tan Thuan Dong Residential
Project
Tan Thuan Dong Residential
Project is an upscale residential
development in District 7 of HCMC,
a prime suburban residential and
commercial location of choice for
many Vietnamese and expatriates.
This project is developed by Aseana
Properties and Nam Long on a
80:20 basis.
With a land area of approximately
20,158 square metres and a
commanding view of the famous
Phu My Bridge spanning the Saigon
River, the development will consist
of two residential towers and
supporting commercial facilities.
The development is expected to
have a gross development value
of approximately US$91 million.
The Investment License for the
project was received in December
last year, with sales launch and
construction expected to commence in
the fourth quarter of 2012.
The development is expected to be
funded by progressive payments
from buyers, bank debt and further
equity contributions from
shareholders of the project. Further
details will be provided as the project
moves toward construction
commencement.
• Phuoc Long B Residential Project
On 26 April 2011, Aseana Properties
entered into an agreement with Nam
Long to develop a residential project
on a 56,212 sq m parcel of land in the
prime suburban residential area of
District 9 in HCMC. The project,
consisting of 37 villas and 460
apartment units, will be developed by
Aseana Properties and Nam Long on a
55:45 basis. With its low development
density, the villas and apartments will
be set in a lush green landscape, with
the river-front view of the Rach Chiec
River adding a sense of nature and
tranquility to the development.
The project is expected to have a gross
development value of approximately
US$100 million. The Investment
License for the project was received
in November last year, with sales
launch and construction expected
to commence in the third quarter
of 2012.
The development is expected to be
funded by progressive payments from
buyers, bank debt and further equity
contributions from shareholders
of the project. Further details will be
provided as the project moves toward
construction commencement.
“ TAN THUAN DONG
RESIDENTIAL
PROJECT IS AN
UPSCALE RESIDENTIAL
DEVELOPMENT IN A
PRIME SUBURBAN
LOCATION OF CHOICE
FOR VIETNAMESE
AND EXPATRIATES. ”
Annual Report 2011
08
DEVELOPMENT
MANAGER’S REVIEW CONT’D
•
International Hi-Tech
Healthcare Park
The International Hi-Tech
Healthcare Park (“IHTHP”) is a
planned mixed development over
37.54 hectares of land comprising
world-class private hospitals,
mixed commercial, hospitality
and residential developments.
This development is located in
the Binh Tan District, close to
Chinatown and is approximately
11 km from District 1, the central
business and commercial district
of HCMC. Aseana Properties has
a 66.4% stake (at 17 April 2012) in
this development and its joint
venture partner, Hoa Lam Group
holds a significant minority stake
together with a consortium of
investors from Singapore, Malaysia
and Vietnam. Approximately 20
hectares will be dedicated to the
hospital and commercial
developments, and five hectares
has been allocated for residential
developments.
Construction commenced on the
first phase of the 319-bed City
International Hospital in May 2010,
and completion is expected by
the fourth quarter of 2012. The City
International Hospital will be
managed by Parkway Health, Asia’s
leading and largest private healthcare
group with a presence in Singapore,
Malaysia, the Middle East and
India. Aseana Properties is currently
in discussions with several strategic
investors to participate in the
development of the City International
Hospital development.
It is expected that the next phase of
development at the IHTHP, consisting
of mid-end residential apartments will
begin later this year, subject to a
broader recovery of the property
market in HCMC.
To part finance the payment for the
land and working capital, the joint
venture companies have secured total
loan facilities of US$18.5 million, of
which US$11.5 million had been
drawn down as at 31 December
2011. The development of City
International Hospital is funded
by a syndicated term loan of US$43.3
million, which will be drawn down
progressively throughout 2012/2013.
• Queen’s Place
Queen’s Place is a planned mixed
residential, office and retail
development strategically located
on the periphery of District 4,
adjacent to District 1, the central
business and commercial district
of HCMC. This project received its
Investment License in June 2008.
Aseana Properties has a 65% stake
in the development, with Binh Duong
Corporation, a Vietnam property
development company owning
the remaining 35%. The joint venture
company has been working on
resettlement planning for the last
financial year with the relevant
authorities in HCMC, with delays
resulting from finalisation of public
infrastructure planning around
the site land. The Board is currently
reviewing the project with a view
of exiting the project if delays
continue to persist in the current
financial year.
“ PHUOC LONG B
RESIDENTIAL
PROJECT
IS A LOW DENSITY
DEVELOPMENT ,
SET IN A LUSH
GREEN LANDSCAPE,
FRONTING THE
RACH CHIEC RIVER ”
Annual Report 2011
09
Phuoc Long B Residential Project
Construction and sales launch of the
Phuoc Long B residential project is
targeted for Q3 2012.
Vietnam, targeting the still robust
demand in the villas market, and then at
the end of 2012, the Tan Thuan Dong
residential project.
half or end of this year. Our priorities
remain value creation for our
shareholders and margin improvement.
In this we are unwavering.
I wish to cordially thank the Board of
Aseana Properties, our advisers and
business associates for their support and
guidance throughout the year, as we
continue to look towards success in 2012
and the years to come.
LAI VOON HON
President / Chief Executive Officer
Ireka Development
Management Sdn. Bhd.
Development Manager
24 April 2012
All projects within Aseana Properties’
portfolio will continue to be evaluated
in accordance with its development
timeline, the resources required and
realisation targets. In Malaysia, domestic
policies to encourage spending and an
efficient rollout of the ETP is expected to
drive the economy forward. The Vietnam
property market will continue to remain
challenging hence, strategies will be in
place to ensure the objectives of each of
our investments are met.
It is not as yet certain what the exact
impact of the eurozone sovereign debt
crisis and the forecasted economic
recovery in the United States will have,
but it is certain that growth in the volatile
global economy will remain slow.
Similarly in the countries we operate in,
there may be uneven growth before the
economies pick up towards the second
Tan Thuan Dong
Residential Project
The Tan Thuan Dong residential
project in District 7 of Ho Chi Minh
City is targeted to be launched
in Q4 2012.
OUTLOOK
2012 will be a year in which Aseana
Properties takes stock of its property
portfolio and will see the completion
of several development projects in
Malaysia and Vietnam.
In Malaysia, the Sandakan Harbour
Square project will complete its final
phases 3 and 4, with the opening of the
Harbour Mall Sandakan and Four Points
by Sheraton Sandakan hotel in the middle
of this year. Also completing this year will
be the office towers and hotel in Kuala
Lumpur Sentral, in which the latter will
be operated under the ‘Aloft’ brand by
the Starwood group.
Aseana Properties will see the completion
of its maiden City International Hospital
at the International Hi-Tech Healthcare
Park, by the end of 2012. Having received
its Investment License in November last
year for the Phuoc Long B project at
District 9, Aseana Properties is now ready
to roll-out its first residential project in
“ KLCC KIA PENG
RESIDENTIAL &
BOUTIQUE
HOTEL PROJECT
IS STRATEGICALLY
LOCATED
IN THE HEART
OF KLCC
ON JALAN
KIA PENG. ”
Annual Report 2011
10
PROPERTY PORTFOLIO
AT 31 DECEMBER 2011
Project
Type
Effective
Ownership
Approximate
Gross Floor Area
(sq m)
Approximate
Land Area
(sq m)
Scheduled completion
of construction
Completed projects
Tiffani by i-ZEN
Kuala Lumpur, Malaysia
1 Mont’ Kiara by i-ZEN
Kuala Lumpur, Malaysia
SENI Mont’ Kiara
Kuala Lumpur, Malaysia
Projects under development
Sandakan Harbour Square
Sandakan, Sabah, Malaysia
Kuala Lumpur Sentral Office
Towers & Hotel
Kuala Lumpur, Malaysia
Luxury condominiums
100%
81,000
15,000
Completed in August 2009
Office suites, office tower
100%
96,000
14,000
Completed in November 2010
and retail mall
Luxury condominiums
100%
225,000
36,000
Phase 1: Completed in April 2011
Phase 2: Completed in October 2011
Retail lots, hotel and
100%
126,000
48,000
Retail lots: Completed in 2009
Retail mall: Completed in March 2012
Hotel: Second quarter of 2012
40%
107,000
8,000
Fourth quarter of 2012
retail mall
Office towers and
a business hotel
Aloft Kuala Lumpur Sentral Hotel
Kuala Lumpur, Malaysia
Business-class hotel
(a Starwood Hotel)
100%
28,000
5,000
First quarter of 2013
Phase 1: City International Hospital,
International Hi-Tech Healthcare Park,
Ho Chi Minh City, Vietnam
Private equity investment
Equity investment in Nam Long
Investment Corporation,
an established developer in
Ho Chi Minh City, Vietnam
Pipeline projects
KLCC Kia Peng Residential
and Boutique Hotel Project
Kuala Lumpur, Malaysia
Tan Thuan Dong Residential Project
Ho Chi Minh City, Vietnam
Phuoc Long B Project
Ho Chi Minh City, Vietnam
Private general hospital
66.4%*
48,000
25,000
Fourth quarter of 2012
Private equity investment
16.4%
n/a
n/a
n/a
Luxury residences and
70%
40,000
4,000
n/a
boutique hotel
High-rise apartments
80%
83,000
20,000
n/a
Villa and high-rise apartments
55%
94,000
57,000
n/a
Other developments in International
Hi-Tech Healthcare Park,
Ho Chi Minh City, Vietnam
Commercial and residential
development with healthcare
theme
66.4%*
972,000
351,000
n/a
Kota Kinabalu seafront resort
& residences
Kota Kinabalu, Sabah, Malaysia
i. Boutique resort hotel
resort villas
ii. Resort homes
Queen’s Place
Ho Chi Minh City, Vietnam
Residential, office suites
and retail mall
100%
80%
65%
n/a
327,000
n/a
n/a
8,000
n/a
* At 17 April 2012. For further details, please refer to Note 45 to the Financial Statements
n/a: Not available / not applicable
Annual Report 2011
11
Aseana
FTSE All Share
FTSE 350 Real Estate
Volume
Volume (000’s)
2,500
2,000
1,500
1,000
500
0
SHARE PRICE CHART
SHARE PRICE (US$)
0.7
0.6
0.5
0.4
0.3
0.2
Jan 11
Feb 11
Mar 11
Apr 11
May 11
Jun 11
Jul 11
Aug 11
Sep 11
Oct 11
Nov 11
Dec 11
PERFORMANCE SUMMARY
Total Returns Since Listing
Ordinary share price
FTSE All-share index
FTSE 350 Real Estate Index
One Year Returns
Ordinary share price
FTSE All-share index
FTSE 350 Real Estate Index
Capital Values
Total assets less current liabilities (US$ million)
Net asset value per share (US$)
Ordinary share price (US$)
FTSE 350 Real Estate Index
Debt-To-Equity Ratio
Debt-to-equity ratio 1
Net debt-to-equity ratio 2
Earnings Per Share
Earnings per ordinary share
- basic (US cents)
- diluted (US cents)
Total Expenses Ratio 3
Year ended
31 December 2011
Year ended
31 December 2010
-64.50%
-14.22%
-66.50%
-32.70%
-6.69%
-11.22%
299.27
0.96
0.36
314.21
60.69%
34.69%
7.56
7.56
-47.25%
-8.07%
-62.26%
15.30%
10.94%
2.74%
221.44
0.91
0.53
353.93
82.43%
6.17%
-9.51
-9.51
As a percentage of total assets less current liabilities
3.99%
8.07%
Notes:
1 Debt-to-equity ratio = (Total Borrowings ÷ Total Equity) x 100%
2 Net debt-to-equity ratio = (Total Borrowings less Cash and Cash Equivalent and Held-for-trading Financial Instrument ÷ Total Equity) x 100%
3 Total expense ratio = Administrative expenses, Management fees, Marketing and Other Operating Expenses ÷ Total Assets less Current liabilities
Annual Report 2011
12
FINANCIAL
REVIEW
INTRODUCTION
The Group has recorded good results
for the year, mainly attributable
to the completion and handover of
the SENI Mont’ Kiara properties.
INCOME STATEMENT
The Group’s revenue for the year ended
31 December 2011 was US$281.1 million,
a 56.8% increase compared to US$179.3
million in 2010. The revenue was
attributable to recognition of revenue
upon completion and handover of SENI
Mont’ Kiara properties of US$274.9
million and sale of completed properties
in Tiffani by i-ZEN and Sandakan
Harbour Square (Phase 2) totalling
US$5.8 million.
The Group’s net profit before taxation
was US$33.1 million, compared to a loss
before taxation of US$15.4 million in
2010. The profit was attributable to
SENI Mont’ Kiara, which recorded a
profit of US$38.7 million (2010: US$Nil).
Consequently, the tax charge for 2011
was significantly higher at US$19.0
million (2010: US$5.8 million), resulting
in a profit for the year of US$14.1 million
(2010: Loss for the year of US$21.2
million).
Net profit attributable to equity holders
of the parent has improved significantly
to US$16.1 million, compared to a net
loss of US$20.2 million in 2010.
The consolidated comprehensive
income for the year ended 31 December
2011 was US$10.8 million compared to a
consolidated comprehensive expense of
US$13.3 million in 2010. The former has
included a loss arising from foreign
currency translation differences for
foreign operations of US$3.4 million
(2010: gain of US$3.1 million). There
were no changes in the fair value of
available-for-sale investments in 2011
(2010: gain of US$4.8 million).
Basic and diluted earning per share for
the year ended 31 December 2011 were
both at US cents 7.56 (2010: Loss per
share of US cents 9.51).
During 2011, the Group has also
successfully completed a programme
to issue medium term notes of up to
US$162 million, of which US$77.3
million was issued. The 10-year
programme will ensure that the Group’s
largest assets, being the Harbour Mall
Sandakan, Four Points by Sheraton
Sandakan hotel and Aloft Kuala Lumpur
Sentral hotel, are fully funded
upon completion.
Finance income decreased from US$0.8
million in 2010 to US$0.6 million in 2011.
Finance costs increased from US$0.5
million in 2010 to US$1.1 million in 2011.
DIVIDEND
An interim dividend of US$0.01 per share
amounted to US$2.1 million was paid on
15 December 2011 to the shareholders
during the financial year under review.
PRINCIPAL RISKS AND
UNCERTAINTIES
A review of the principal risks and
uncertainties facing the Group is set out
in the Directors’ Report.
TREASURY AND FINANCIAL
RISK MANAGEMENT
The Group undertakes risk assessments
and identifies the principal risks that
affect its activities. The responsibility
for the management of each key
risk has been clearly identified and
delegated to the senior management
of the Development Manager.
The Development Manager’s senior
management team is involved in the
day-to-day operation of the Group.
A comprehensive discussion on the
Group’s financial risk management
policies is included in the notes to the
financial statements of the Annual
Report.
MONICA LAI VOON HUEY
Chief Financial Offi cer
Ireka Development
Management Sdn. Bhd.
Development Manager
24 April 2012
STATEMENT OF
FINANCIAL POSITION
Total assets have decreased by
US$261.8 million to US$415.1 million,
compared to US$676.9 million in 2010.
The reduction was mainly due to a
decreased in inventories and cash and
cash equivalents. Inventories have
decreased by US$146.5 million following
the completion and handover of SENI
Mont’ Kiara. Cash and cash equivalents
were also significantly lower at US$32.6
million (2010: US$150.4 million) mainly
due to repayment of the medium term
notes relating to the 1 Mont’ Kiara
project of US$72.9 million and also the
placement of US$21.4 million in a
money market fund which is classified
under held-for-trading financial
instrument.
Total liabilities have decreased by
US$272.2 million to US$207.5 million
compared to US$479.7 million in 2010.
The reduction was substantially
attributable to a decreased in deferred
revenue of US$188.5 million following
the recognition of revenue upon
completion and handover of the SENI
Mont’ Kiara properties. In addition,
trade and other payables and borrowings
have decreased by US$38.6 million and
US$36.5 million respectively in 2011
compared to 2010.
Net asset value per share at 31
December 2011 was US cents 95.7
(2010: US cents 90.8).
CASH FLOW AND FUNDING
Changes in cash flow in 2011 was
negative at US$105.3 million, compared
to the positive cash flow of US$91.8
million in 2010. The Group had placed
US$21.4 million in a money market fund
and repaid US$72.9 million relating to
its medium term notes for 1 Mont’ Kiara
project in 2011.
The Group’s subsidiaries borrow to
fund property development projects.
At 31 December 2011, the Group had
gross borrowings of US$126.0 million
(2010: US$162.6 million), a decreased
of 22.5% over the previous year.
The Group had fully settled the medium
term notes relating to the 1 Mont’ Kiara
project of US$72.9 million during the
year. Net debt-to-equity ratio increased
from 6.2% in 2010 to 35.0% in 2011 due
to lower cash and cash equivalents at
31 December in 2011.
Annual Report 2011
13
CORPORATE SOCIAL
RESPONSIBILITY
environment that is safe and healthy
and where they may achieve their
personal and career goals.
COMMUNITY
Aseana Properties believes in supporting
social benefit work, and participates in
community activities that enhance social
progress and public welfare. Aseana
Properties links its development
projects closely with those of the
societies it serves. During the year,
Aseana Properties participated in
various charity events that contributed
in the areas of education, arts, as well as
causes that benefit children.
STAKEHOLDERS
Aseana Properties is committed to
meaningful dialogue and relevant
actions with all stakeholders and will
engage with them in a clear, honest and
respectful way, by ongoing roadshows,
conference calls and maintaining an
informative website.
Aseana Properties’ Corporate
Social Responsibility (“CSR”)
guiding principles are built on
the following areas that refl ect
the existing and emerging
standards of CSR:
MANAGING CORPORATE
RESPONSIBILITY
Aseana Properties believes in
responsible business practice.
This means having in place appropriate
policies and procedures approved
by the Board to ensure a consistent,
fair and transparent standard that
governs the manner in which it treats
its customers, employees and
shareholders. Aseana Properties
manages its corporate responsibility
through the development and
management of sustainable,
commercially viable properties that are
attractive to customers and contributing
higher returns to our shareholders.
It reviews corporate responsibility
issues as part of the risks of business,
and ensure that the reputation of the
Group is protected and shareholders’
values are enhanced.
ENVIRONMENTAL
MANAGEMENT
to ensure that environmental protection
and amenity improvement are key
criteria in any project scheme. It also
works with architects and designers to
incorporate natural elements such as
water, greenery, light and air into its
schemes. It promotes best practice
among contractors and suppliers in all
issues relating to resource conservation
and pollution control.
HEALTH AND SAFETY
Aseana Properties is committed to
protecting the health and safety of its
customers, suppliers and the public by
providing a safe and healthy
environment.
As a property developer, health and
safety at project sites is a top priority for
Aseana Properties. Its Development
Manager works very closely with
contractors to ensure that effective
health and safety measures are
implemented at all work sites. It also
ensures that contractors implement
health and safety education and training
programmes to promote health and
safety policies and procedures to site
personnel and ensure continuous
improvement of health and safety
standards.
Aseana Properties is committed to
environmental protection and
stewardship. It recognises that
development activities will have effects
on the environment and always aims
to operate in manners that mitigate
the impact on the environment.
For example, Aseana Properties, through
its Development Manager, works
with local authorities and planners
EMPLOYEES
Ireka Development Management Sdn.
Bhd., Aseana Properties’ Development
Manager, is responsible for overseeing
the day-to-day operation of the Group.
The Company, however, works with
the Development Manager to ensure
that their employees are treated fairly
and with dignity, are provided with an
SENI Mont’ Kiara,
Kuala Lumpur, Malaysia
Annual Report 2011
14
CALENDAR OF
EVENTS
Monthly:
Medical Check-up for Construction Workers
of International Hi-Tech Healthcare Park
Ten (10) medical staff from Auxiliary Health Department
of Binh Tan District (under Health Ministry) conducts
monthly medical check-up for construction workers of
International Hi-Tech Healthcare Park. The check-up
includes general examination (blood pressure, heart pulse,
height and weight), eyesight test, ENT and blood test. This
is to ensure workers are healthy and fit to work; and to
monitor any injuries at site.
February 2011:
Donation to “The Poor Fund”
Aseana Properties, through Hoa Lam-Shangri-La donated
VND50,000,000 to “The Poor Fund” to meet the needs of
the poor, homeless, disabled and orphaned towards better
living conditions and a more secure future.
Issuance of i-ZEN Privilege Card to Buyers
Selected lifestyle brands were listed as merchant partners
for the i-ZEN Privilege Card offering special benefits to
the i-ZEN Community. The i-ZEN Privilege Card offers
exclusive privileges ranging from shopping, dining, home
and décor, health and beauty products and services, as well
as special offers in celebration of birthday.
11 February 2011:
Site Visit to International Hi-Tech Healthcare Park
by Ho Chi Minh City People’s Committee
Ho Chi Minh City People’s Committee, headed by
Chairman Mr Le Hoang Quan visited International Hi-Tech
Healthcare Park during their site visit to selected mega-
scale projects in Ho Chi Minh City. Chairman Mr Le Hoang
Quan was pleased with the project progress.
March 2011:
Contribution for Japanese Earthquake and
Tsunami Victims
Aseana Properties, through Hoa Lam-Shangri-La
supported the Vietnam Red Cross by donating
VND 20,000,000 to aid the Japanese earthquake and
tsunami victims which happened in March 2011.
02 March 2011:
Exclusive Private Preview of Tiff ani by i-ZEN and
SENI Mont’ Kiara Penthouse Collection
The i-ZEN Penthouse Collection for SENI Mont’ Kiara
and Tiffani by i-ZEN was unveiled during a private
preview event. The launch entitled ‘Wine & Dine in The
Sky’ witnessed American Express® (AMEX) Platinum
and Maybank Private Banking guests treated to authentic
Japanese cuisine and a live jazz performance .
16 March 2011:
Appreciation Dinner for 1 Mont’ Kiara
Offi ce Suites Buyers
Buyers of Menara 1MK Office Suites gathered for an
informal event to celebrate the successful completion of the
overall 1 Mont’ Kiara integrated development. The event
was also in appreciation of the buyers for their continuous
support.
April 2011:
Successful Hand Over of SENI Mont’ Kiara
SENI Mont’ Kiara started its Vacant Possession hand over
to buyers commencing April 2011 for its Phase 1 of 325
units. The Phase 2 of 280 units was handed over in October
2011. Comprising two 40-level tower blocks (Van Gogh
and Picasso) and two 12-level low-rise blocks (Monet and
Dali), SENI Mont’ Kiara is a residential resort development
perched on an 8.8-acre ridge that places it on the highest
point of Mont’ Kiara.
09 May 2011:
Site Visit to City International
Hospital by Ho Chi Minh City
People’s Committee
Vice Chairman of Ho Chi Minh City
People’s Committee, Mr Hua Ngoc
Thuan, visited the City International
Hospital construction site and was
satisfied with the work progress.
13 June 2011:
MOU Signing between
Hoa Lam-Shangri-La
and Parkway College
Hoa Lam-Shangri-La signed a
Memorandum of Understanding
(MOU) with the Parkway College
(a member of Parkway Group, one
of the largest healthcare providers
in South East Asia) to set up a
Nursing College at Lot PT2 and
PT3 of International Hi-Tech
Healthcare Park. Parkway College
was represented by its CEO, Madam
Nellie Tang.
Annual Report 2011
15
Property Roadshows:
a) International Marketing
Initiatives for
SENI Mont’ Kiara:
• BANGLADESH (Dhaka) in March,
May - June 2011 & February 2012
• SINGAPORE in April/ May;
June – November 2011
• CHINA (Suzhou) and Taiwan in
April/ May 2011
• HONG KONG in September and
November 2011
b) Local Marketing Initiatives
for SENI Mont’ Kiara:
• Weekend Preview in Kuala Lumpur
in July 2011
• E-mailer & website campaigns in
July – December 2011
• Press advertisements in local
magazines and online portals from
October 2011 to January 2012
• SARAWAK (Kuching, Sibu and
Miri) in November 2011
• SABAH (Kota Kinabalu and
Sandakan) in December 2011
• SENI Referral Reward Programme
in January, November 2011
• Bunting advertising in Kuala Lumpur
from December 2011 to January 2012
September 2011:
“For the Love of Animals” Art Exhibitions
by Jolly Koh
“For the Love of Animals” Art Exhibitions by Jolly Koh
marks a significant celebration at the opening of Art
Salon@SENI in SENI Mont’ Kiara. All proceeds from the
exhibition went to three animal welfare organisations
namely the Society for the Prevention of Cruelty to Animals
(SPCA), Paws and Lassie.
17 June 2011:
Working Visit by Maybank Investment to
International Hi-Tech Healthcare Park
Maybank Investment Bank Berhad conducted a working
visit to Hanoi and Ho Chi Minh City, Vietnam to visit
several development projects including the International
Hi-Tech Healthcare Park project. The project presentation
and site visit gave the entourage great insights into the
project’s selling points and the potential of Vietnam as an
investment destination.
26 July 2011:
Topping Up Ceremony of Harbour Mall Sandakan
and Four Points by Sheraton Sandakan Hotel and
Signing of the Mall’s Anchor Tenant
July 26 marked two significant milestones for the award-
winning urban renewal development Sandakan Harbour
Square with its topping up ceremony of Harbour Mall
Sandakan and Four Points by Sheraton Sandakan hotel,
as well as the signing of the mall’s anchor tenant, Parkwell
Departmental Store and Supermarket.
September & October 2011:
11 November 2011:
Aseana Properties inks Hotel Management
Agreement with Starwood Group to Bring In the Aloft
Hotel to Asean
The SENI Soiree Wine & Dinner Series with Guest
Chefs in SENI Mont’ Kiara
As a gesture of thanks and recognition to i-ZEN buyers,
Ireka hosted a series of fine dining experiences at
its newly-completed residential resort development, SENI
Mont’ Kiara. More than a hundred i-ZEN buyers were
treated to fine dining experiences over two evening soiree
at SENI Mont’ Kiara.
The signing of the Hotel Management Agreement was
inked between the hotel owner, Iringan Flora Sdn. Bhd.
(a subsidiary of Aseana Properties) and the Starwood Asia
Pacific Hotels & Resorts Pte Ltd. Aloft Kuala Lumpur
Sentral will bring a dynamic mix of urban style and social
interplay to the KL Sentral area. The Aloft brand’s bold
design and social atmosphere is a big draw for the next
generation of travellers who expect their lodging to reflect
their constantly evolving lifestyle.
Annual Report 2011
16
BOARD OF
DIRECTORS
MOHAMMED AZLAN
HASHIM
Non-Executive Chairman
Mohammed Azlan Hashim was
appointed as Chairman (Non-Executive)
of Aseana Properties in March 2007.
Currently, Azlan is also Non-Executive
Chairman of Parkway Pantai Limited
and Asiasons Capital Limited, which are
companies based in Singapore. He is also
a Non-Executive Director of Acibadem
Saglik Hizmetleri Ve Ticaret A.S., a
company listed on the Istanbul Stock
Exchange.
In Malaysia, Azlan serves as Chairman
of several public entities, listed on Bursa
Malaysia Securities Berhad, including
D&O Green Technologies Berhad and
SILK Holdings Berhad and director of
Scomi Group Bhd.
He has extensive experience working in
the corporate sector including financial
services and investments. Among
others, he has served as Chief Executive,
Bumiputra Merchant Bankers Berhad,
Group Managing Director, Amanah
Capital Malaysia Berhad and Executive
Chairman, Bursa Malaysia Berhad Group.
Azlan also serves as a Board Member
of various government related
organisations including Khazanah
Nasional Berhad, Labuan Financial
Services Authority and is a member
of Employees Provident Fund and the
Government Retirement Fund Inc.
Investment Panels.
Azlan holds a Bachelor of Economics
from Monash University, Melbourne
and qualified as a Chartered Accountant
in 1981. He is a Fellow Member of the
Institute of Chartered Accountants,
Australia, Member of the Malaysian
Institute of Accountants, Fellow
Member of the Malaysian Institute
of Directors, Fellow Member of the
Institute of Chartered Secretaries and
Administrators and Hon. Member of the
Institute of Internal Auditors, Malaysia.
Christopher Henry Lovell was
appointed as Director (Non-Executive)
of Aseana Properties in March 2007.
He was a partner in Theodore Goddard
between 1983 and 1993 before setting up
his own legal practice in Jersey. In 2000,
he was one of the founding principals of
Channel House Trustees Limited,
a Jersey regulated trust company, which
was acquired by Capita Group plc in
2005, when he became a director of
Capita’s Jersey regulated trust company.
Christopher was a director of BFS
Equity Income & Bond plc between
1998 and 2004, BFS Managed
Properties plc between 2001 and 2005
and Yatra Capital Limited between
2005 and 2010. His other current
non-executive directorships include
NR Nordic & Russia Properties Limited
and Public Service Properties
Investments Limited.
CHRISTOPHER HENRY
LOVELL
Non-Executive Director
DAVID HARRIS
Non-Executive Director
David Harris was appointed as
Director (Non-Executive) of Aseana
Properties in March 2007. David
is currently Chief Executive of
InvaTrust Consultancy Ltd, a company
that specialises in the provision of
investment marketing services to the
Financial Services Industry in both
the UK and Europe. He was formerly
Managing Director of Chantrey
Financial Management Ltd, a successful
investment and fund management
company linked to Chartered
Accountants, Chantrey Vellacott.
Additionally, he also served as Director
of the Association of Investment
Companies overseeing marketing and
technical training.
He is currently a non-executive
director of a number of quoted
companies in the UK including
Character Group plc, COBRA Holdings
plc, Small Companies Dividend Trust
plc, F&C Managed Portfolio Trust plc,
Manchester & London Investment
Trust plc and Core VCT V plc. He writes
regularly for both the national and trade
press and appears regularly on TV and
Radio as an investment commentator.
He is a previous winner of the award
“Best Investment Adviser” in the UK.
Annual Report 2011
17
Gerald Ong was appointed as
Director (Non-Executive) of Aseana
Properties in September 2009.
Gerald is Chief Executive Officer of
PrimePartners Corporate Finance
Group, has over 20 years of corporate
finance related experience at various
financial institutions providing a wide
variety of services from advisory, M&A
activities and fund raising exercises
incorporating various structures such as
equity, equity-linked and derivative-
enhanced issues. He was appointed a
Director of Metro Holdings Limited
listed on the Singapore Exchange
Securities Trading Limited in June 2007.
He served as the Chairman of the
Singapore Investment Banks Association
Corporate Finance Committee from
2007 to 2011.
Gerald has been granted the Financial
Industry Certified Professional status
and is an alumnus of the National
University of Singapore, University of
British Columbia and Harvard Business
School.
GERALD ONG
CHONG KENG
Non-Executive Director
Ismail Shahudin was appointed as
Director (Non-Executive) of Aseana
Properties in March 2007. Ismail is
chairman of Maybank Islamic Berhad,
Opus Group Berhad, SMPC Corporation
Berhad and also serves as Independent
Non-Executive board member of several
Malaysia public listed entities, among
others, Malayan Banking Berhad which
is Malaysia’s largest bank, Nadayu
Properties Berhad, EP Manufacturing
Berhad, UEM Group Berhad which
is a non-listed wholly-owned subsidiary
of Khazanah Nasional Berhad, one of
the Malaysia government’s investment
arms. He is also a Non-Independent
Non-Executive Director of Opus
International Consultants Limited,
a company listed on the New Zealand
Stock Exchange and a director of MCB
Bank Limited, Pakistan, a company
listed on the Karachi Stock Exchange.
Ismail started his career in ESSO
Malaysia in 1974 before joining Citibank
Malaysia in 1979. He was subsequently
posted to Citibank’s headquarters in
New York in 1984, returning to Malaysia
in 1986 as the Vice President & Group
Head of Public Sector and Financial
Institutions Group. Subsequently, he
served as the Deputy General Manager
for the then United Asian Bank Berhad
before joining Maybank in 1992 in
which he had spent 10 years. Ismail
subsequently assumed the position
of Group CEO of MMC Corporation
Berhad in 2002.
Ismail holds a bachelor of Economics
(Hons) degree from University of
Malaya.
ISMAIL SHAHUDIN
Non-Executive Director
JOHN LYNTON JONES
Non-Executive Director
John Lynton Jones was appointed
as Director (Non-Executive) of Aseana
Properties in March 2007. Lynton
is chairman of Bourse Consult, a
consultancy that advises clients on
initiatives relating to exchange trading,
regulation, clearing and settlement.
He has an extensive background as a
chief executive of several exchanges in
London, including the International
Petroleum Exchange, the OM London
Exchange and Nasdaq International
(whose operations he set up in Europe
in the late 1980s). He was chairman
of the Morgan Stanley/OMX joint
venture Jiway in 2000 and 2001.
He spent the first 15 years of his career
in the British Diplomatic Service
where he became private secretary to a
minister of state and Financial Services
Attaché at the British Embassy in Paris.
He has been a board member
of London’s Futures and Options
Association, of the London Clearing
House and of Kenetics Group Limited.
He was the founding chairman of the
Dubai International Financial Exchange
(now known as Nasdaq Dubai) from
2003 until 2006. He is an advisor
to the City of London Corporation and
a Fellow of the Chartered Institute for
Securities and Investments.
He serves on the board of and is a
Trustee of the Horniman Museum
in London. He studied at the
University of Wales, Aberystwyth,
where he took a first class honours
in International Politics.
Annual Report 2011
18
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2011
The Directors present their report together with the
audited financial statements of the Group for the year
ended 31 December 2011.
PRINCIPAL ACTIVITIES
The principal activities of the Group are acquisition,
development and redevelopment of upscale residential,
commercial, hospitality and healthcare projects in the
major cities of Malaysia and Vietnam.
BUSINESS REVIEW AND
FUTURE DEVELOPMENTS
The statement of comprehensive income for the year
is set out on pages 27 to 28. A review of the development
and performance of the business has been set out in the
Chairman’s Statement, the Development Manager’s
Review and the Financial Review reports.
OBJECTIVES AND
STRATEGY
The Company’s investment objective is to provide
shareholders with an attractive overall total return
achieved primarily through capital appreciation by
investing in properties in Malaysia and Vietnam.
The Company intends to achieve its investment objective
through acquisition, development and redevelopment
of upscale residential, commercial, hospitality and healthcare
projects leveraging on the Development Manager’s experience
in these sectors. The Company will typically invest in
development projects at the pre-construction stage.
It will also selectively invest in projects under construction
and newly completed projects with the potential for high
capital appreciation.
The Company will only invest in projects where, at the
time the investment is made, both the Company and
the Development Manager reasonably believe that
there will be a minimum 30% annualised Return on
Equity (“ROE”) where the Company makes investments
in Vietnam and a minimum of 20% ROE where the
Company makes investments in Malaysia.
PRINCIPAL RISKS AND
UNCERTAINTIES
The Group’s business is property development in Malaysia and
Vietnam. Its principal risks are therefore related to the
property market in these countries in general, and also
the particular circumstances of the property development
projects it is undertaking. More detailed explanations of these
risks and the way they are managed are contained under the
heading of Financial and Capital Risk Management Objectives
and Policies in Note 4 to the financial statements.
Other risks faced by the Group in Malaysia and Vietnam
include the following:
Economic
Strategic
Regulatory
Law and
regulations
Inflation, economic recessions and
movements in interest rates could affect
property development activities.
Incorrect strategy, including sector and
geographical allocations and use of gearing,
could lead to poor returns for shareholders.
Breach of regulatory rules could lead to
suspension of the Company’s Stock
Exchange listing and financial penalties.
Changes in laws and regulations relating to
planning, land use, development standards
and ownership of land could have adverse
effects on the business and returns for the
shareholders.
Tax regimes
Changes in the tax regimes could affect the
tax treatment of the Company and/or its
subsidiaries in these jurisdictions.
Management
and control
Operational
Financial
Going Concern
Changes that cause the management and
control of the Company to be exercised in
the United Kingdom could lead to the
Company becoming liable to United
Kingdom taxation on income and capital
gains.
Failure of the Development Manager’s
accounting system and disruption to the
Development Manager’s business, or that of
a third party service providers, could lead to
an inability to provide accurate reporting
and monitoring leading to a loss of
shareholders’ confidence.
Inadequate controls by the Development
Manager or third party service providers
could lead to a misappropriation of assets.
Inappropriate accounting policies or failure
to comply with accounting standards could
lead to misreporting or breaches of
regulations or a qualified audit report.
Failure of property development projects
due to poor sales and collection,
construction delay, inability to secure
financing from banks may result in
inadequate financial resources to continue
operational existence and to meet financial
liabilities and commitments.
The Board seeks to mitigate and manage these risks through
continual review, policy setting and enforcement of contractual
rights and obligations. It also regularly monitors the economic
and investment environment in countries that it operates in
and the management of the Group’s property development
portfolio. Details of the Group’s internal controls are described
on page 24.
Annual Report 2011
19
RESULTS AND DIVIDENDS
The results for the year ended 31 December 2011 are set out in
the attached financial statements.
An interim dividend of US$0.01 per share amounting
US$2,125,250 for the financial year ended 31 December 2011
was paid to the shareholders on 15 December 2011.
PURCHASE OF OWN SHARES
The authority to purchase its own shares up to a total aggregate
value of 14.99% of the issued ordinary shares capital of the
Company was renewed in a resolution at its Annual General
Meeting held on 14 June 2011. The authority shall expire 12
months from the date of passing of the resolution unless
otherwise renewed, varied or revoked. No purchase of own
shares by the Company occurred during the year ended 31
December 2011.
In January 2012, the Company purchased 500,000 of its
ordinary shares of US$0.05 each in series at prices between
US$0.3375 and US$0.35. Following the purchases, the
Company holds 500,000 shares in treasury and has 212,025,000
shares in issue (excluding shares held in treasury).
SHARE CAPITAL
No shares have been issued in 2011. Further details on share
capital are stated in Note 27 to the financial statements.
DIRECTORS
The following were directors of Aseana who held office
throughout the financial year and up to the date of this report:
• Mohammed Azlan Hashim – Chairman
• Christopher Henry Lovell
• David Harris
• Ismail Shahudin
• John Lynton Jones
• Gerald Ong Chong Keng
DIRECTORS’ INTERESTS
Manager”). The Development Manager is a wholly-owned
subsidiary of Ireka Corporation Berhad, a company listed on
Bursa Malaysia since 1993 which has over 45 years of
experience in construction and property development.
Under the management contract, the Development Manager
will be principally responsible for, inter alia, implementing the
real estate strategy for the Company, engaging, managing and
coordinating third parties in relation to the development and
management of properties to be acquired and lead the
negotiation for the acquisition or disposal of assets and the
financing of such assets.
SUBSTANTIAL SHAREHOLDERS
The Board was aware of the following direct and indirect
interests comprising a significant amount of more than 3%
issued share capital of the Company at the latest practicable
date before the publication of this Report at 2 April 2012:
Number of
Ordinary
Shares Held
Percentage
of Issued
Share Capital
48,913,623
23.07%
39,086,377
18.43%
26,246,171
12.38%
Ireka Corporation
Berhad
Legacy Essence
Limited
Henderson Global
Investors
European Clearing
26,153,270
12.34%
Funds managed
by Cayenne Asset
Management
12,750,000
6.01%
Dr. Thong Kok Cheong
10,610,532
Damille Investments
6,880,000
Charlemagne Capital
IOM
6,849,412
5.00%
3.24%
3.23%
The interests of the directors in the Company’s shares at 31
December 2011 and at the date of this report were as follows:
EMPLOYEES
Number of Shares held:
Director
Christopher Henry Lovell
John Lynton Jones
David Harris
Gerald Ong Chong Keng
Ordinary Shares
of US$0.05 Each
48,000
20,000
120,000
1,000,000
The Company has no executive directors or employees.
A management agreement exists between the Company
and its Development Manager which sets out the role of the
Development Manager in managing the operating units
of the Company. The Development Manager had sixty-one
managerial and technical staff under its employment in
Malaysia and Vietnam at 31 December 2011.
GOING CONCERN
None of the other directors in office at the end of the financial
year had any interest in shares in the Company during the
financial year.
The Directors are confident that the Group has adequate
financial resources to continue in operational existence for
the foreseeable future and therefore continue to adopt the
going concern basis in preparing the financial statements.
MANAGEMENT
The Board has contractually delegated the development
management of the property development portfolio to Ireka
Development Management Sdn. Bhd. (the “Development
ANNUAL GENERAL MEETING
The tabling of the 2011 Annual Report and Financial
Statements to shareholders will be at an Annual
General Meeting (“AGM”) to be held in June 2012.
During the AGM, investors will be given the
opportunity to question the board and to meet with
them thereafter. They will be encouraged to participate
in the meeting.
On behalf of the Board
MOHAMMED AZLAN HASHIM
Director
CHRISTOPHER HENRY LOVELL
Director
24 April 2012
Annual Report 2011
20
DIRECTORS’ REPORT CONT’D
FOR THE YEAR ENDED 31 DECEMBER 2011
CREDITORS PAYMENT POLICY
The Group’s operating companies are responsible for
agreeing on the terms and conditions under which
business transactions with their suppliers are
conducted. It is the Group’s policy that payments to
suppliers are made in accordance with all relevant
terms and conditions. Trade creditors at 31 December
2011 amounted to 39 days (2010: 98 days) of purchases
made in the year.
FINANCIAL INSTRUMENTS
The Group’s principal financial instruments comprise
cash balances, balances with related parties and other
payables and receivables that arise in the normal course
of business. The Group’s Financial and Capital Risk
Management Objectives and Policies are set out in Note
4 to the financial statements.
The directors are responsible for maintaining proper
accounting records that disclose with reasonable
accuracy at any time the financial position of the
Company and of the Group and to enable them to
ensure that the financial statements comply with the
Jersey Law. The directors are also responsible for
safeguarding the assets of the Group and hence for
taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are also responsible for the maintenance
and integrity of the Group’s website on the internet.
However, information is accessible in many different
countries where legislation governing the preparation
and dissemination of financial statements may differ
from that applicable in the United Kingdom and Jersey.
The Directors of the Company confirm that to the best
of their knowledge that:
DIRECTORS’ LIABILITIES
(a) the consolidated financial statements have
Subject to the conditions set out in the Companies
(Jersey) Law 1991 (as amended), the Company has
arranged appropriate Directors and Officers liability
insurance to indemnify the directors against liability in
respect of proceedings brought by third parties. Such
provisions remain in force at the date of this report.
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
The directors are responsible for preparing the annual
report and the financial statements in accordance with
International Financial Reporting Standards (“IFRS”),
interpretations from the International Financial
Reporting Interpretations Committee (“IFRIC”) and
Companies (Jersey) Law 1991 (as amended).
Jersey Law requires the directors to prepare financial
statements for each financial year, which give a true and
fair view of the state of affairs of the Company and of
the Group and of the profit or loss of the Company and
of the Group for that year. In preparing the financial
statements, the directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are reasonable,
comparable, understandable and prudent;
• ensure that the financial statements comply with
been prepared in accordance with International
Financial Reporting Standards, including
International Accounting Standards and
Interpretations adopted by the International
Accounting Standards Board; and
(b) the sections of this Report, including the
Chairman’s Statement, Development Manager’s
Review, Financial Review and Principal Risks and
Uncertainties, which constitute the management
report include a fair review of all information
required to be disclosed by the Disclosure and
Transparency Rules 4.1.8 to 4.1.11 issued by the
Financial Services Authority of the United
Kingdom.
DISCLOSURE OF INFORMATION TO AUDITOR
So far as each person who was a director at the date of
approving this report is aware, there is no relevant audit
information, being information needed by the auditor
in connection with preparing its report, of which the
auditor is unaware. Having made enquiries of fellow
directors and the Group’s auditors, each director has
taken all the steps that he is obliged to take as a director
in order to have made himself aware of any relevant
audit information and to establish that the auditor is
aware of that information.
IFRS; and
RE-APPOINTMENT OF AUDITOR
• prepare the financial statements on the going concern
basis, unless it is inappropriate to presume that the
Group will continue in business.
The auditor, KPMG Audit Plc, has expressed their
willingness to continue in office. A resolution
proposing their re-appointment will be tabled at the
forthcoming Annual General Meeting.
BOARD COMMITTEES
Information on the Audit Committee, Nomination
Committee, Remuneration Committee, Management
Engagement Committee and Investment Committee is
included in the Corporate Governance section of the
Annual Report on pages 22 to 24.
Annual Report 2011
21
REPORT OF DIRECTORS’
REMUNERATION
DIRECTORS’ EMOLUMENTS
The Company has no executive directors or employees. Since all the directors are non-executive, the provisions of the UK
Corporate Governance Code in respect of the directors’ remuneration are not relevant except in so far as they relate specifically
to non-executive directors.
The Remuneration Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements
for all non-executive directors before recommending the same to the Board for approval. The Remuneration Committee assesses
the appropriateness of the emoluments on an annual basis by reference to comparable market conditions with the overall objective
of ensuring maximum stakeholder benefit from the retention of a high calibre Board. No director participates in any discussion
regarding his own remuneration.
During the year the Directors received the following emoluments in the form of fees from the Company:
Director
Mohammed Azlan Hashim (Chairman of the Board)
Christopher Henry Lovell (Chairman of the Audit Committee)
David Harris
Ismail Shahudin
John Lynton Jones
Gerald Ong Chong Keng
Total
SHARE OPTIONS
Year ended
31 December 2011
(US$)
Year ended
31 December 2010
(US$)
70,000
55,000
48,000
48,000
48,000
48,000
317,000
52,549
42,958
41,208
41,208
41,208
41,208
260,339
The Company did not operate any share option schemes during the year ended 31 December 2011.
SHARE PRICE INFORMATION
• High for the year
• Low for the year
• Close for the year
- US$0.57
- US$0.34
- US$0.36
PENSION SCHEMES
In view of the non-executive nature of the directorships, no pension schemes exist in the Company.
SERVICE CONTRACTS
In view of the non-executive nature of the directorships, there are no service contracts in existence between the Company and
any of the directors. Each director was appointed by a letter of appointment that states his appointment subject to the Articles of
Association of the Company which set out the main terms of his appointment.
JOHN LYNTON JONES
Chairman of the Remuneration Committee
24 April 2012
Annual Report 2011
22
CORPORATE GOVERNANCE
STATEMENT
The Financial Services Authority
requires all companies with a Premium
Listing to comply with the UK Corporate
Governance Code (the “Code”). Aseana
is a Jersey incorporated company
with a Standard Listing is therefore
not subject to the Code. However, the
Board recognises the importance and
value of good corporate governance and
voluntarily seeks to apply the principles
of the Code where practical and relevant
for a company of Aseana’s size and
nature. The following explains how the
relevant principles of governance are
applied to the Company.
THE BOARD
The Company currently has a Board of
six non-executive directors, including
the non-executive Chairman. The brief
biographies of the following directors
appear on pages 16 to 17 of the Annual
Report 2011:
Appropriate Directors and Officers
liability insurance is maintained by the
Company.
MEETINGS OF THE BOARD
OF DIRECTORS
The Board meets at least four times
a year and at such other times as the
Chairman shall require. The Board met
seven times during the year ended 31
December 2011. The meetings were
attended by all the directors except
for David Harris who was absent once.
To enable the Board to discharge its
duties effectively, all directors receive
accurate, timely and clear information,
in an appropriate form and quality,
including Board papers distributed
in advance of Board meetings. All
directors have access to the advice and
services of the Development Manager,
Company Secretary and advisors, who
are responsible to the Board on matters
of corporate governance.
PERFORMANCE APPRAISAL
The Board undertakes an annual
evaluation of its own performance and
that of its Committees and individual
directors in November 2011. The
directors are encouraged to continually
attend training courses at the Company’s
expense to enhance their skills and
knowledge, where relevant.
RE-ELECTION OF DIRECTORS
The Company’s Articles of Association
provides that all Directors shall submit
themselves for election at the first
opportunity after their appointment,
and shall not remain in office for longer
than three years since their last election
or re-election without submitting
themselves for re-election. At the
Annual General Meeting held on 14
June 2011, Mohammed Azlan Hashim
and John Lynton Jones who retired by
rotation as directors were re-elected to
the Board.
BOARD BALANCE AND
INDEPENDENCE
BOARD COMMITTEES
Being an externally-managed company,
the Board consists solely of non-
executive directors of which Mohammed
Azlan Hashim is the non-executive
Chairman. The Board considers that the
directors are independent.
The Chairman is responsible for
leadership of the Board, ensuring
effectiveness in all aspects of its role
and setting its agenda. Together,
the directors bring a wide range of
experience and expertise in business,
law, finance and accountancy, which
are required to successfully direct and
supervise the business activities of the
Company.
The Board has established Audit,
Nomination, Remuneration,
Management Engagement and
Investment Committees which deal with
specific aspects of the Company’s affairs,
each of which has written terms of
reference which are reviewed annually.
No one other than the committee
chairman and members of the relevant
committee is entitled to be present at
a meeting of board committees, but
others may attend at the invitation of the
board committees. Copies of the terms
of reference are kept by the Company
Secretary and are available on request
at the Company’s registered office at 12
Castle Street, St. Helier, Jersey, JE2 3RT,
Channel Islands.
• Mohammed Azlan Hashim
(Non-Executive Chairman)
• Christopher Henry Lovell
• David Harris
• Ismail Shahudin
• John Lynton Jones
• Gerald Ong Chong Keng
The Board did not appoint a Chief
Executive and a Senior Independent
Director as set out in the Code.
ROLE OF THE BOARD
OF DIRECTORS
The Board’s role is to provide
entrepreneurial leadership of the
Company within a framework of prudent
and effective controls which enables risk
to be assessed and managed. The Board
sets the Company’s strategic objectives,
monitors and reviews the Company’s
operational and financial performance,
ensures the Company has sufficient
funding, examines and approves all
major potential investment, acquisitions
and disposals. The Board also sets
the Company’s values and standards
and ensures that its obligations to its
shareholders and other stakeholders
are met. The implementation of the
Company’s strategy are delegated to
the Development Manager and such
performance is assessed by the Board
regularly.
Annual Report 2011
23
AUDIT COMMITTEE
• developing and implementing policy
• identifying and nominating for the
The Audit Committee consists of three
members and is chaired by Christopher
Henry Lovell. Its other members are
Mohammed Azlan Hashim and Ismail
Shahudin. The Committee members
have no links with the Company’s
external auditor and are independent of
the Company’s management. The Board
considers that collectively the Audit
Committee has sufficient recent and
relevant financial experience with the
ability to discharge its duties properly,
through extensive service on the Boards
and Audit Committees of other listed
companies.
The Committee meets at least twice
a year and at such other times as the
Chairman of the Audit Committee
shall require. Any member of the
Audit Committee or the auditor may
request a meeting if they consider that
one is necessary. The Committee met
three times during the year ended 31
December 2011. The meetings were
attended by all the committee members.
Representatives of the auditor, the Chief
Financial Officer and Chief Executive
Officer of the Development Manager
may attend by invitation.
on engagement of the external auditor
to supply non-audit services; and
approval of the Board, candidates to
fill Board vacancies as and when they
arise; and
• reporting to the Board any matters
in respect of which it considers that
action or improvement is needed and
making recommendations as to the
steps to be taken.
During the year ended 31 December
2011, the Audit Committee performed
its duties as set out in the terms
of reference. The main activities
carried out by the Audit Committee
encompassed the following:
• reviewed the audit plan for the year
ended 31 December 2010 with the
Company’s Auditor;
• reviewed the interim financial
statements, annual audited financial
statements and results announcements
together with the Company’s Auditor
before tabling to the Board for
consideration and approval; and
• reviewed and discussed the Audit
Committee Report for the year
ended 31 December 2010 with the
Company’s Auditor.
• considering any matter relating to the
continuation in office of any Director
at any time.
REMUNERATION COMMITTEE
The Remuneration Committee is
chaired by John Lynton Jones. Its other
members are David Harris and Ismail
Shahudin.
The Committee meets at least once
a year and at any such times as the
Chairman of the Remuneration
Committee shall require. The
Committee met once during the year
ended 31 December 2011. The meeting
was attended by all the committee
members. Other board members
attended the meeting at the invitation
of the Remuneration Committee.
During the year ended 31 December
2011, the Remuneration Committee
carried out its duties as set out in
its terms of reference which are
summarised below:
The Committee is responsible for:
NOMINATION COMMITTEE
• determining and agreeing with
• monitoring, in discussion with the
auditor, the integrity of the financial
statements of the Company, any
formal announcements relating to
the Company’s financial performance
and reviewing significant financial
reporting judgements contained in
them;
• reviewing the Company’s internal
financial controls and risk
management system operated by
the Development Manager;
• making recommendations to the
Board in relation to the appointment,
re-appointment and removal of
the external auditor and approving
the remuneration and terms of
engagement of the external auditor
to be put to the shareholders for their
approval in general meetings;
• reviewing and monitoring the external
auditor’s independence and objectivity
and effectiveness of the audit process,
taking into consideration relevant
UK professional and regulatory
requirements;
The Nomination Committee is chaired
by Mohammed Azlan Hashim. Its other
members are David Harris and John
Lynton Jones. The Committee meets
annually and at any such times as the
Chairman of the Nomination Committee
shall require. The Committee met once
during the year ended 31 December 2011
and the meeting was attended by all the
committee members as well as other
board members at the invitation of the
Nomination Committee.
During the year ended 31 December
2011, the Nomination Committee carried
out its functions as set out in its terms of
reference which are summarised below:
• regularly reviewing the structure, size
and composition (including skills,
knowledge and experience) of the
Board and making recommendations
to the Board with regard to any change;
• considering the re-appointment of any
Directors at the conclusion of their
specified term of office or retiring
in accordance with the Company’s
Articles of Association;
the Board the framework for the
remuneration of the Directors;
• setting the remuneration for all
Directors; and
• ensuring that provisions regarding
disclosure of remuneration as set out
in the Directors’ Remuneration Report
Regulations 2002, are fulfilled.
MANAGEMENT ENGAGEMENT
COMMITTEE
The Management Engagement
Committee is chaired by Mohammed
Azlan Hashim. Its other members
are David Harris and John Lynton
Jones. The Committee meets at least
once a year and at any such times as
the Chairman of the Management
Engagement Committee shall require.
The Committee met once during
the year ended 31 December 2011.
The meeting was attended by all the
committee members as well as other
board members at the invitation of the
Management Engagement Committee.
During the year ended 31 December
2011, the Management Engagement
Committee carried out its duties as set
out in its terms of reference which are
summarised below:
• monitoring compliance by the
Development Manager with the terms
of the Management Agreement;
• reviewing the terms of the
Management Agreement from time to
time to ensure that the terms thereof
conform with market and industry
practice and remain in the best interest
of shareholders;
• from time to time monitor compliance
by providers of other services to the
Company with the terms of their
respective agreements; and
• review and consider the appointment
and remuneration of providers of
services to the Company.
INVESTMENT COMMITTEE
The Investment Committee is appointed
by the Board and comprises five
members, being Kumar Tharmalingam,
Lai Voon Hon, Mai Xuan Loc, Monica Lai
Voon Huey and Dang The Duc. Kumar
Tharmalingam, Mai Xuan Loc and
Dang The Duc are independent while
Lai Voon Hon and Monica Lai are the
Chief Executive Officer and the Chief
Financial Officer of the Development
Manager respectively. The Investment
Committee meets at such time as
required to review and evaluate potential
investments for recommendation to
the Board. All the committee members
attended the two meetings held during
the year ended 31 December 2011. The
Investment Committee is responsible
for providing advisory services to the
Board to consider investment and
disposal recommendations of the
Development Manager. During the year,
the Investment Committee had reviewed
and recommended two investments, one
each in Malaysia and Vietnam, to the
Board for consideration.
Annual Report 2011
24
CORPORATE GOVERNANCE
STATEMENT CONT’D
Company seeks to regularly
update shareholders through stock
exchange announcements, press
releases and participation in
road shows.
To promote effective communication,
the Company has a website, www.
aseanaproperties.com that shareholders
and investors can access for timely
information.
ANNUAL GENERAL MEETING
(“AGM”)
The AGM is the principal forum for
dialogue with shareholders. At and
after the AGM, investors are given the
opportunity to question the Board and
seek clarification on the business and
affairs of the Group.
Notices of the AGM and related papers
are sent out to shareholders in good
time to allow for full consideration
prior to the AGM. Each item of special
business included is accompanied by an
explanation of the purpose and effect
of a proposed resolution. The Chairman
declares the number of proxy votes
received for, against and withheld in
respect of each resolution.
On behalf of the Board
MOHAMMED AZLAN HASHIM
Director
CHRISTOPHER HENRY LOVELL
Director
24 April 2012
FINANCIAL REPORTING
INTERNAL CONTROL
The Board aims to present a balanced
and understandable assessment of the
Company’s position and prospects in
all reports to shareholders, investors
and regulatory authorities. This
assessment is primarily provided in the
Annual Report through the Chairman’s
Statement, Development Manager’s
Review Statement, Financial Review
Statement, Directors’ Report and
Independent Auditor’s Report.
The Audit Committee has reviewed
the significant reporting issues and
judgements made in connection with the
preparation of the Company’s financial
statements including significant
accounting policies, significant
estimates and judgements. The Audit
Committee has also reviewed the clarity,
appropriateness and completeness of
disclosures in the financial statements.
INTERNAL AUDIT
The Board has confirmed that the
systems and procedures employed by the
Development Manager, including the
work carried out by the internal auditor
of the Development Manager, provide
sufficient assurance that a sound system
of internal control is maintained. An
internal audit function specific to the
Company is therefore considered not
necessary.
AUDITOR
The Audit Committee’s responsibilities
include monitoring and reviewing the
performance and independence of the
Company’s Auditor, KPMG Audit Plc.
Pursuant to audit and ethical
standards, the auditor is required
to assess and confirm to the Board
their independence, integrity and
objectivity. The auditor has carried
out assessment and considers
themselves to be independent,
objective and in compliance
with the APB (Auditing Practices
Board) Ethical Standards.
The Board is responsible for the
effectiveness of the Company’s internal
control system and is supplied with
information to enable it to discharge
its duties. Internal control systems are
designed to meet the particular needs
of the Company and to manage rather
than eliminate the risk of failure to meet
business objectives and can only provide
reasonable, and not absolute, assurance
against material misstatement or loss.
The process is based principally on the
Development Manager’s existing risk-
based approach to internal controls.
During the year, the Board discharged
its responsibility for internal controls
through the following key procedures:
• clearly defined delegation of
responsibilities to the committees of
the Board and to the Development
Manager, including authorisation
levels for all aspects of the business;
• regular and comprehensive
information provided to the Board
covering financial performance and
key business indicators;
• a detailed system of budgeting,
planning and reporting which is
approved by the Board and monitoring
of results against budget with variances
being followed up and action taken,
where necessary; and
• regular visits to operating units and
projects by the Board.
RELATIONSHIP WITH
SHAREHOLDERS
The Board is committed to maintaining
good communications with shareholders
and has designated the Development
Manager’s Chief Executive Officer,
Chief Financial Officer and designated
members of its senior management as
the principal spokesmen with investors,
analysts, fund managers, the press and
other interested parties. The Board
is informed on material information
provided to shareholders and are advised
on their feedback. In addition, the
Annual Report 2011
25
INDEPENDENT
AUDITOR’S REPORT
Notes:
•
The maintenance and integrity of
Aseana’s website is the responsibility of
the directors; the work carried out by
auditors does not involve consideration
of these matters and accordingly,
KPMG Audit Plc accepts no
responsibility for any changes that may
have occurred to the financial
statements or our audit report since
24 April 2012. KPMG Audit Plc has
carried out no procedures of any nature
subsequent to 24 April 2012 which in
any way extends this date.
Legislation in Jersey governing the
preparation and dissemination of
financial statements may differ from
legislation in other jurisdictions. The
directors shall remain responsible for
establishing and controlling the process
for doing so, and for ensuring that the
financial statements are complete and
unaltered in any way.
In addition, we read all the financial
and non-financial information in the
Annual Report to identify material
inconsistencies with the audited
financial statements. If we become
aware of any apparent material
misstatements or inconsistencies we
consider the implications for our report.
OPINION ON FINANCIAL
STATEMENTS
•
In our opinion the financial statements:
•
give a true and fair view, in accordance
with International Financial
Reporting Standards of the state
of the group’s and parent company’s
affairs as at 31 December 2011 and
of the group’s profit and the parent
company’s loss for the year then
ended; and
have been properly prepared in
accordance with the Companies
(Jersey) Law 1991.
•
MATTERS ON WHICH WE
ARE REQUIRED TO REPORT
BY EXCEPTION
We have nothing to report in respect
of the following matters where the
Companies (Jersey) Law 1991 requires
us to report to you if, in our opinion:
•
proper accounting records have not
been kept by the company; or
proper returns adequate for our audit
have not been received from branches
not visited by us; or
the company financial statements are
not in agreement with the accounting
records and returns; or
we have not received all the
information and explanations we
require for our audit.
•
•
•
WEJ HOLLAND
for and on behalf of
KPMG Audit Plc
Chartered Accountants
and Recognised Auditor
15 Canada Square
London E14 5GL
24 April 2012
TO THE MEMBERS OF ASEANA
PROPERTIES LIMITED
We have audited the group and parent
company financial statements of Aseana
Properties Limited for the year ended
31 December 2011 which comprise
the Consolidated and Company
Statements of Comprehensive Income,
the Consolidated and Company
Statements of Financial Position, the
Statements of Changes in Equity, the
Consolidated and Company Statements
of Cash Flows and the related notes.
The financial reporting framework that
has been applied in their preparation
is applicable law and International
Financial Reporting Standards.
This report is made solely to the
company’s members, as a body, in
accordance with Article 113A of the
Companies (Jersey) Law 1991. Our audit
work has been undertaken so that we
might state to the company’s members
those matters we are required to state
to them in an auditor’s report and for
no other purpose. To the fullest extent
permitted by law, we do not accept or
assume responsibility to anyone other
than the company and the company’s
members as a body, for our audit work,
for this report, or for the opinions we
have formed.
RESPECTIVE RESPONSIBILITIES
OF DIRECTORS AND AUDITORS
As explained more fully in the Statement
of Directors’ Responsibilities set out on
page 20, the directors are responsible for
the preparation of financial statements
which give a true and fair view. Our
responsibility is to audit, and express an
opinion on, the financial statements in
accordance with applicable law and
International Standards on Auditing
(UK and Ireland). Those standards
require us to comply with the Auditing
Practices Board’s Ethical Standards for
Auditors.
SCOPE OF THE AUDIT OF THE
FINANCIAL STATEMENTS
An audit involves obtaining evidence
about the amounts and disclosures in
the financial statements sufficient to
give reasonable assurance that the
financial statements are free from
material misstatement, whether caused
by fraud or error. This includes an
assessment of: whether the accounting
policies are appropriate to the group’s
and parent company’s circumstances
and have been consistently applied and
adequately disclosed; the reasonableness
of significant accounting estimates
made by the directors; and the overall
presentation of the financial statements.
Annual Report 2011
26
FINANCIAL
STATEMENTS
INVESTMENT GATEWAY TO MALAYSIA AND VIETNAM
CONTENTS
27
28
29
Consolidated
Statement of
Comprehensive
Income
Company
Statement of
Comprehensive
Income
Consolidated
Statement
of Financial
Position
30
Company
Statement
of Financial
Position
33
Company
Statement of
Cash Flows
31
Statement of
Changes in Equity
34
Notes to the
Financial
Statements
32
Consolidated
Statement of
Cash Flows
Annual Report 2011
27
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
Continuing activities
Revenue
Cost of sales
Gross profi t
Other income
Administrative expenses
Foreign exchange loss
Management fees
Marketing expenses
Other operating expenses
Operating profit/ (loss)
Finance income
Finance costs
Net finance (costs)/ income
Net profi t/ (loss) before taxation
Taxation
Profi t/ (loss) for the year
Other comprehensive income, net of tax
Foreign currency translation differences for foreign operations
Increase in fair value of available-for-sale investments
Total other comprehensive (expense)/ income for the year
Total comprehensive income/ (expense) for the year
Profi t/ (loss) attributable to:
Equity holders of the parent
Non-controlling interests
Total
Total comprehensive income/ (expense) attributable to:
Equity holders of the parent
Non-controlling interests
Total
Earnings/ (loss) per share
Basic and diluted (US cents)
FOR THE YEAR ENDED 31 DECEMBER 2011
Notes
2011
US$’000
2010
US$’000
5
6
7
8
9
11
12
13
281,142
(236,645)
179,345
(177,184)
44,497
2,146
(2,053)
(1,014)
(3,972)
(2,720)
(3,210)
33,674
602
(1,144)
(542)
2,161
679
(1,017)
(670)
(3,994)
(10,036)
(2,816)
(15,693)
794
(534)
260
33,132
(18,992)
(15,433)
(5,795)
14,140
(21,228)
(3,364)
–
3,107
4,828
(3,364)
7,935
10,776
(13,293)
16,058
(1,918)
(20,205)
(1,023)
14,140
(21,228)
12,625
(1,849)
(12,206)
(1,087)
10,776
(13,293)
14
7.56
(9.51)
The notes to the financial statements form an integral part of the financial statements.
Annual Report 2011
28
COMPANY STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2011
Continuing activities
Revenue
Cost of sales
Gross profi t
Other income
Gain on remeasurement of loan receivable
Administrative expenses
Foreign exchange gain/ (loss)
Management fees
Impairment of amount due from subsidiaries
Other operating expenses
Operating loss
Finance income
Finance costs
Net finance income
Net loss before taxation
Taxation
Notes
2011
US$’000
2010
US$’000
5
6
7
25
8
9
25
11
12
–
–
–
–
–
(716)
450
(1,613)
(634)
(683)
(3,196)
68
(4)
64
(3,132)
–
–
–
–
–
14,518
(385)
(442)
(1,380)
(14,957)
(710)
(3,356)
298
(134)
164
(3,192)
–
Loss for the year/ Total comprehensive expense for the year
(3,132)
(3,192)
The notes to the financial statements form an integral part of the financial statements.
Annual Report 2011
29
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AT 31 DECEMBER 2011
Notes
2011
US$’000
2010
US$’000
15
16
18
19
20
21
22
23
24
26
27
28
30
31
32
33
34
35
36
39
37
38
39
4,629
–
22,052
15,003
691
4,497
–
22,052
17,174
19,400
42,375
63,123
285,006
21,384
33,485
122
142
32,610
431,473
–
31,499
382
–
150,385
372,749
613,739
415,124
676,862
10,626
219,101
1,874
(262)
4,828
(32,797)
10,626
221,226
1,874
3,171
4,828
(48,858)
203,370
4,276
192,867
4,346
207,646
197,213
–
74,338
37,393
–
4,118
188,462
112,940
68,463
72,923
12,637
115,849
455,425
3,006
12,889
75,734
3,048
21,176
–
91,629
24,224
207,478
479,649
415,124
676,862
Non-current assets
Property, plant and equipment
Investment in an associate
Available-for-sale investments
Intangible assets
Deferred tax assets
Total non-current assets
Current assets
Inventories
Held-for-trading financial instrument
Trade and other receivables
Amount due from an associate
Current tax asset
Cash and cash equivalents
Total current assets
TOTAL ASSETS
Equity
Share capital
Share premium
Capital redemption reserve
Translation reserve
Fair value reserve
Accumulated losses
Shareholders’ equity
Non-controlling interests
Total equity
Current liabilities
Deferred revenue
Trade and other payables
Bank loans and borrowings
Medium term notes
Current tax liabilities
Total current liabilities
Non-current liabilities
Amount due to non-controlling interests
Bank loans
Medium term notes
Total non-current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
The financial statements were approved on 24 April 2012 and authorised for issue by the Board and were signed on its behalf by
MOHAMMED AZLAN HASHIM
Director
CHRISTOPHER HENRY LOVELL
Director
The notes to the financial statements form an integral part of the financial statements.
Notes
2011
US$’000
2010
US$’000
17
80,946
80,946
80,946
80,946
23
25
26
198
150,014
5,188
14
131,056
33,569
27
28
30
33
35
25
36
155,400
164,639
236,346
245,585
10,626
219,101
1,874
(17,044)
10,626
221,226
1,874
(13,912)
214,557
219,814
947
20,842
–
588
15,727
9,456
21,789
25,771
21,789
25,771
236,346
245,585
Annual Report 2011
30
COMPANY STATEMENT OF
FINANCIAL POSITION
AT 31 DECEMBER 2011
Non-current assets
Investment in subsidiaries
Total non-current assets
Current assets
Trade and other receivables
Amounts due from subsidiaries
Cash and cash equivalents
Total current assets
TOTAL ASSETS
Equity
Share capital
Share premium
Capital redemption reserve
Accumulated losses
Total equity
Current liabilities
Trade and other payables
Amounts due to subsidiaries
Bank loans and borrowings
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
The financial statements were approved on 24 April 2012 and authorised for issue by the Board and were signed on its behalf by
MOHAMMED AZLAN HASHIM
Director
CHRISTOPHER HENRY LOVELL
Director
The notes to the financial statements form an integral part of the financial statements.
Annual Report 2011
31
STATEMENT OF
CHANGES IN EQUITY
Share
Capital
Premium
US$’000 US$’000
Capital
Share Redemption
Reserve
US$’000
FOR THE YEAR ENDED 31 DECEMBER 2011
Total Equity
Attributable
to Equity
Holders of
the Parent
US$’000
Accumulated
Losses
US$’000
Non-
Total
Controlling
Equity
Interest
US$’000 US$’000
Translation
Reserve
US$’000
Fair Value
Reserve
US$’000
10,626
–
221,226
–
1,874
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3,171
3,171
4,828
4,828
(28,653)
–
–
(20,205)
-
(20,205)
205,073
–
–
(20,205)
7,999
(12,206)
4,365
93
209,438
93
975
(1,023)
975
(21,228)
(64)
(1,087)
7,935
(13,293)
10,626
221,226
1,874
3,171
4,828
(48,858)
192,867
4,346
197,213
–
–
–
–
–
–
–
–
–
–
–
(2,125)
–
–
–
–
–
–
–
–
–
(3,433)
(3,433)
–
–
–
–
–
–
–
3
3
(14)
(11)
–
16,058
–
16,058
–
16,058
(3,433)
12,625
1,793
(1,918)
69
(1,849)
1,793
14,140
(3,364)
10,776
–
(2,125)
–
(2,125)
10,626
219,101
1,874
(262)
4,828
(32,797)
203,370
4,276
207,646
Share
Capital
US$ ’000
Capital
Share Redemption Accumulated
Reserve
Losses
US$ ’000
Total
Equity
US$ ’000 US$ ’000
Premium
US$ ’000
10,626
221,226
1,874
(10,720)
223,006
–
–
–
(3,192)
(3,192)
10,626
221,226
1,874
(13,912)
219,814
–
–
–
(2,125)
–
–
(3,132)
(3,132)
–
(2,125)
10,626
219,101
1,874
(17,044)
214,557
Consolidated
1 January 2010
Acquisition of a subsidiary
Non-controlling interest
contribution
Loss for the year
Total other comprehensive
income
Total comprehensive expense
At 31 December 2010/
1 January 2011
Acquisition from non-controlling
interest (Note 42)
Non-controlling interest
contribution
Profit for the year
Total other comprehensive
expense
Total comprehensive expense
Dividends to equity holders
of the parent
Shareholders’ equity at
31 December 2011
Company
1 January 2010
Loss for the year/ Total
comprehensive expense
At 31 December 2010/
1 January 2011
Loss for the year/ Total
comprehensive expense
Dividends to equity holders
of the parent
Shareholders’ equity at
31 December 2011
The notes to the financial statements form an integral part of the financial statements.
Annual Report 2011
32
CONSOLIDATED STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2011
Cash Flows from Operating Activities
Net profit/ (loss) before taxation
Finance income
Finance costs
Unrealised foreign exchange loss/ (gain)
Impairment of trade receivables
Impairment of goodwill
Depreciation of property, plant and equipment
Property, plant and equipment written off
Fair value gain on held-for-trading financial instrument
Operating profi t/ (loss) before working capital changes
Changes in working capital:
Decrease in inventories
Increase in receivables
(Decrease)/ increase in deferred revenue
(Decrease)/ increase in payables
Cash (used in)/ generated from operations
Interest paid
Tax paid
Net cash (used in)/ generated from operating activities
Cash Flows from Investing Activities
Acquisition of subsidiaries, net of cash
Acquisition of non-controlling interests
Repayment from associate
Proceeds from disposal of property, plant and equipment
Purchase of held-for-trading financial instrument
Disposal of held-for-trading financial instrument
Purchase of property, plant and equipment
Finance income received
Net cash used in investing activities
Cash Flows from Financing Activities
Repayment of borrowings, bank loans and MTN
Drawdown of borrowings, bank loans and MTN
Dividend paid to equity holders of the parent
Net cash (used in)/ generated from fi nancing activities
NET CHANGES IN CASH AND CASH EQUIVALENTS DURING THE YEAR
Effect of changes in exchange rates
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR (Note 26)
The notes to the financial statements form an integral part of the financial statements.
2011
US$’000
2010
US$’000
33,132
(602)
1,144
20
419
2,171
142
156
(26)
(15,433)
(794)
534
(618)
–
–
117
–
–
36,556
(16,194)
150,591
(2,390)
(188,462)
(37,543)
(41,248)
(5,268)
(8,453)
520
(7,107)
78,660
22,874
78,753
(4,978)
(7,394)
(54,969)
66,381
–
(11)
260
–
(24,145)
2,787
(591)
602
(18)
–
403
17
–
–
(3,573)
794
(21,098)
(2,377)
(131,822)
104,732
(2,125)
(44,763)
72,590
–
(29,215)
27,827
(105,282)
91,831
(3,037)
2,102
140,929
46,996
32,610
140,929
Annual Report 2011
33
COMPANY STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2011
2011
US$’000
2010
US$’000
(3,132)
–
634
(68)
4
(89)
(3,192)
(14,518)
14,957
(298)
134
(295)
(2,651)
(3,212)
(184)
359
24
85
(2,476)
(4)
(3,103)
(134)
(2,480)
(3,237)
(19,592)
68
(3,014)
298
(19,524)
(2,716)
5,115
(2,125)
2,990
(19,014)
89
6,445
–
6,445
492
295
24,113
23,326
5,188
24,113
Cash Flows from Operating Activities
Net loss before taxation
Gain on remeasurement of loan receivable
Impairment of amount due from subsidiaries
Finance income
Finance costs
Unrealised foreign exchange gain
Operating loss before working capital changes
Changes in working capital:
(Increase)/ decrease in receivables
Increase in payables
Cash used in operations
Interest paid
Net cash used in operating activities
Cash Flows from Investing Activities
Advances to subsidiaries
Finance income received
Net cash used in investing activities
Cash Flows from Financing Activities
Advances from subsidiaries
Dividend paid to equity holders of the parent
Net cash generated from fi nancing activities
NET CHANGES IN CASH AND CASH EQUIVALENTS DURING THE YEAR
Effect of changes in exchange rates
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR (Note 26)
The notes to the financial statements form an integral part of the financial statements.
Annual Report 2011
34
NOTES TO THE
FINANCIAL STATEMENTS
1 GENERAL INFORMATION
The principal activities of the Group and the Company are acquisition, development and
redevelopment of upscale residential, commercial, hospitality and healthcare projects in
the major cities of Malaysia and Vietnam. The Group typically invests in development
projects at the pre-construction stage and may also selectively invest in projects in
construction and newly completed projects with potential capital appreciation.
2 BASIS OF PREPARATION
2.1
Statement of compliance and going concern
The Group and the Company financial statements have been prepared in
accordance with International Financial Reporting Standards (“IFRS”), and
IFRIC interpretations issued, and effective, or issued and early adopted, at the
date of these financial statements.
The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts
of expenses during the reporting period. Although these estimates are based
on management’s best knowledge of the amount, event or actions, actual
results ultimately may differ from those estimates. The Board has reviewed
the accounting policies set out below and considers them to be the most
appropriate to the Group’s business activities.
The financial statements have been prepared on the historical cost basis except
for available-for-sale investments which are measured at fair value and on the
assumption that the Group and the Company are going concerns.
The Group has prepared and considered prospective financial information
derived based on assumptions and events that may occur for at least 12 months
from the date of approval of the financial statements and the possible actions to
be taken by the Group. Prospective financial information includes the Group’s
profit and cash flow forecasts for the ongoing projects. In preparing the cash
flow forecasts, the Directors have considered the availability of cash and held-
for-trading financial instruments, along with the adequacy of bank loans and
medium term notes described in Notes 38 and 39. The forecasts incorporate
current payables, committed expenditure included in Note 44 and other future
expected expenditures, along with a prudent estimate of sales.
Based on these forecasts, cash resources and existing credit facilities, the
Directors consider that the Group and the Company have adequate resources
to continue in business for the foreseeable future. For this reason, the Directors
continue to adopt going concern basis in preparing the financial statements.
The Group and the Company have not applied the following new/revised
accounting standard that has been issued by International Accounting
Standards Board but is not yet effective.
New/Revised
International Financial
Reporting Standards
Issued/ Eff ective Date
Revised
IFRS 9
Financial Instruments
- Classification and
Measurement
November Annual periods
2009
beginning on or after
1 January 2015
IFRS 10 Consolidated Financial
May 2011 Annual periods
Statements - First
Impressions: Consolidated
Financial Statements
beginning on or after
1 January 2013
IFRS 11
Joint Arrangements
- First Impressions:
Joint Arrangements
May 2011 Annual periods
beginning on or after
1 January 2013
IFRS 12 Disclosure of Interests in
May 2011 Annual periods
IFRS 13
Other Entities - In the
Headlines - Issue 2011/16
Fair Value Measurement
- First Impressions:
Fair Value Measurement
beginning on or after
1 January 2013
May 2011 Annual periods
beginning on or after
1 January 2013
The Directors anticipate that the adoption of IFRS 9, 10, 11, 12 and 13 in future
periods will have no material impact on the financial information of the Group
or Company. IFRS 9, which becomes mandatory for the Group’s 2015
Consolidation Financial Statements, could change the classification and
measurement of financial assets. The Directors are currently determining the
impact of IFRS 9.
2.2
Functional and presentation currency
These financial statements are presented in US Dollar (US$), which is the
Company’s functional currency. All financial information is presented in US$
and has been rounded to the nearest thousand, unless otherwise stated.
2.3 Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with
IFRSs requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
Information about critical judgements in applying accounting policies that have
the most significant effect on the amounts recognised in the consolidated financial
statements are discussed below:
(a) Net realisable value of inventories
The Group assesses the net realisable of inventories under development and
completed properties held for sale according to their recoverable amounts
based on the realisability of these properties, taking into account estimated
costs to completion based on past experience and committed contracts and
estimated net sales based on prevailing market conditions. Provision is made
when events or changes in circumstances indicate that the carrying amounts
may not be realised. The assessment requires the use of judgement and
estimates.
(b) Fair value of available-for-sale fi nancial assets
The fair value of available-for-sale investments which are not traded in an
active market is determined based on the transaction price of the investment
agreed between the shareholders of the investee company or based on the
latest transacted price of the new issue of shares by the investee company or by
the use of relevant valuation model.
(c) Amortisation of licence contracts and related relationships
Licence contracts and related relationships represent the rights to develop the
Hi-Tech Healthcare Park venture with the operation period ending on 9 July
2077.
The Group amortises licence contracts and related relationships when a
component of the venture is disposed of.
3 SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of Consolidation
(a) Business combinations
Business combinations are accounted for using the acquisition method as
at the acquisition date, which is the date on which control is transferred to
the Group. Control is the power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities. In assessing
control, the Group takes into consideration potential voting rights that
currently are exercisable.
The Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquire;
plus
Annual Report 2011
35
3 SIGNIFICANT ACCOUNTING POLICIES cont’d
3.1 Basis of Consolidation cont’d
(a) Business combinations cont’d
• if the business combination is achieved in stages, the fair value of
the pre-existing equity interest in the acquire; less
• the net recognised amount (generally fair value) of the identifiable assets
acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised
immediately in profit or loss.
The consideration transferred does not include amounts related to the
settlement of pre-existing relationships. Such amounts generally are
recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue
of debt or equity securities, that the Group incurs in connection with a
business combinations are expensed incurred.
Any contingent consideration payable is measured at fair value at the
acquisition date. If the contingent consideration is classified as equity,
then it is not remeasured and settlement is accounted for within equity.
Otherwise, subsequent changes in the fair value of the contingent
consideration are recognised in profit or loss.
Acquisitions prior to 1 January 2010
For acquisitions prior to 1 January 2010, goodwill represents the excess of
the cost of the acquisition over the Group’s interest in the recognised
amount (generally fair value) of the identifiable assets, liabilities and
contingent liabilities of the acquiree. When the excess was negative, a
bargain purchase gain was recognised immediately in profit or loss.
Transaction costs, other than those associated with the issue of debt or
equity securities, that the Group incurred in connection with business
combinations were capitalised as part of the cost of the acquisition.
(b) Acquisition of non-controlling interests
Acquisitions of non-controlling interests are accounted for as transactions
with owners in their capacity as owners and therefore no goodwill is
recognised as a result. Adjustments to non-controlling interests arising
from transactions that do not involve the loss of control are based on a
proportionate amount of the net assets of the subsidiary.
(c) Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements
of subsidiaries are included in the consolidated financial statements from
the date that control commences until the date that control ceases.
influence, but not control over the financial and operating policies.
Significant influence is presumed to exist when the Group holds between
20% to 50% of the voting power of another entity.
Investments in associated entities are accounted for using the equity
method and are recognised initially at cost. The cost of investment includes
transaction costs.
The consolidated financial statements include the Group’s share of the
profit or loss and other comprehensive income of equity accounted
investees, after adjustments to align the accounting policies with those of
the Group, from the date that significant influence until the date that
significant influence ceases.
When the Group’s shares of losses exceeds its interest in an equity-
accounted investee, the carrying amount of investment, including any
long-term interests that form part thereof, is reduced to zero, and the
recognition of further losses is discontinued except to the extent that the
Group has an obligation or has made payments on behalf of the investee.
(f ) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and
expenses arising from intra-group transactions, are eliminated in
preparing the consolidated financial statements. Unrealised gains arising
from transactions with equity-accounted investees are eliminated against
the investment to the extent of the Group’s interest in the investee.
Unrealised losses are eliminated in the same way as unrealised gains, but
to the extent that there is no evidence of impairment.
3.2
Foreign Currencies
(a) Foreign currency transactions
The Group financial statements are presented in United States Dollar
(“US$”), which is the Company’s functional and presentation currency.
Each entity in the Group determines its own functional currency and
items included in the financial statements of each entity are measured
using that functional currency. Transactions in foreign currencies are
translated to the respective functional currencies of the Group entities at
exchange rates at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the reporting date are
retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies
that are measured at fair value are retranslated to the functional currency
at the exchange rate at the date that the fair value was determined. Non-
monetary items in a foreign currency that are measured in terms of
historical cost are translated using the exchange rate at the date of the
transaction. Foreign currency differences arising on retranslation are
recognised in profit or loss, except for differences arising on the
retranslation of available-for-sale equity investments, which are
recognised in other comprehensive income.
The accounting policies of subsidiaries have been changed when necessary
to align them with the policies adopted by the Group.
(
b) Foreign operations
Investments in subsidiaries are stated in the Company’s statement of
financial position at cost less any impairment losses, unless the investment
is held for sale.
(d) Loss of control
On the loss of control, the Group derecognises the assets and liabilities of
the subsidiary, any non-controlling interests and the other components of
equity related to the subsidiary. Any surplus or deficit arising on the loss of
control is recognised in profit or loss. If the Group retains any interest in
the previous subsidiary, then such interest is measured at fair value at the
date that control is lost. Subsequently it is accounted for as an equity-
accounted investee or as an available-for-sale financial asset depending on
the level of influence retained.
(e) Associates
Associates are those entities in which the Group exercises significant
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on acquisition, are translated to US$ at exchange
rates at the reporting date. The income and expenses of foreign operations,
are translated to US$ at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive
income, and presented in the foreign currency translation reserve
(translation reserve) in equity. However, if the foreign operation is a non-
wholly owned subsidiary, then the relevant proportionate share of the
translation difference is allocated to the non-controlling interest. When a
foreign operation is disposed of such that control, significant influence or
joint control is lost, the cumulative amount in the translation reserve
related to that foreign operation is reclassified to profit or loss as part of
the gain or loss on disposal. When the Group disposes of only part of its
interest in a subsidiary that includes a foreign operation while retaining
control, the relevant proportion of the cumulative amount is reattributed
Annual Report 2011
36
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
3 SIGNIFICANT ACCOUNTING POLICIES cont’d
3.2
Foreign Currencies cont’d
(b) Foreign operations
cont’d
to non-controlling interests. When the Group disposes of only part of its
investment in an associate that includes a foreign operation while
retaining significant influence or joint control, the relevant proportion of
the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a
foreign operation is neither planned nor likely in the foreseeable future,
foreign exchange gains and losses arising from such a monetary item are
considered to form part of a net investment in a foreign operation and are
recognised in other comprehensive income, and presented in the
translation reserve in equity.
3.3 Revenue recognition
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured. The
following specific recognition criteria must also be met before revenue is
recognised:
(a) Sale of development properties
Revenue from sales of properties is recognised when effective control of
ownership of the properties is transferred to the purchasers which is the
completion certificate or occupancy permit has been issued as described
in Note 5.
(b) Interest income
Interest income is recognised as it accrues using the effective interest
method in profit or loss.
(c) Services
Revenue from services rendered is recognised in profit or loss based
on the stage of completion of the transaction at the end of the reporting
period. The stage of completion is assessed by reference to work
performed.
(d) Rental income
Rental income is recognised in profit or loss on a straight-line basis over
the lease term. Lease incentives granted are recognised as an integral part
of the total rental income, over the term of the lease. Rental income is
recognised as other income.
3.4
Property, Plant and Equipment
All property, plant and equipment are stated at cost less depreciation unless
otherwise stated. Cost includes all relevant external expenditure incurred in
acquiring the asset.
The Group selects its depreciation rates carefully and reviews them regularly
to take account of any changes in circumstances. When determining expected
economic lives, the Group considers the expected rate of technological
developments and the intensity at which the assets are expected to be used.
All assets are subject to annual review and where necessary, further write-
downs are made for any impairment in value.
Property, plant and equipment are recorded at cost, excluding the costs of
day-to-day servicing, less accumulated depreciation and accumulated
impairment in value. Such cost includes the cost of replacing parts of such
plant and equipment when that cost is incurred if the recognition criteria are
met. Property, plant and equipment under construction are not depreciated
until the assets are ready for their intended use. Depreciation is provided at
rates calculated to write off the cost, less estimated residual value, of each
asset on a reducing balance basis over its expected useful life:
Leasehold building
Furniture, fittings and equipment
Motor vehicles
6 - 25 years
4 - 10 years
5 years
The initial cost of equipment comprises its purchase price, including import
duties and non-refundable purchase taxes and any directly attributable costs
of bringing the asset to its working condition and location for its intended use.
Expenditure incurred after the equipment has been placed into operation,
such as repairs and maintenance and overhaul costs, are normally charged to
the statement of comprehensive income in the year in which the costs are
incurred. In situations where it can be clearly demonstrated that the
expenditure has resulted in an increase in the future economic benefits
expected to be obtained from the use of an item of equipment beyond its
original assessed standard of performance, the expenditures are capitalised
as an additional cost of equipment. The useful life and depreciation method
are reviewed periodically to ensure that the method and period of depreciation
are consistent with the expected pattern of economic benefits from items of
equipment.
An item of equipment is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss on
de-recognition of the asset (calculated as the difference between the net
disposal proceeds and the carrying amount of the asset) is included in the
profit or loss in the period the asset is derecognised.
3.5
Income tax
Income tax expense comprises current tax and deferred tax. Current tax and
deferred tax is recognised in profit or loss except to the extent that it relates to
a business combination, or items recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted by the end of the reporting
period, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method, providing for temporary
differences between the carrying amounts of assets and liabilities in the
statement of financial position and their tax bases. Deferred tax is not
recognised for the following temporary differences: the initial recognition of
goodwill, and the initial recognition of assets or liabilities in a transaction that
is not a business combination and that affects neither accounting nor taxable
profit or loss. Deferred tax is measured at the tax rates that are expected to be
applied to the temporary differences when they reverse, based on the laws
that have been enacted or substantively enacted by the end of the reporting
period.
Deferred tax assets and liabilities are offset if there is a legally enforceable
right to offset current tax liabilities and assets, and they relate to taxes levied
by the same tax authority on the same taxable entity, or on different tax
entities, but they intend to settle current tax liabilities and assets on a net
basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future
taxable profits will be available against which the temporary difference can be
utilised. Deferred tax assets are reviewed at the end of each reporting date
and are reduced to the extent that it is no longer probable that the related tax
benefit will be realised.
3.6
Financial instruments
(a) Non-derivatives fi nancial assets
The Group initially recognises loans and receivables and deposits on the
date that they are originated. All other financial assets are recognised
initially on the trade date, which is the date that the Group becomes a
party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to
the cash flows from the asset expire, or it transfers the rights to receive the
contractual cash flows in a transaction in which substantially all the risks
and rewards of ownership of the financial assets are transferred. Any
interest in transferred financial assets that is created or retained by the
Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in
the statement of financial position when, and only when, the Group has a
Annual Report 2011
37
3 SIGNIFICANT ACCOUNTING POLICIES cont’d
3.6
Financial instruments cont’d
(a) Non-derivatives fi nancial assets cont’d
legal right to offset the amounts and intends either to settle on a net basis
or to realise the asset and settle the liability simultaneously.
The Group classifies non-derivative financial assets into the following
categories: loans and receivables and available-for-sale financial assets.
(b) Financial assets at fair value through profi t or loss
A financial asset is classified as at fair value through profit or loss if it is
classified as held-for-trading or is designated as at fair value through
profit or loss if the Group manages such investments and makes purchase
and sale decisions based on their fair value in accordance with the Group’s
documented risk management or investment strategy. Attributable
transaction costs are recognised in profit or loss as incurred. Financial
assets at fair value through profit or loss are measured at fair value and
changes therein, which takes into account any dividend income, are
recognised in profit or loss.
(c) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Such
assets are recognised initially at fair value plus any directly attributable
transaction costs. Subsequent to initial recognition, loans and receivables
are measured at amortised cost using the effective interest method, less
any impairment losses.
Loans and receivables comprise cash and cash equivalents, trade and
other receivables.
(d) Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and at bank, deposits
held at call and short term highly liquid investments that are subject to an
insignificant risk of changes in value. Bank overdrafts are included within
borrowings in the current liabilities section on the statement of financial
position.
(e) Available-for-sale investments
Available-for-sale investments are non-derivative financial assets that
are designated as available for sale or are not classified in any of the other
categories of financial assets. Available-for-sale financial assets are
recognised initially at fair value plus any directly attributable transaction
costs. Subsequent to initial recognition, they are measured at fair value
and changes therein, other than impairment losses, are recognised in
other comprehensive income and presented in the fair value reserve in
equity. When an investment is derecognised, the gain or loss accumulated
in equity is reclassified to profit or loss.
(f ) Non-derivatives fi nancial liabilities
All financial liabilities are recognised initially on the trade date, which is
the date that the Group becomes a party to the contractual provisions of
the instrument.
The Group derecognises a financial liability when the contractual
obligations are discharged, cancelled or expire.
Financial assets and liabilities are offset and the net amount presented in
the statement of financial position when, and only when, the Group has a
legal right to offset the amounts and intends either to settle on a net basis
or to realise the asset and settle the liability simultaneously.
The Group classifies non-derivative financial liabilities into other
financial liability category. Such financial liabilities are recognised
initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, these financial liabilities are measured
at amortised cost using the effective interest method.
Other financial liabilities comprise loan and borrowings, bank overdrafts,
and trade and other payables.
Bank overdrafts that are repayable on demand and form an integral part
of the Group’s cash management are included as a component of cash and
cash equivalents for the purpose of the statement of cash flows. Accounting
for interest income and finance cost is discussed in Note 3.3(b) and 3.11.
(g) Share capital
Equity instruments are measured at the proceeds received net of direct
issue costs.
Repurchase of share capital (treasury shares)
When share capital recognised as equity is repurchased, the amount of
the consideration paid, including directly attributable costs, is recognised
as a deduction from equity. Repurchased shares that are not subsequently
cancelled are classified as treasury shares and are presented as a deduction
from total equity.
Where treasury shares are distributed as share dividends, the cost of the
treasury shares is applied in the reduction of the share premium account
or distributable reserves, or both.
Where treasury shares are reissued by re-sale in the open market, the
sales consideration is recognised in equity.
Where treasure shares are cancelled, the equivalent will be credited to
capital redemption reserves.
(h)
Derecognition
A financial asset or part of it is derecognised when, and only when the
contractual rights to the cash flows from the financial asset expire or the
financial asset is transferred to another party without retaining control or
substantially all risks and rewards of the asset. On derecognition of a
financial asset, the difference between the carrying amount and the sum
of the consideration received (including any new asset obtained less any
new liability assumed) and any cumulative gain or loss that had been
recognised in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the
obligation specified in the contract is discharged or cancelled or expire.
On derecognition of a financial liability, the difference between the
carrying amount of the financial liability extinguished or transferred to
another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss.
3.7
Intangible Assets
Intangible assets comprise of licence contracts and related relationships and
goodwill.
(a) Licence Contracts and Related Relationships
On acquisition, value is attributable to non-contractual relationships and
other contracts of long-standing to the extent that future economic
benefits are expected to flow from the relationships. Acquired licence
contracts and related relationships have finite useful lives.
Subsequent measurement
When a component of the project to which the licence contracts and
related relationships relate is disposed of, the part of the carrying amount
of the licence contracts and related relationships that has been allocated
to the component is recognised in profit or loss.
(b) Goodwill
Goodwill that arises upon the acquisition of subsidiaries is included in
intangible assets. For the measurement of goodwill at initial recognition,
see Note 3.1 (a).
Subsequent measurement
Goodwill is measured at cost less accumulated impairment losses.
Annual Report 2011
38
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
3 SIGNIFICANT ACCOUNTING POLICIES cont’d
3.8
Inventories
Inventories comprise land held for property development, work-in-progress
and stock of completed units.
Inventories are stated at the lower of cost and net realisable value. Net
realisable value represents the estimated net selling price in the ordinary
course of business, less estimated total costs of completion.
Land held for property development consists of reclaimed land, freehold land,
leasehold land and land use rights on which development work has not been
commenced along with related costs on activities that are necessary to prepare
the land for its intended use. Land held for property development is transferred
to work-in-progress when development activities have commenced.
Work-in-progress comprises all costs directly attributable to property
development activities or that can be allocated on a reasonable basis to these
activities.
Upon completion of development, unsold completed development properties
are transferred to stock of completed units.
3.9
Impairment
(a) Non-derivative fi nancial assets
A financial asset not classified as at fair value through profit or loss is assessed
at each reporting date to determine whether there is objective evidence that it
is impaired. A financial asset is impaired if objective evidence of impairment as
a result of one or more events that occurred after the initial recognition of the
asset, and that the loss event had an impact on the estimated future cash flows
of that asset that can be estimated reliably.
Objective evidence that financial assets (including equity securities) are
impaired can include default or delinquency by a debtor, restructuring of an
amount due to the Group on terms that the Group would not consider
otherwise, indications that a debtor or issuer will enter bankruptcy, adverse
changes in the payment status of borrowers or issuers in the Group, economics
conditions that correlate with defaults or the disappearance of an active
market for a security. In addition, for an investment in an equity security, a
significant or prolonged decline in its fair value below its cost is objective
evidence of impairment.
(b) Loans and receivables
The Group considers evidence of impairment for loans and receivables at a
specific asset level. All individually significant receivables are assessed for
specific impairment.
An impairment loss in respect of loans and receivables is recognised in profit
or loss and is measured as the difference between the asset’s carrying amount
and the present value of estimated future cash flows discounted at the asset’s
original effective interest rate. The carrying amount of the asset is reduced
through the use of an allowance account, and the loss is recognised in the
statement of comprehensive income within administrative expenses. When a
receivable is uncollectible, it is written off against the allowance account for
receivables. Subsequent recoveries of amounts previously written off are credited
against administrative expenses in the statement of comprehensive income.
When a subsequent event (e.g. repayment by a debtor) causes the amount of
impairment loss to decrease, the decrease in impairment loss is reversed
through profit or loss.
(c) Impairment of available-for-sale investment
An impairment loss in respect of available-for-sale financial assets is recognised
in profit or loss and is measured as the difference between the asset’s acquisition
cost (net of any principal repayment and amortisation) and the asset’s current
fair value, less any impairment loss previously recognised. Where a decline in
the fair value of an available-for-sale financial asset has been recognised in the
other comprehensive income, the cumulative loss in other comprehensive
income is reclassified from equity and recognised to profit or loss.
Impairment losses recognised in profit or loss for an investment in an equity
instrument is not reversed through profit or loss.
(d) Non-fi nancial assets
The carrying amounts of non-financial assets (except for inventories and
deferred tax asset) are reviewed at the end of each reporting date to determine
whether there is any indication of impairment.
If any such indication exists, then the asset’s recoverable amount is estimated.
For the purpose of impairment testing, assets are grouped together into the
smallest group of assets that generates cash inflows from continuing use that
are largely independent of the cash inflows of other assets or groups of assets
(the “cash-generating unit”). The goodwill acquired in a business combination,
for the purpose of impairment testing, is allocated to cash-generating units
that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or cash-generating unit is the greater of its
value in use and its fair value less costs to sell. 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 asset.
An impairment loss is recognised if the carrying amount of an asset or its cash-
generating unit exceeds its recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised
in respect of cash-generating units are allocated first to reduce the carrying
amount of any goodwill allocated to the units and then to reduce the carrying
amount of the other assets in the unit (groups of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets,
impairment losses recognised in prior periods are assessed at the end of each
reporting period for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount since the last impairment
loss was recognised. An impairment loss is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no impairment loss
had been recognised. Reversals of impairment losses are credited to profit or
loss in the year in which the reversals are recognised.
3.10 Employee Benefi ts
Defi ned contribution plan
Certain companies in the Group maintain a defined contribution plan in
Malaysia and Vietnam for providing employee benefits, which is required by
laws in Malaysia and Vietnam respectively. The retirement benefit plan is
funded by contributions from both the employees and the companies to the
employees’ provident fund. The Group’s contributions to employees’ provident
fund are charged to the statement of comprehensive income in the year to
which they relate.
3.11 Finance Costs
Finance costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that take a substantial period
of time to get ready for their intended use or sale, are capitalised to the cost of
those assets, until such time as the assets are substantially ready for their
intended use or sale. Investment income earned on the temporary investment
of specific borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalisation.
All other finance costs are recognised in the statement of comprehensive
income in the period in which they are incurred.
3.12 Separately Disclosable Items
Items that are both material in size and unusual and infrequent in nature are
presented as separately disclosable items in the statement of comprehensive
income or separately disclosed in the notes to the financial statements. The
Directors are of the opinion that the separate recording of these items provides
helpful information about the Group’s underlying business performance.
Annual Report 2011
39
3 SIGNIFICANT ACCOUNTING POLICIES cont’d
4.2 Credit Risk
3.13 Earnings per ordinary share
The Group presents basic and diluted earnings per share data for its ordinary
shares (“EPS”).
Basic EPS is calculated by dividing the profit or loss attributable to ordinary
shareholders of the Company by the weighted average number of ordinary
shares outstanding during the period.
3.14 Provisions
Provisions are recognised if, as a result of past event, the Group has a present legal
or constructive obligation that can be estimated reliably as a result of a past event
and it is probable that an outflow of economic benefits will be required to settle
the obligation. Where the Group expects some or all of a provision to be
reimbursed, the reimbursement is recognised as a separate asset but only when
the reimbursement is virtually certain. The expense relating to any provision is
presented in statement of comprehensive income net of any reimbursement. If
the effect of the time value of money is material, provisions are discounted using
a current pre-tax rate that reflects, where appropriate, the risks specific to the
liability. Where discounting is used, the increase in the provision due to the
passage of time is recognised as a borrowing cost.
3.15 Commitments and Contingencies
Commitments and contingent liabilities are disclosed in the financial
statements and described in Note 44. They are disclosed unless the possibility
of an outflow of resources embodying economic benefits is remote. A
contingent asset is not recognised in the financial statements but disclosed
when an inflow of economic benefits is probable.
3.16 Segment reporting
An operating segment is a component of the Group that engages in business
activitie from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group’s other
components. An operating segment’s operating results are reviewed regularly
by the chief operating decision maker, which in this case is the Executive
Management of Ireka Development Management Sdn. Bhd. (“IDM”), to make
decisions about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is available.
Segment results that are reported to the Executive Management of IDM
include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items comprise mainly the
Group’s administrative functions.
Segment capital expenditure is the total cost incurred during the year to
acquire property, plant and equipment, and intangible assets other than
goodwill.
4 FINANCIAL RISK MANAGEMENT
4.1
Financial Risk Management Objectives and Policies
The Group’s international operations and debt financing arrangements expose
it to a variety of financial risks: credit risk, liquidity risk and market risk
(including foreign exchange risk, interest rate risk and price risk). The Group’s
financial risk management policies and their implementation on a group-wide
basis are under the direction of the Board of Aseana Properties Limited.
The Group’s treasury policies are formulated to manage the financial impact
of fluctuations in interest rates and foreign exchange rates to minimise the
Group’s financial risks. The Group has not used derivative financial
instruments, principally interest rate swaps and forward foreign exchange
contracts for hedging transactions. The Group does not envisage using these
derivative hedging instruments in the short term as it is the Group’s policy to
borrow in the currency to match the revenue stream to give it a natural hedge
against foreign currency fluctuation. The derivative financial instruments will
only use under the strict direction of the Board. It is also the Group’s policy not
to enter into derivative transactions for speculative purposes.
The Group’s credit risk is primarily attributable to deposits with banks and
credit exposures to customers. The Group has credit policies in place and the
exposures to these credit risks are monitored on an ongoing basis. The Group
manages its deposits with banks and financial institutions by monitoring
credit ratings and limiting the aggregate risk to any individual counterparty. At
31 December 2011, 100% (2010: 100%) of deposits and cash balances were
placed at banks and financial institutions with credit ratings of no less than
A (Moody’s/ Rating Agency Malaysia) and with State Affiliated Banks, in the
case of Vietnam. Management did not expect any counterparty to fail to meet
its obligations.
In respect of credit exposures to customers, the Group receives progress
payments from sales of commercial and residential properties to individual
customers prior to the completion of transactions. In the event of default by
customers, the Group companies undertake legal proceedings to recover the
properties. The Group has limited its credit exposure to customers due to
secured bank loans taken by the purchasers. At 31 December 2011, there was no
significant concentration of credit risk within the Group.
Amount due from an associate is supported by underlying assets. The
maximum exposure to credit risk was represented by the carrying amount of
each financial asset in the statement of financial position after deducting any
impairment allowance.
The Group’s exposure to credit risk arising from total debtors was set out in
Note 23 and totalled US$33.5 million (2010: US$31.5 million). The Group’s
exposure to credit risk arising from deposits and balances with banks are set
out in Note 26 and totalled US$32.6 milllion (2010: US$150.3 million).
At the end of the reporting period, the maximum exposure to credit risk as
represented by the outstanding banking and credit facilities of the subsidiaries
is as follows:
Corporate guarantees issues to:
Company
2011
US$’000
2010
US$’000
Financial institutions for bank facilities
granted to its subsidiaries
77,322
–
At the end of the reporting period there was no indication that any subsidiary
would default on payment.
The financial guarantee has not been recognised since the fair value on initial
recognition was not material.
4.3
Liquidity Risk
The Group raises funds as required on the basis of budgeted expenditure and
inflows for the next twelve months with the objective of ensuring adequate
funds to meet commitments associated with its financial liabilities. When
funds are sought, the Group balances the costs and benefits of equity and debt
financing against the developments to be undertaken. At 31 December 2011,
the Group’s borrowings to fund the developments had tenors of less than five
years.
Cash flows are monitored on an on-going basis. The Group manages its
liquidity needs by monitoring scheduled debt servicing payments for long
term and short term financial liabilities as well as cash out flows due in its day
to day operations while ensuring sufficient headroom on its undrawn
committed borrowing facilities at all times so that borrowing limits and
covenants are not breached. Capital investments are committed only after
confirming the source of funds, e.g. securing financial liabilities.
Management is of the opinion that most of the bank borrowings can be
renewed or re-financed based on the strength of the Group’s earnings, cash
flow and asset base.
Annual Report 2011
40
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
4 FINANCIAL RISK MANAGEMENT cont’d
4.3
Liquidity Risk cont’d
The maturity profile of the Group’s and the Company’s financial liabilities at the statement of financial position date, based on the contracted undiscounted payments,
were as follows:
Carrying Contractual Contractual
cash fl ows
interest rate
US$’000
amount
US$’000
Under
1 year
US$’000
1 – 2
years
US$’000
2 – 5 More than
5 years
years
US$’000
US$’000
126,016
74,338
5.33% - 23%
–
146,836
74,338
44,184
74,338
33,487
–
69,165
–
200,354
221,174
118,522
33,487
69,165
153,106
9,456
112,940
275,502
4.85% - 13%
0.84%
–
162,992
9,456
112,940
139,991
9,456
112,940
9,217
–
–
13,784
–
–
285,388
262,387
9,217
13,784
–
–
–
–
–
–
–
Carrying Contractual Contractual
cash fl ows
interest rate
US$’000
amount
US$’000
Under
1 year
US$’000
1 – 2
years
US$’000
2 – 5 More than
5 years
years
US$’000
US$’000
947
947
9,456
588
10,044
–
0.84%
–
947
947
9,456
588
947
947
9,456
588
10,044
10,044
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Group
At 31 December 2011
Interest bearing loans and borrowings
Trade and other payables
At 31 December 2010
Interest bearing loans and borrowings
Bank overdraft
Trade and other payables
Company
At 31 December 2011
Trade and other payables
At 31 December 2010
Bank overdraft
Trade and other payables
The above table excludes current tax liabilities.
4.4 Market Risk
(a) Foreign Exchange Risk
Entities within the Group are exposed to foreign exchange risk from future commercial transactions and net monetary assets and liabilities that are denominated in
a currency that is not the entity’s functional currency. The foreign currency exposure is not hedged.
The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or investment is located or by borrowing
in currencies that match the future revenue stream to be generated from its investments.
Management monitors the foreign currency exposure closely and takes necessary actions in consultation with the bankers to avoid unfavourable exposure.
The Group is exposed to foreign currency risk on cash and cash equivalents which are denominated in currencies other than the functional currency of the relevant
Group entity. The Group’s exposure to foreign currency risk on cash and cash equivalents at year end is as follows:
Group
Swiss Francs
Euros
Australian Dollars
Others
2011
US$’000
2010
US$’000
–
411
–
10
15,465
5,074
1,986
9
421
22,534
At 31 December 2011, if cash and cash equivalents denominated in a currency other than the functional currency of the Group entity strengthened / (weakened) by
10% and all other variables were held constant, the effects on the Group profit and loss and equity expressed in US$ would have been US$42,100 / (US$42,100).
Annual Report 2011
41
4 FINANCIAL RISK MANAGEMENT cont’d
4.4 Market Risk cont’d
(a) Foreign Exchange Risk cont’d
Currency risks as defined by IFRS 7 arise on account of monetary assets and liabilities being denominated in a currency that is not the functional currency. Differences
resulting from the translation of financial statements into the Group’s presentation currency are not taken into consideration.
Subsequent to year end, there are no significant monetary balances held by group companies that are denominated in a non-functional currency.
(b) Interest Rate Risk
The Group’s policy is to minimise interest rate risk on bank loans and borrowings using a mix of fixed and variable rate debts that represent market rates. The Group
prefers to maintain flexibility on the desired mix of fixed and variable interest rate as this will depend on the economic environment, the type of borrowings available
and the funding requirements of the project when a decision is to be made.
The interest rate profile of the Group’s and the Company’s significant interest-bearing financial instrument, based on carrying amounts at the end of the reporting
period was:
Fixed rate ins
truments:
Financial assets
Financial liabilities
Floating rate instruments:
Financial liabilities
Group
Company
2011
US$’000
2010
US$’000
2011
US$’000
2010
US$’000
32,610
75,734
150,385
72,923
5,188
–
33,569
–
50,282
89,639
–
9,456
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s liabilities with a floating interest rate. The fixed and floating
interest rates were not hedged and would therefore expose the Group to cash flow interest rate risk. Borrowings at fixed rate represent 60% (2010: 45%) of the Group’s
borrowings at 31 December 2011.
Interest rate risk is reported internally to key management personnel via a sensitivity analysis, which is prepared based on the exposure to variable interest rate for
non-derivative instruments at the statement of financial position date. For variable-rate borrowings, the analysis is prepared assuming that the amount of liabilities
outstanding at the statement of financial position date will be outstanding for the whole year. A 100 basis point increase or decrease is used and represents the
management’s assessment of the reasonable possible change in interest rate.
Sensitivity analysis for fl oating rate instrument
At 31 December 2011, if interest rate had been 100 basis point higher/ lower and all other variables were held constant, this would (decrease)/ increase the Group’s
profit for the year by approximately (US$502,820)/ US$502,820 (2010: increase/(decrease) by US$896,390/ (US$896,390)).
(c) Price Risk
Equity price risk arises from the Group’s investments in unquoted shares which are available-for-sale and held by the Group at fair value at reporting date. Gains and
losses arising from changes in the fair value of available-for-sale investments are recognised in other comprehensive income/expense.
The Group had no exposure to listed equity investments at the reporting date.
4.5
Fair Values
The carrying amount of trade and other receivables, deposits, cash and cash equivalents, trade and other payables, accruals and current bank loans and borrowings
approximate their fair values in the current and prior years due to relatively short term in nature of these financial instruments.
Non-current bank loans and borrowings earn interest at floating rates and the fair value in the current and prior years approximates to the carrying value.
The fair value of Medium Term Notes (“MTN”), together with the carrying amounts shown in the statement of financial position, is as follows:
Group
MTN
2011
2010
Carrying
amount
US$’000
Fair
value
US$’000
Carrying
amount
US$’000
Fair
value
US$’000
75,734
72,175
72,923
72,923
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate
of interest rate at the end of the reporting period. In respect of the liability component of convertible notes, the market rate of interest is determined by reference to similar
liabilities that do not have a conversion option.
At 31 December 2011, the interest rate used to discount estimated cash flows of the MTN is 7.08%.
At 31 December 2010, the MTN was due for repayment within the next 12 months. Hence, the fair value approximated the carrying value.
Annual Report 2011
42
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
4 FINANCIAL RISK MANAGEMENT cont’d
4.6 Management and Control
Changes that cause the management and control of the Company to be exercised in the United Kingdom could lead to the Company becoming liable to United Kingdom
taxation on income and capital gains.
4.7 Capital Management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns to shareholders and benefits
to other stakeholders and to maintain an optimal capital structure to reduce cost of capital.
The capital structure of the Group consisted of held-for-trading financial instrument, cash and cash equivalents, bank loans and borrowings, medium term notes and
equity attributable to equity holders of the Company, comprising issued share capital and reserves, were as follows:
Group
Capital structure analysis:
Held-for-trading financial instrument
Cash and cash equivalents
Bank loans and borrowings
Medium term notes
Equity attributable to equity holders of the parent
Total capital
2011
US$’000
2010
US$’000
21,384
32,610
(50,282)
(75,734)
(203,370)
–
150,385
(89,639)
(72,923)
(192,867)
(275,392)
(205,044)
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares
or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of net debt-to-equity ratio.
Net debt-to-equity ratio is calculated as a total of interest-bearing borrowings less cash and cash equivalents to the total equity.
The Group’s policy is to maintain the net debt-to-equity ratio of less than 1.0. The net debt-to-equity ratios at 31 December 2011 and 31 December 2010 were as follows:
Group
Total borrowings
Less: Held-for-trading financial instrument (Note 22)
Less: Cash and cash equivalents (Note 26)
Net debt
Total equity
Net debt-to-equity ratio
5 REVENUE AND SEGMENTAL INFORMATION
2011
US$’000
2010
US$’000
126,016
(21,384)
(32,610)
162,562
–
(150,385)
72,022
12,177
207,646
197,213
0.35
0.06
The gross revenue represents the sales value of development properties where the effective control of ownership of the properties is transferred to the purchasers when the
completion certificate or occupancy permit has been issued.
The Company is an investment holding company and has no operating revenue. The Group’s operating revenue for the year was mainly attributable to the sale of development
properties in Malaysia.
5.1 Revenue recognised during the year as follows:
Sale of development properties
Project management fee
Group
Company
2011
US$’000
2010
US$’000
2011
US$’000
2010
US$’000
280,788
354
178,778
567
281,142
179,345
–
–
–
–
–
–
Annual Report 2011
43
5 REVENUE AND SEGMENTAL INFORMATION cont’d
5.2
Segmental Information
The Group’s assets and business activities are managed by Ireka Development Management Sdn. Bhd. (“IDM”) as the Development Manager under a management
agreement dated 27 March 2007.
Segmental information represents the level at which financial information is reported to the Executive Management of IDM, being the chief operating decision maker
as defined in IFRS 8. The Executive Management consists of the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer of IDM. The
management determines the operating segments based on reports reviewed and used by the Executive Management for strategic decision making and resource allocation.
For management purposes, the Group is organised into project units.
The Group’s reportable operating segments are as follows:
Ireka Land Sdn. Bhd. – develops Tiffani by i-ZEN and 1 Mont’ Kiara by i-ZEN;
(i)
(ii) ICSD Ventures Sdn. Bhd. – develops Sandakan Harbour Square; and
(iii) Amatir Resources Sdn. Bhd. – develops SENI Mont’ Kiara.
Other non-reportable segments comprise the Group’s Vietnam subsidiaries which develop the Hi-Tech Healthcare Park and other new development projects. None of
these segments meets any of the quantitative thresholds for determining reportable segments in 2011 and 2010.
Information regarding the operations of each reportable segment is included below. The Executive Management monitors the operating results of each segment for the
purpose of performance assessments and making decisions on resource allocation. Performance is based on segment gross profit and profit before taxation, which the
Executive Management believes are the most relevant in evaluating the results relative to other entities in the industry. Segment assets and liabilities are presented
inclusive of inter-segment balances and inter-segment pricing is determined on an arm’s length basis.
The Group’s revenue generating development projects are currently only in Malaysia since development activities in Vietnam are still at approved and construction
stages.
5.3 Analysis of the group’s reportable operating segments is as follows:
Operating Segments – ended 31 December 2011
Ireka
Land
Sdn. Bhd.
US$’000
ICSD
Amatir
Ventures Resources
Sdn. Bhd.
Sdn. Bhd.
US$’000
US$’000
Total
US$’000
S
egment profi t/ (loss) before taxation
2,204
(1,488)
38,725
39,441
Included in the measure of segment profit/ (loss) are:
Revenue
Cost of acquisition written down
Goodwill impairment
Marketing expenses
Depreciation of property, plant and equipment
Finance costs
Finance income
Segment assets
Included in the measure of segment assets are:
1,885
(1,216)
–
–
(19)
–
238
3,932
(1,030)
–
(80)
(23)
(65)
95
274,971
(40,053)
(2,171)
(2,640)
(1)
(203)
163
280,788
(42,299)
(2,171)
(2,720)
(43)
(268)
496
23,913
94,286
128,669
246,868
Addition to non-current assets other than financial instruments and deferred tax assets
–
63
–
63
Reconciliation of reportable segment revenues, profi t or loss, assets and liabilities and other material items
Profi t or loss
Total profit or loss for reportable segments
Other non-reportable segments
Depreciation
Finance cost
Finance income
Consolidated profit before tax
US$’000
39,441
(5,440)
(99)
(876)
106
33,132
Annual Report 2011
44
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
5 REVENUE AND SEGMENTAL INFORMATION cont’d
5.3 Analysis of the group’s reportable operating segments is as follows: cont’d
Operating Segments – ended 31 December 2010
Ireka
Land
Sdn. Bhd.
US$’000
ICSD
Amatir
Ventures Resources
Sdn. Bhd.
Sdn. Bhd.
US$’000
US$’000
Total
US$’000
S
egment loss before taxation
(5,977)
(1,101)
(4,631)
(11,709)
Included in the measure of segment loss are:
Revenue
Cost of acquisition written down
Marketing expenses
Depreciation of property, plant and equipment
Finance costs
Finance income
Segment assets
Included in the measure of segment assets are:
176,337
(28,329)
(6,219)
(28)
–
253
2,441
(1,276)
(204)
(7)
(400)
64
–
–
(3,613)
–
–
56
178,778
(29,605)
(10,036)
(35)
(400)
373
139,927
75,767
316,015
531,709
Addition to non-current assets other than financial instruments and deferred tax assets
–
67
–
67
Reconciliation of reportable segment revenues, profi t or loss, assets and liabilities and other material items
Profi t or loss
Total profit or loss for reportable segments
Other non-reportable segments
Depreciation
Finance cost
Finance income
Consolidated loss before tax
US$’000
(11,709)
(3,929)
(82)
(134)
421
(15,433)
11
20
US$’000
Revenue Depreciation
Finance
costs
Finance
income
Addition to
Segment non-current
assets
assets
Total reportable segment
Other non-reportable segments
280,788
354
(43)
(99)
(268)
(876)
496
106
246,868
168,256
Consolidated total
281,142
(142)
(1,144)
602
415,124
63
528
591
10
20
US$’000
Total reportable segment
Other non-reportable segments
Consolidated total
Revenue Depreciation
Finance
costs
Finance
income
Addition to
Segment non-current
assets
assets
178,778
567
179,345
(35)
(82)
(400)
(134)
(117)
(534)
373
421
794
531,709
145,153
676,862
67
3,506
3,573
Annual Report 2011
45
5 REVENUE AND SEGMENTAL INFORMATION cont’d
5.3 Analysis of the group’s reportable operating segments is as follows: cont’d
Geographical Information – ended 31 December 2011
Revenue
Non-current assets
Others include Jersey, British Virgin Islands and Singapore.
In 2011, no single customer exceeded 10% of the Group’s total revenue.
Geographical Information – ended 31 December 2010
Revenue
Non-current assets
Others include Jersey, British Virgin Islands and Singapore.
In 2010, major customers which exceeded 10% of the Group’s total revenues were as follows:
1MK Office Sdn. Bhd.
1MK Retail Sdn. Bhd.
6 COST OF SALES
Malaysia
US$’000
Vietnam
US$’000 US$’000
Others Consolidated
US$’000
281,142
8,504
–
33,871
–
–
281,142
42,375
Malaysia
US$’000
Vietnam
US$’000 US$’000
Others Consolidated
US$’000
179,345
29,267
–
33,856
–
–
179,345
63,123
Revenue
US$’000
Segments
31,150
72,580
Ireka Land Sdn. Bhd.
Ireka Land Sdn. Bhd.
Group
Company
2011
US$’000
2010
US$’000
2011
US$’000
2010
US$’000
Direct costs attributable to property development
236,645
177,184
–
–
7 OTHER INCOME
Dividend income
Forfeiture income
Investment income
Late payment interest income
Rental income
Sundry income
Group
Company
2011
US$’000
2010
US$’000
2011
US$’000
2010
US$’000
268
–
295
514
643
426
2,146
237
89
93
121
–
139
679
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Annual Report 2011
46
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
8 FOREIGN EXCHANGE (LOSS)/ GAIN
Foreign exchange (loss)/ gain comprises:
Realised foreign exchange (loss)/ gain
Unrealised foreign exchange (loss)/ gain
9 MANAGEMENT FEES
Group
Company
2011
US$’000
2010
US$’000
2011
US$’000
2010
US$’000
(994)
(20)
(1,288)
618
(1,014)
(670)
361
89
450
(737)
295
(442)
Group
Company
2011
US$’000
2010
US$’000
2011
US$’000
2010
US$’000
Management fees
3,972
3,994
1,613
1,380
The management fees payable to the Development Manager are based on 2% of the Group’s net asset value calculated on the last business day of March, June, September and
December of each calendar year and payable quarterly in advance. The management fees were allocated to the subsidiaries and Company based on where the service was
provided.
In addition to the annual management fee, the Development Manager is entitled to a performance fee calculated at 20% of the out performance net asset value over a total return
hurdle rate of 10%. No performance fee has been paid during the year.
10 STAFF COSTS
Wages, salaries and others
Employees’ provident fund, social security and other pension costs
Group
Company
2011
US$’000
2010
US$’000
2011
US$’000
2010
US$’000
924
33
957
918
30
948
–
–
–
–
–
–
The Company has no executive directors or employees under its employment. The Group’s subsidiaries, ICSD Ventures Sdn. Bhd., ASPL PLB-Nam Long Ltd Liability Co, Aseana-
BDC Co Ltd and Hoa Lam–Shangri-La Healthcare Ltd Liability Co have a total of 56 (2010: 46) employees.
11 FINANCE (COSTS)/ INCOME
Interest income from banks
Agency fees
Annual trustees monitoring fee
Bank guarantee commission
Interest on bank overdraft
Interest on short term loan
All finance costs above are carried at amortised cost.
Group
Company
2011
US$’000
2010
US$’000
2011
US$’000
2010
US$’000
602
(26)
(6)
(152)
(4)
(956)
(542)
794
–
–
–
(134)
(400)
260
68
–
–
–
(4)
–
64
298
–
–
–
(134)
–
164
Annual Report 2011
47
Group
Company
2011
US$’000
2010
US$’000
2011
US$’000
2010
US$’000
193
29
317
142
(26)
–
2,171
419
156
957
8
163
(27)
260
117
–
–
–
–
–
948
6
106
13
317
–
–
634
–
–
–
–
–
100
(29)
260
–
–
14,957
–
–
–
–
–
2011
US$’000
2010
US$’000
128
18,864
16,788
(10,993)
18,992
5,795
12 NET PROFIT/ (LOSS) BEFORE TAXATION
Net profit/ (loss) before taxation is stated after charging/(crediting):
• Auditor’s remuneration
- current year
- under/(over) provision in prior year
• Directors’ fees
• Depreciation of property, plant and equipment
• Fair value gain on held-for-trading financial instrument
•
•
•
• Property, plant and equipment written off
• Staff costs
• Tax services
Impairment of amount due from subsidiaries
Impairment of goodwill
Impairment of trade receivables
13 TAXATION
Group
Current tax
Deferred tax
Total tax expense for the year
The numerical reconciliation between the income tax expenses and the product of accounting results multiplied by the applicable tax rate is computed as follows:
Group
Accounting profit/ (loss)
Income tax at a rate of 25%*
Add :
Tax effect of expenses not deductible in determining taxable profit
Movement of unrecognised deferred tax benefits
Tax effect of different tax rates in subsidiaries**
Less :
Tax effect of income not taxable in determining taxable profit
Under/(over) provision
Total tax expense for the year
* The applicable corporate tax rate in Malaysia and Vietnam is 25%.
2011
US$’000
2010
US$’000
33,132
(15,433)
8,283
(3,858)
9,179
1,190
477
(186)
49
10,076
68
288
(555)
(224)
18,992
5,795
**
The applicable corporate tax rate in Singapore is 17%. A subsidiary of the Group, Hoa Lam-Shangri-La Healthcare Ltd Liability Co is granted preferential corporate tax rate of
10%. The preferential income tax is given by the government due to the subsidiary’s involvement in the healthcare and education industries.
The Company is treated as a tax resident for the purpose of Jersey tax laws and is subject to a tax rate of 0%.
A Goods and Services Tax was introduced in Jersey in May 2008. The Company has been registered as an International Services Entity so that it does not have to charge or pay
local GST. The cost for this application has been £100 p.a., increasing to £200 from 1 January 2011.
The Directors intend to conduct the Group’s affairs such that the central management and control is not exercised in the United Kingdom and so that neither the Company nor
any of its subsidiaries carries on any trade in the United Kingdom. The Company and its subsidiaries will thus not be residents in the United Kingdom for taxation purposes. On
this basis, they will not be liable for United Kingdom taxation on their income and gains other than income derived from a United Kingdom source.
Annual Report 2011
48
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
14 EARNINGS/ (LOSS) PER SHARE
Basic and diluted earnings/ (loss) per ordinary share
The calculation of basic and diluted earnings/ (loss) per ordinary share for the year ended 31 December 2011 was based on the profit/ (loss) attributable to equity holders of the
parent and a weighted average number of ordinary shares outstanding, calculated as below:
Group
Profit/ (loss) attributable to equity holders of the parent
Weighted average number of shares
Earnings/ (loss) per share (US cents):
Basic and diluted
15 PROPERTY, PLANT AND EQUIPMENT
Group
Cost
At 1 January 2011
Exchange adjustments
Additions
Written off
At 31 December 2011
Accumulated Depreciation
At 1 January 2011
Exchange adjustments
Charge for the year
Written off
At 31 December 2011
Net carrying amount at 31 December 2011
Cost
At 1 January 2010
Exchange adjustments
Additions
Disposals
At 31 December 2010
Accumulated Depreciation
At 1 January 2010
Exchange adjustments
Charge for the year
Disposals
At 31 December 2010
Net carrying amount at 31 December 2010
2011
US$’000
2010
US$’000
16,058
212,525
(20,205)
212,525
7.56
(9.51)
Furniture,
Fittings &
Equipment
US$’000
Motor
Vehicles
US$’000
Leasehold
Building
US$’000
Work In
Progress
US$’000
Total
US$’000
779
(29)
88
(243)
595
171
(5)
81
(87)
160
435
370
37
396
(24)
779
96
10
72
(7)
171
608
142
(8)
3
–
137
24
(1)
15
–
38
99
81
–
61
–
142
12
1
11
–
24
118
735
(53)
165
–
3,075
(81)
335
–
4,731
(171)
591
(243)
847
3,329
4,908
39
(4)
46
–
81
–
–
–
–
–
234
(10)
142
(87)
279
766
3,329
4,629
732
(38)
41
–
735
5
–
34
–
39
–
–
3,075
–
3,075
–
–
–
–
–
1,183
(1)
3,573
(24)
4,731
113
11
117
(7)
234
696
3,075
4,497
In 2010, a subsidiary of the Company entered into a sales and purchase agreement with an associate to purchase a hotel property. Included in work in progress is the deposit paid
for the purchase of the hotel property, which the subsidiary intends to manage and operate when the construction is completed.
Annual Report 2011
49
16 INVESTMENT IN AN ASSOCIATE
The Company, via a wholly-owned subsidiary ASPL M3A Limited, maintains 40% equity interest in a company known as Excellent Bonanza Sdn. Bhd., a company incorporated
in Malaysia, which is a vehicle set up to undertake a commercial development in Kuala Lumpur, Malaysia.
The summary of the current assets, non-current assets, current liabilities, non-current liabilities, income and expenses of the associate is as follows:
Group
Statement of Financial Position
Non-current assets
Current assets
Total assets
Non-current liabilities
Current liabilities
Total liabilities
Equity
Total Equity and Liabilities
Statement of Comprehensive Income
Other operating income
Cost of sales, expenses including finance costs and taxation
Loss
2011
US$’000
2010
US$’000
4,527
125,409
1,330
69,762
129,936
71,092
–
131,392
131,392
(1,456)
36,173
35,913
72,086
(994)
129,936
71,092
12
(500)
(488)
205
(619)
(414)
The amount of unrecognised share of loss for the current year and cumulatively is US$184,732 (2010: US$184,727) and US$582,294 (2010: US$397,562) respectively.
17 INVESTMENT IN SUBSIDIARIES
Company
Unquoted shares, at cost
Discount on loans to subsidiaries
A list of the main operating subsidiaries is provided in Note 43.
2011
US$’000
2010
US$’000
66,428
14,518
66,428
14,518
80,946
80,946
Annual Report 2011
50
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
18 AVAILABLE-FOR-SALE INVESTMENTS
Group
2011
1 January – fair value
At 31 December – fair value
Unquoted shares
US$’000
22,052
22,052
The available-for-sale investments represent the investment in shares of Nam Long Investment Corporation which the Group acquired over four tranches in 2008 and 2009.
Group
2010
At 1 January - cost
Revaluation
At 31 December – fair value
Unquoted shares
US$’000
17,224
4,828
22,052
In 2010, the fair value of the available-for-sale investments was determined by reference to the latest transacted price paid by a new investor during the year. The Directors are of
the opinion that the fair value remained unchanged at the end of the reporting period.
In March 2009, IFRS 7 Financial Instruments: Disclosures was amended by the IASB to require certain additional disclosures to be included in IFRS financial statements. This
includes a requirement that financial instruments carried at fair value be analysed by level of the IFRS 7 defined fair value hierarchy. This hierarchy is based on the inputs of the
fair value measurement and reflects the lowest level input that is significant to that measurement. The Directors are of the opinion that the available-for-sale investments at 31
December 2011 is classified under Level 3 (fair values measured using inputs for the asset or liability that are not based on observable market data).
The Directors assessed the fair value of the available-for-sale investment internally by reference to relevant valuation techniques and deemed that the carrying value
approximates the investment’s fair value at 31 December 2011.
19 INTANGIBLE ASSETS
Group
Cost
Licence
Contracts and
Related
Relationships
US$’000
Goodwill
US$’000
Total
US$’000
At 1 January 2010 / 31 December 2010 / 31 December 2011
10,695
6,479
17,174
Accumulated impairment losses
At 1 January 2010 / 31 December 2010
Impairment loss
At 31 December 2011
Carrying amounts
At 1 January 2010 / 31 December 2010/ 1 January 2011
At 31 December 2011
–
–
–
–
2,171
–
2,171
2,171
2,171
10,695
6,479
17,174
10,695
4,308
15,003
The licence contracts and related relationships represented the rights to develop the International Hi-Tech Healthcare Park venture with an operation period ending on 9 July
2077. The project is at its preliminary stage.
For the purpose of impairment testing, goodwill and licence contracts and related relationships are allocated to the Group’s operating divisions which represent the lowest level
within the Group at which the goodwill and licence contracts and related relationships are monitored for internal management purposes.
19 INTANGIBLE ASSETS cont’d
The aggregate carrying amounts of intangible assets allocated to each unit are as follows:
Group
Licence, contracts and related relationships
International Hi-Tech Healthcare Park
Goodwill
SENI Mont’ Kiara
Sandakan Harbour Square
Annual Report 2011
51
2011
US$’000
2010
US$’000
10,695
10,695
1,415
2,893
4,308
3,586
2,893
6,479
The recoverable amount of licence, contract and related relationships has been tested based on the fair value less cost to sell of the Land Use Rights (“LUR”) owned by the
subsidiaries, discounted using a discount rate at 17% (2010: 17%) per annum. The key assumption used is the expected market value of the LUR. The Group believes that any
reasonably possible changes in the above key assumptions applied is not likely to materially cause the recoverable amount to be lower than its carrying amount.
The recoverable amount of goodwill has been tested by reference to underlying profitability of the developments using discounted cash flow projections for the next financial year.
The Group believes that any reasonably possible changes to the above methodology are not likely to materially cause the recoverable amount to be lower than its carrying
amount.
20 DEFERRED TAX ASSETS
Group
At 1 January
Exchange adjustments
Deferred tax credit relating to origination and reversal of temporary differences during the year
At 31 December
The deferred tax assets comprise:
Group
Taxable temporary differences between net carrying amount and tax written down value of property, plant and equipment and others
Deductible temporary differences recognised for the impairment loss on trade receivables
Deductible temporary differences arising from unused tax losses and unabsorbed capital allowances
Deductible temporary differences recognised for the accrual of construction costs
Deductible temporary differences between accounting profit and taxable profit of property development units sold
At 31 December
2011
US$’000
2010
US$’000
19,400
155
(18,864)
7,167
1,240
10,993
691
19,400
2011
US$’000
2010
US$’000
(20)
101
25
585
–
(22)
–
–
6,099
13,323
691
19,400
Deferred tax assets have not been recognised in respect of unused tax losses of US$7,533,932 (2010: US$4,264,757) and other tax benefits which includes temporary differences
between net carrying amount and tax written down value of property, plant and equipment and accrual of construction costs of US$1,492,107 (2010: US$Nil) which are available
for offset against future taxable profits. Deferred tax assets have not been recognised due to the uncertainty of the recovery of the losses.
Annual Report 2011
52
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
21 INVENTORIES
Group
Land held for property development
Work-in-progress
Stock of completed units, at cost
At 31 December
(a) Land held for property development
Group
At 1 January
Exchange adjustments
Additions
Transfer (to)/ from work-in-progress
At 31 December
(b) Work-in-progress
Group
At 1 January
Add :
Additions through acquisition of a subsidiary
Work-in-progress incurred during the year
Transfer from/ (to) land held for property development
Transfer to stock of completed units
Exchange adjustments
Less :
Costs recognised as expenses in the statement of comprehensive income recognised during the year
At 31 December
The above amounts included borrowing cost capitalised of US$4,124,274 (2010: US$4,443,829).
22 HELD-FOR-TRADING FINANCIAL INSTRUMENT
Notes
2011
US$’000
2010
US$’000
(a)
(b)
23,525
148,024
113,457
27,749
385,579
18,145
285,006
431,473
2011
US$’000
2010
US$’000
27,749
(1,338)
411
(3,297)
22,112
971
602
4,064
23,525
27,749
2011
US$’000
2010
US$’000
385,579
354,022
–
107,950
3,297
(142,139)
(1,234)
28,507
157,296
(4,064)
(10,437)
19,386
353,453
544,710
(205,429)
(159,131)
148,024
385,579
The financial asset represents a placement in money market fund (“Fund”), which is held as a trading instrument. The market value and the market price per unit of the Fund at
31 December 2011 were US$21,383,754 and US$0.32 respectively. During the year, the Group recognised a fair value gain of US$26,066 in relation to the investment.
The fund is permitted under the Deed to invest in the following:
Bank deposits;
(i)
(ii) Money market instruments such as treasury bills, bankers acceptance, negotiable certificates of deposits, Bank Negara Malaysia bills, Bank Negara Malaysia negotiable
notes, Negotiable Instruments of Deposit and Negotiable Islamic Debt Certificate with maturities not exceeding one (1) year;
(iii) Malaysian Government Securities and/or securities guaranteed by the Government of Malaysia and/or notes/securities issued by Bank Negara Malaysia with maturity not
exceeding two (2) years.
In March 2009, IFRS 7 Financial Instruments: Disclosures was amended by IASB to require certain additional disclosures to be included in IFRS financial statements. This
includes a requirement that financial instruments carried at fair value be analysed by level of the IFRS 7 defined fair value hierarchy. This hierarchy is based on the inputs of the
fair value measurement and reflects the lowest level input that is significant to the remeasurement. The Directors are of the opinion that the held-for-trading financial asset at 31
December 2011 is classified under Level 2 (fair value measured using inputs for the asset or liability that are observable for the asset or liability, either directly or indirectly).
Annual Report 2011
53
2011
US$’000
2010
US$’000
18,170
(419)
15
17,766
12,126
362
659
2,572
21,693
–
–
21,693
8,894
892
20
–
33,485
31,499
2011
US$’000
2010
US$’000
198
14
23 TRADE AND OTHER RECEIVABLES
Group
Gross trade receivables
Impairment loss
Exchange adjustments
Net trade receivables
Other receivables
Sundry deposits
Prepayments
Accrued revenue
Company
Other receivables
Trade receivables represent progress billings receivable from the sale of development properties, which are generally due for settlement within three weeks from the date of
invoice and are recognised and carried at the original invoice amount less allowance for any uncollectible amounts. They are recognised at their original invoice amounts which
represent their fair values on initial recognition less provision for impairment where it is required.
The ageing analysis of trade receivables past due are set out below. These relate to a number of independent customers for whom there is no recent history of default.
Group
2011
US$’000
Within credit terms
Stakeholder sums
Past due
0 – 60 days
61 –120 days
More than 120 days
Group
2010
US$’000
Within credit terms
Past due
0 – 60 days
61 –120 days
More than 120 days
Individual
Gross Impairment
Net
4,022
13,071
457
67
553
–
–
4,022
13,071
(153)
(60)
(191)
304
7
362
18,170
(404)
17,766
Individual
Gross Impairment
17,668
1,248
640
2,137
21,693
–
–
–
–
–
Net
17,668
1,248
640
2,137
21,693
Included in the stakeholder sums is approximately US$9.4 million in respect of SENI Mont’ Kiara which is receivable upon the expiry of 6 months and 18 months from the date of
vacant possession. It also includes stakeholder sums of approximately US$3.4 million receivable from 1MK Retail Sdn. Bhd. and 1MK Office Sdn. Bhd. upon the expiry of the defect
liability period and issuance of strata title from land office. The Group received approximately US$2.5 million upon the expiry of defect of liability period in March 2012.
There is no concentration of credit risk with respect to trade receivables as the Group has a large number of customers whose property purchases are mainly secured by personal
bank financing. No allowance for impairment loss of trade receivables has been made for the remaining past due receivables as the Group monitors the repayment of the customers
regularly and are confident of the ability of the customers to repay the balance outstanding.
Other receivables, sundry deposits and prepayments are for normal transactions of the Group.
Accrued revenue represents the excess of revenue recognised in the statement of comprehensive income over billings to purchasers of development properties. The remaining
amount will be billed upon the application of strata title to the purchasers. The billings have been made subsequent to the financial year end.
Annual Report 2011
54
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
24 AMOUNT DUE FROM AN ASSOCIATE
The amount due from an associate represents project management fee receivable.
25 AMOUNTS DUE FROM / (TO) SUBSIDIARIES
Company
Due from subsidiaries (Current portion)
Less : Impairment loss
Due to subsidiaries (Current portion)
2011
US$’000
2010
US$’000
165,605
(15,591)
146,013
(14,957)
150,014
131,056
20,842
15,727
The amounts due from / (to) subsidiaries are current, unsecured and repayable on demand.
In 2010, the Company has changed the repayment terms relating to the loans, the amounts due from/(to) subsidiaries are classified as current, unsecured and repayable on
demand. Accordingly, no discounting is required as the fair value equals its face value. This has resulted in a gain of US$14,518,321 being recognised in the Company Statement of
Comprehensive Income in the prior year.
26 CASH AND CASH EQUIVALENTS
Group
Cash and bank balances
Short term bank deposits
Company
Cash and bank balances
For the purpose of presenting the statement of cash flows, the cash and cash equivalents comprise the following:
Group
Cash and cash equivalents
Less: Bank overdraft (Note 36)
Company
Cash and cash equivalents
Less: Bank overdraft (Note 36)
2011
US$’000
2010
US$’000
27,788
4,822
41,109
109,276
32,610
150,385
2011
US$’000
2010
US$’000
5,188
33,569
5,188
33,569
2011
US$’000
2010
US$’000
32,610
–
150,385
(9,456)
32,610
140,929
2011
US$’000
2010
US$’000
5,188
–
33,569
(9,456)
5,188
24,113
The interest rate of short term bank deposits ranges from 2.25% to 2.85% per annum (2010: 2.25% to 2.86% per annum) and the maturity period ranges from 1 day to 1 month
(2010: 3 days to 1 month).
Annual Report 2011
55
2011
Number of
Shares’000
2010
Number of
Shares’000
2,000,000
2,000,000
212,525
212,525
2011
US$’000
2010
US$’000
100,000
100,000
10,626
10,626
27 SHARE CAPITAL
Group & Company
Authorised Share Capital
Issued Share Capital
At 1 January / 31 December
Group & Company
Authorised Share Capital of US$0.05 each
Issued Share Capital of US$0.05 each
At 1 January / 31 December
28 SHARE PREMIUM
Share premium represents the excess of proceeds raised on the issuance of shares over the nominal value of those shares. The costs incurred in issuing shares were deducted from
the share premium.
Group & Company
At 1 January
Dividend paid to equity holders of the parent
At 31 December
2011
US$’000
2010
US$’000
221,226
(2,125)
221,226
–
219,101
221,226
The Company paid an interim dividend of US$0.01 per share amounting US$2,125,250 for the financial year ended 31 December 2011 on 15 December 2011 from the share
premium account.
29 SHARE OPTIONS
During 2007, the Company issued share options to Fairfax I.S. PLC, the financial adviser and placing agent, for work carried out on the Admission of the Company on the London
Stock Exchange.
Group & Company
At 1 January
Expired during the year
Options outstanding and exercisable at 31 December
The exercise period of the share options is for three years and they lapsed on 5 April 2010.
Group & Company
Weighted average exercise price of share options granted
Weighted average exercise price of share options outstanding at the end of the year
2010
Number’000 Number’000
2011
–
–
–
3,240
(3,240)
–
2011
2010
N/A
N/A
US$1.00
US$1.00
Annual Report 2011
56
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
30 CAPITAL REDEMPTION RESERVE
The capital redemption reserve was incurred after the Company cancelled its 37,475,000 ordinary shares of US$0.05 per share in 2009.
31 TRANSLATION RESERVE
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
32 FAIR VALUE RESERVE
The fair value reserve comprises the cumulative change in the fair value of available-for-sale investments until the investments are derecognised or impaired.
33 ACCUMULATED LOSSES
Group
At 1 January
Profit/ (loss) attributable to equity holders of the parent
Acquisition of non-controlling interests
At 31 December
Company
At 1 January
Loss attributable to equity holders of the parent
At 31 December
34 DEFERRED REVENUE
2011
US$’000
2010
US$’000
(48,858)
16,058
3
(28,653)
(20,205)
–
(32,797)
(48,858)
2011
US$’000
2010
US$’000
(13,912)
(3,132)
(10,720)
(3,192)
(17,044)
(13,912)
Deferred revenue represents excess of progress billings to purchasers of development properties over revenue recognised in the statement of comprehensive income.
35 TRADE AND OTHER PAYABLES
Group
Trade payables
Other payables
Deposits refundable
Accruals
Company
Other payables
Accruals
2011
US$’000
2010
US$’000
25,528
16,517
173
32,120
47,780
19,434
301
45,425
74,338
112,940
2011
US$’000
2010
US$’000
17
930
947
462
126
588
Trade payables represent trade purchases and services rendered by suppliers as part of the normal business transactions of the Group. The credit terms granted by trade suppliers
range from 30 to 90 days.
35 TRADE AND OTHER PAYABLES cont’d
Included in the other payables is cost of land use rights due and payable amounting to US$8,597,371 (2010: US$10,302,753) .
Deposits and accruals arose from normal business transactions of the Group.
36 BANK LOANS AND BORROWINGS
Group
Bank loans
Bank overdraft
Company
Bank overdraft
The effective interest rates of the bank loans for the year ranged from 5.84% to 23% (2010: 4.85% to 7.13%) per annum.
The effective interest rates of the bank overdraft for 2010 was 0.84% per annum.
Borrowings are denominated in Malaysian Ringgit and United States Dollars.
Bank loans are repayable by monthly or quarterly instalments and the overdraft was repayable on demand.
Bank loans are secured by land held under property development cost and the corporate guarantee of the Company.
The carrying amount of borrowings approximates its fair value at statement of financial position date.
In April 2012, the bank has approved the deferral of repayment of principal outstanding of US$7,732,831 from May 2012 to October 2013.
37 AMOUNT DUE TO NON-CONTROLLING INTERESTS
Group
Minority Shareholders of Shangri-La Healthcare Investment Pte Ltd:
- Tran Thi Lam
- Econ Medicare Centre Holdings Pte Ltd
- Value Energy Sdn. Bhd.
- Thang Shieu Han
- Nguyen Quang Duc
Minority Shareholders of Bumiraya Impian Sdn. Bhd.:
- Global Evergroup Sdn. Bhd.
Annual Report 2011
57
2011
US$’000
2010
US$’000
37,393
–
59,007
9,456
37,393
68,463
2011
US$’000
2010
US$’000
–
9,456
2011
US$’000
2010
US$’000
533
632
189
72
14
533
632
189
72
15
1,566
1,607
3,006
3,048
The amount due to non-controlling interests are unsecured and without fixed term of repayment and no repayment is expected until profit is generated from the subsidiaries
which is not expected in the following 12 months.
Annual Report 2011
58
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
38 BANK LOANS
Group
Outstanding loans
Less:
Repayment due within twelve months
Repayment due after twelve months
The effective interest rates of the bank loans for the year range from 5.84% to 23% (2010: 4.85% to 7.13%) per annum.
Bank loans of the Group are secured by land held under property development costs and the corporate guarantee of the Company.
Bank loans are denominated in Malaysian Ringgit and United State Dollars.
Bank loans are repayable by monthly or quarterly instalments.
Non-current bank loans earn interest at floating rates and the fair value in the current and prior year approximates the carrying value.
39 MEDIUM TERM NOTES
Group
Outstanding medium term notes
Finance costs
Transaction costs
Less:
Repayment due within twelve months
Repayment due after twelve months
2011
US$’000
2010
US$’000
50,282
80,183
(37,393)
(59,007)
12,889
21,176
2011
US$’000
2010
US$’000
77,322
285
(1,873)
72,923
–
–
–
(72,923)
75,734
–
2011
The medium term notes were issued by a subsidiary, incorporated on 5 May 2011, to fund two development projects known as Sandakan Harbour Square and Aloft Kuala Lumpur
Sentral hotel in Malaysia. US$77.3 million has been drawn down in 2011 for Sandakan Harbour Square and the remaining US$85.2 million will be drawn down by the first quarter
of 2013 for Aloft Kuala Lumpur Sentral hotel. The weighted interest rate of the loan was 5.42% per annum at the statement of financial position date. The effective interest rates
of the medium term notes and their outstanding amounts are as follows:
Series 1
Series 1
Series 1
Series 1
Series 2
Series 2
Tranche FG 001
Tranche BG 001
Tranche FG 002
Tranche BG 002
Tranche FG 001
Tranche BG 001
The medium term notes are secured by way of:
Maturity Dates
Interest rate % per annum
US$’000
8 December 2014
8 December 2014
8 December 2015
8 December 2015
8 December 2015
8 December 2015
5.38
5.33
5.46
5.41
5.46
5.41
7,890
6,312
14,202
9,468
22,092
17,358
77,322
bank guarantee from two financial institutions in respect to the BG Tranches;
(i)
(ii) financial guarantee insurance policy from Danajamin Nasional Berhad in respect to the FG Tranches;
(iii) a first fixed and floating charge over the present and future assets and properties of Silver Sparrow Berhad, ICSD Ventures Sdn. Bhd. and Iringan Flora Sdn. Bhd. by way of a
debenture;
(iv) a third party first legal fixed charge over ICSD Ventures Sdn. Bhd.’s assets and land;
(v) Assignment of all Iringan Flora Sdn. Bhd.’s present and future rights, title, interest and benefits in and under the Sales and Purchase Agreement to purchase the Aloft Kuala
Lumpur Sentral hotel from Excellent Bonanza Sdn. Bhd.;
(vi) first fixed land charge over the Aloft Kuala Lumpur Sentral hotel and the Aloft Kuala Lumpur Sentral hotel’s land (to be executed upon construction completion);
(vii) a corporate guarantee by Aseana Properties Limited;
Annual Report 2011
59
39 MEDIUM TERM NOTES cont’d
(viii) letter of undertaking from Aseana Properties Limited to provide financial and other forms of support to ICSD Ventures Sdn. Bhd. to finance any cost overruns associated
with the development of the Sandakan Harbour Square;
(ix) assignment of all its present and future rights, interest and benefits under the ICSD Ventures Sdn. Bhd.’s and Iringan Flora Sdn. Bhd.’s Put Option Agreements and under the
proceeds from the Harbour Mall Sandakan, Four Points by Sheraton Sandakan hotel and Aloft Kuala Lumpur Sentral hotel;
(x) assignment over the disbursement account, revenue account, Harbour Mall Sandakan operating account, sales proceed account, debt service reserve account and sinking
fund account;
(xi) assignment of all ICSD Ventures Sdn. Bhd.’s and Iringan Flora Sdn. Bhd.’s present and future rights, title, interest and benefits in and under the insurance policies; and
(xii) a first legal charge over all the shares of the Silver Sparrow Berhad, ICSD Ventures Sdn. Bhd. and Iringan Flora Sdn. Bhd. and any dividends, distributions and
entitlements.
2010
The medium term notes were issued by a subsidiary, acquired on 30 March 2009, to fund a development project known as 1 Mont’ Kiara in Malaysia. The weighted interest rate of
the loan was 6.17% per annum at the statement of financial position date. The effective interest rates of the medium term notes and their outstanding amounts were as follows:
Tranche A1
Tranche A2
Tranche A3
Tranche A4
Tranche A5
Tranche A6
Tranche A7
Tranche A8
Tranche B2
Tranche B3
Tranche B4
Tranche B5
C
Tranche
Interest rate % per annum
US$’000
3.95
4.05
4.05
4.05
4.70
4.90
4.15
4.10
4.40
4.50
4.15
3.75
13.00
14,585
3,889
1,621
3,241
4,213
3,889
1,621
972
5,510
7,454
6,482
3,241
16,205
72,923
The medium term notes were secured by way of:
(i) bank guarantee from financial institutions (except for Tranche C);
(ii) a first fixed and floating charge over the subsidiary’s assets by way of a debenture;
(iii) an assignment over all the present and future sales and insurance policies from 1 Mont’ Kiara;
(iv) an assignment over a debt service reserve account;
(v) a third party first legal charge over a freehold land under a development project in conjunction with the joint venture agreement between the subsidiary and Ireka Land Sdn.
Bhd.; and
(vi) a corporate guarantee issued by Ireka Corporation Berhad (except for Tranches A and B).
The medium term notes were denominated in Malaysian Ringgit. On 29 December 2010, the subsidiary informed all parties of its intention to early redeem all outstanding
medium term notes. The redemption was completed and fully paid on 6 January 2011.
40 PURCHASE OF OWN SHARES AND CANCELLATION OF SHARES
The Company renewed its authority to purchase its own shares up to a total aggregate value of 14.99% of the issued ordinary shares capital in a resolution at its Annual General
Meeting held on 14 June 2011. The authority shall expire 12 months from the date of passing of the resolution unless otherwise renewed, varied or revoked. No purchase of own
shares by the Company occurred during the year ended 31 December 2011.
In January 2012, the Company purchased 500,000 of its ordinary shares of US$0.05 each in series at prices between US$0.3375 and US$0.35. Following the purchases, the Company
holds 500,000 shares in treasury and has 212,025,000 shares in issue (excluding shares held in treasury).
Annual Report 2011
60
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
41 RELATED PARTY TRANSACTIONS
Transactions between the Group and the Company with Ireka Corporation Berhad (“ICB”) and its group of companies are classified as related party transactions based on ICB’s
23.07% shareholding in the Company. ICB’s relationship with the Group is also mentioned on page 19 of the Directors’ Report under the headings of ‘Management’.
Group
Project management fee charged to an associate
Accounting and financial reporting services fee charged by an ICB subsidiary
Cleaning services fee charged by an ICB subsidiary
Construction progress claims charged by an ICB subsidiary
Management fees charged by an ICB subsidiary
Office rental and deposit charged by ICB
Project management fee for interior fit out works charged by an ICB subsidiary
Sales and administration fees and marketing commissions charged by an ICB subsidiary
Secretarial and administrative services fee charged by an ICB subsidiary
Project staff costs reimbursed to an ICB subsidiary
Remuneration of key management personnel
- Salaries
Company
Accounting and financial reporting services fee charged by an ICB subsidiary
Management fees charged by an ICB subsidiary
Secretarial and administrative services fee charged by an ICB subsidiary
Group
Amount due by an associate for project management fee
Amount due to an ICB subsidiary for contract works performed net of LAD’s recoverable of US$7,273,633 (2010: US$2,932,133)
Amount due to an ICB subsidiary for cleaning services fee
Amount due to an ICB subsidiary for management fees
Amount due to an ICB subsidiary for marketing commissions
Amount due to an ICB subsidiary for project staff costs
Company
Amount due to an ICB subsidiary for management fees
2011
US$’000
2010
US$’000
354
53
16
75,767
4,196
10
52
324
53
947
567
–
–
112,176
4,142
–
–
1,053
–
644
76
90
2011
US$’000
2010
US$’000
53
1,613
53
–
1,380
–
2011
US$’000
2010
US$’000
122
10,264
10
2,097
486
748
382
34,586
–
1,002
807
618
2011
US$’000
2010
US$’000
808
371
Transactions between the parent company and its subsidiaries are eliminated in these consolidated financial statements. A list of the main operating subsidiaries is provided in
Note 43.
42 ACQUISITION OF BUSINESS
Aseana Properties Limited is the parent company of a group of companies involved in property development business.
2011
On 31 July 2011, the Group acquired the remaining 14.9% of the issued share capital of Legolas Capital Sdn. Bhd. for a total consideration of US$10,611, increasing in ownership from
85.1% to 100%. The carrying amount of Legolas Capital Sdn. Bhd.’s net asset in the Group’s financial statement on the date of acquisition was US$100,752. The Group recognised a
decrease in non-controlling interest of US$13,595 and an increase in retained earnings of US$2,942. The transaction was accounted for using the purchase mehod of accounting.
The following summarises the effect of changes in the equity interest in Legolas Capital Sdn. Bhd. that is attributable to the equity holders of the parent.
Group
Equity interest at 1 Jan 2011
Effect of increase in Company’s ownership interest
Share of comprehensive loss
Equity interest at 31 December 2011
US$’000
85
11
(1)
95
Annual Report 2011
61
42 ACQUISITION OF BUSINESS cont’d
2010
On 20 April 2010, the Company had, via its wholly-owned subsidiary ASPL M9 Limited, subscribed for 700,000 ordinary shares representing 70% of the issued share capital of
Urban DNA Sdn. Bhd. (formerly known as World Trade Frontier Sdn. Bhd.) for a total consideration of US$218,330. The transaction was accounted for using the purchase method
of accounting. Urban DNA Sdn. Bhd. is a developer to develop a residential tower at No.7, Jalan Kia Peng, 50450 Kuala Lumpur.
The Group had accounted for the business combination of Urban DNA Sdn. Bhd. using fair values assigned to Urban DNA Sdn. Bhd.’s identifiable assets and liabilities determined
at 20 April 2010.
At 20 April 2010, Urban DNA Sdn. Bhd. had a shareholders’ equity of US$309,492 of which 70% was owned by the Group. Against a consideration of US$218,330, a fair value
adjustment of US$1,686 on property development cost was recorded.
The acquisition had the following effect on the Group’s asset and liabilities on acquisition date:
Current assets
Cash and cash equivalents
Non-current liabilities
Current liabilities
Net assets
Non-controlling interest, based on their proportion interest in the recognised amounts of the
assets and liabilities of the acquiree
Net assets acquired
Consideration paid, satisfied in cash
Cash and cash equivalents acquired
Net cash outfl ow
Pre-
acquisition
carrying
Fair value
amounts adjustments
US$’000
US$’000
Recognised
values on
acquisition
US$’000
28,507
200
(20,379)
(8,019)
309
(93)
216
2
–
–
–
2
–
2
28,509
200
(20,379)
(8,019)
311
(93)
218
218
(200)
18
The acquisition of Urban DNA Sdn. Bhd. had not increased nor reduced the Group’s loss before taxation for the period as no income or expenses were incurred by Urban DNA Sdn.
Bhd. after it became a subsidiary of the Group.
If the acquisition of Urban DNA Sdn. Bhd. had occurred on 1 January 2010, this would have increased the Group’s revenue and loss before taxation for the period by approximately
US$Nil and US$26 respectively.
43 INVESTMENT IN PRINCIPAL SUBSIDIARIES AND ASSOCIATE
Name
Country of incorporation
Principal activities
Eff ective ownership interest
2010
2011
Ireka Land Sdn. Bhd.
Bumijaya Mawar Sdn. Bhd.
Bumijaya Mahligai Sdn. Bhd.
Amatir Resources Sdn. Bhd.
ICSD Ventures Sdn. Bhd.
Priority Elite Sdn. Bhd.
Iringan Flora Sdn. Bhd.
Legolas Capital Sdn. Bhd.
Silver Sparrow Berhad*
ASPL PV-Nam Long Ltd Liability Co*
Bumiraya Impian Sdn. Bhd.
Urban DNA Sdn. Bhd.
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Vietnam
Malaysia
Malaysia
Property development
Property development
Property development
Property development
Property development
Project management services
Hotel ownership and operation
Project and finance management and supervisory services
Participating in the transactions contemplated under the
Guaranteed MTN Programme
Property development
Property development
Property development
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
80%
70%
100%
100%
100%
100%
100%
100%
100%
85.1%
–
–
80%
70%
Annual Report 2011
62
NOTES TO THE
FINANCIAL STATEMENTS CONT’D
43 INVESTMENT IN PRINCIPAL SUBSIDIARIES AND ASSOCIATE cont’d
Name
Country of incorporation
Principal activities
Aseana-BDC Co Ltd
ASPL PLB-Nam Long Ltd Liability Co*
Hoa Lam Services Co Ltd
Shangri-La Healthcare Investment Pte Ltd
and its subsidiaries
Vietnam
Vietnam
Vietnam
Singapore
Hoa Lam-Shangri-La Healthcare Ltd Liability Co Vietnam
Vietnam
Hoa Lam-Shangri-La 1 Liability Ltd Co*
Malaysia
Excellent Bonanza Sdn. Bhd.**
Property development
Property development
Property development
Property development
Property development
Property development
Property development
* These subsidiaries were incorporated during the current financial year.
** Not audited by KPMG
Principal subsidiaries and associate are those which materially affect the results or assets of the Group.
The shareholdings of the principal subsidiaries and associate are held through subsidiaries.
44 COMMITMENT AND CONTINGENCIES
The Group and Company have no contingencies at the statement of financial position date except as follows:
Eff ective ownership interest
2010
2011
65%
55%
51%
51%
51%
51%
40%
65%
–
51%
51%
51%
–
40%
(a) Investment in Aseana-BDC Co Ltd
On 31 December 2011, Aseana Properties (BVI) Ltd had contributed US$1,755,714 out of its total capital contribution of US$5,525,000 to its investment in subsidiary – Aseana-
BDC Co Ltd. The remaining committed capital contribution of US$3,769,286 will be contributed by Aseana Properties (BVI) Ltd as and when it is called by Aseana-BDC Co
Ltd.
(b) Investment in Hoa Lam - Shangri-La Healthcare Ltd Liability Co
On 10 February 2012, Shangri-La Healthcare Investment Pte Ltd had contributed US$14,747,231 out of its total capital contribution of US$16,940,000 to its investment in
subsidiary - Hoa Lam - Shangri-La Healthcare Ltd Liability Co. The remaining committed capital contribution of US$2,192,769 was made by Shangri-La Healthcare Investment
Pte Ltd on 17 April 2012.
On 30 November 2011, Hoa Lam Services Co Ltd had completed its capital contribution of US$7,260,000 for its investment in subsidiary - Hoa Lam - Shangri-La Healthcare
Ltd Liability Co.
(c) Investment in ASPL PV - Nam Long Ltd Liability Co
At 31 December 2011, ASPL PV Ltd had not made any capital contribution to its investment in subsidiary - ASPL PV - Nam Long Ltd Liability Co. The committed capital
contribution of US$9,600,000 will be contributed by ASPL PV Ltd as and when it is called by ASPL PV - Nam Long Ltd Liability Co.
(d) Purchase of hotel property
On 6 July 2010, a subsidiary of the Group entered into a Sales and Purchase Agreement with an associate to purchase a hotel property. The remaining estimated contracted
sum of US$67 million is payable upon completion of hotel property by end of year 2012 and it is funded by the medium term notes programme stated in Note 39.
(e) Debt service reserve account
Under the medium notes programme of up to US$162 million, Silver Sparrow Berhad (“SSB”) had opened a Malaysia Ringgit debt service reserve account (“DSRA”) and shall
ensure that an amount equivalent to RM30.0 million (US$9.50 million) (the “Minimum Deposit”) be maintained in the DSRA at all times. In the event the funds in the DSRA
falls below the Minimum Deposit, SSB shall within five (5) Business Days from the date of receipt of written notice from the facility agent or upon SSB becoming aware of the
shortfall, whichever is earlier, deposit such sums of money into the DSRA to ensure the Minimum Deposit is maintained.
45 EVENT AFTER STATEMENT OF FINANCIAL POSITION DATE
(a) Following the recent capital calls for Hoa Lam - Shangri-La Healthcare Ltd Liability Co, Aseana has increased its shareholding in the company from 51% to 66.4% at
17 April 2012.
(b) Following the recent capital calls for Shangri-La Healthcare Investment Pte Ltd, Aseana has increased its shareholding in the company from 51% to 72.9% at 17 April 2012.
(c) Following the recent capital calls for Hoa Lam Services Co Ltd, Shangri-La Healthcare Investment Pte Ltd and Hoa Lam-Shangri-La Healthcare Ltd Liability Co, Aseana has
increased its shareholding in Hoa Lam-Shangri-La 1 Liability Ltd Co from 51% to 66.4% at 17 April 2012.
Copies of the Annual Report
Copies of the annual report will be available on the Company’s website at www.aseanaproperties.com and from the Company’s registered office, 12 Castle Street, St. Helier, Jersey,
JE2 3RT, Channel Islands.
Annual Report 2011
63
CORPORATE
INFORMATION
SENI Mont’ Kiara,
Kuala Lumpur, Malaysia
NON-EXECUTIVE CHAIRMAN
Mohammed Azlan Hashim
NON-EXECUTIVE DIRECTORS
Christopher Henry Lovell
David Harris
Ismail Shahudin
John Lynton Jones
Gerald Ong Chong Keng
COMPANY SECRETARY
AND REGISTERED OFFICE
Capita Secretaries Limited
12 Castle Street, St. Helier
Jersey JE2 3RT
Channel Islands
WEBSITE
www.aseanaproperties.com
LISTING DETAILS
Main Market of the
London Stock Exchange
under the ticker symbol
ASPL
AUDITOR
KPMG Audit Plc
15 Canada Square
London E14 5GL
United Kingdom
REGISTRAR
Computershare Investor
Services (Jersey) Limited
FINANCIAL ADVISER
Murphy Richards Capital LLP
Meadows House
20-22 Queen Street, Mayfair
London W1J 5PR
United Kingdom
CORPORATE BROKER
Panmure Gordon (UK) Ltd
Moorgate Hall, 155 Moorgate
London EC2M 6XB
United Kingdom
PUBLIC RELATIONS
Tavistock Communications
131 Finsbury Pavement
London EC2A 1NT
United Kingdom
For shareholder related
queries please contact:
Computershare Investor
Services (Jersey) Limited
Queensway House
Hilgrove Street, St. Helier
Jersey JE1 1ES
Channel Islands
ASEANA PROPERTIES LIMITED
Registered Offi ce
12 Castle Street, St. Helier
Jersey JE2 3RT
Channel Islands
T + 44(0) 1534 847 000
F +44 (0) 1534 847 001
www. aseanaproperties.com
This report is printed on environmental friendly paper.