Final Results

RNS Number : 0924J
Vietnam Opportunity Fund Limited
27 November 2008
 



27 November 2008


Vietnam Opportunity Fund Limited


Audited financial results for the twelve months ended 30 June 2008


Vietnam Opportunity Fund Limited (the 'Company' or 'VOF'), the AIM-quoted investment vehicle focused on Vietnamtoday announces its audited financial results for the twelve month period ended 30 June 2008.


Financial highlights


  • Net loss for the Period USD 416 million 

  • Basic loss per share of USD 1.41 for the Period

  • Cash and cash equivalents as at 30 June 2008 of USD 24.3 million


Operational highlights


  • NAV decline of 37.2 percent in a difficult investment climate; benchmark Vietnam Index declined 61.1 percent in the same period.

  • Real estate sector return on investment of 37.5 percent, including a partial exit from a major real estate project via co-investment from a large European investor.

  • Hospitality (hotel) sector return on investment of 22.8 percent. 

  • Martin Glynn joined the Board as an independent director and Bill Vanderfelt assumed the chairmanship of the Board.



Commenting, Don Lam, Director of VOF, said:

'This was a very difficult year for equity investments in Vietnam due to both domestic and international conditions. Nonetheless, the diversified VOF portfolio held up well against the market declines, and we believe the portfolio is very well positioned for a market rebound. The onset of the global financial crisis has made if difficult to ascertain when this rebound will occur but we continue to believe that our funds are excellent value, particularly at their current trading levels, and are well-placed to benefit from Vietnam's excellent growth prospects'. 

 

For more information please contact:


Ms Chi Nguyen

VinaCapital Investment Management Limited

Investor Relations


+84 8 821 9930

chi.nguyen@vinacapital.com


Philip Secrett

Grant Thornton UK LLP

Nominated Adviser


+44 20 7383 5100

philip.j.secrett@gtuk.com


Hiroshi Funaki

LCF Edmond de Rothschild Securities


+44 20 7845 5960

funds@lcfr.co.uk


David Cranmer

Financial Dynamics


+44 20 7831 3113

david.cranmer@fd.com



 Chairman's Statement


Dear Shareholders,


We herein present the annual financial statements of the Vietnam Opportunity Fund (AIM: VOF.L) for the year ended 30 June 2008.


Vietnam's economy during the first half of 2008 came back to earth after two years of stellar growth. Vietnam's admission to the World Trade Organisation in January 2007 and a subsequent rise in foreign direct investment contributed to an atmosphere of easy credit that led to over-enthusiasm and outright speculation, particularly in the real estate sector. The economy began to overheat, with inflation rising to 12.6 percent by the end of 2007.


In early 2008, the situation worsened. Inflation continued to rise, and the currency was put under pressure by a rising trade deficit. At the end of the first quarter of 2008, the government put the brakes on the economy by sharply restricting credit and cutting spending. Unprepared for such restrictions, the markets reacted strongly and reversed course, with the benchmark Vietnam Index shedding 60 percent of its market capitalisation over the first six months of 2008.


On the surface, this appeared to be a dire situation, with some commentators raising the spectre of the 1997 Asian Financial Crisis that started with a destabilising rush on the Thai baht. Was the Vietnam dong next?


Thankfully, by the end of June 2008 it was clear that financial disaster was not around the corner. As the second half of 2008 began, the markets started to recover.


When the dust cleared, however, investment funds such as VOF had seen their stellar 2007 returns sharply reduced. VOF at the end of June 2008 had an NAV of USD 669 million, or USD 2.06 per share. This was a per-share decline of 37.2 percent from the end of June 2007 when VOF had an NAV of USD 822 million, or USD 3.28 per share, and was net of a capital fundraising of USD 272 million in November 2007 at USD 3.68 per share.


Despite the NAV decline, it was nonetheless an important year in many respects. The new capital that VOF raised in November 2007 was quickly invested into several of Vietnam's top emerging private and OTC companies. The fund's real estate portfolio saw an increase in investment over 2008, and despite the slowdown in Vietnam's real estate market in 2008, the value of these investments has, to date, remained strong, with several assets increasing in value, such as the renowned Sofitel Metropole Hotel in Hanoi. Generally speaking, the broad diversification of the VOF portfolio helped to protect shareholder equity. The NAV decline, while disappointing, was moderate compared to the broader market, and VOF also outperformed its comparable Vietnam funds.


As the second half of 2008 began, the improved macroeconomic situation, strong portfolio and respectable cash position had VOF in place to begin recovering its net asset value. Unfortunately, as all investors will know, a truly global financial crisis took hold that resulted in an unexpected impact on VOF - a drastic fall in share price to a discount of as much as 50 percent of NAV. This is a major concern of the Board and it is something that we are seeking to address. In October 2008, the Board convened an extraordinary general meeting of shareholders to request adding a buyback facility to the fund's articles of association. Although this request was rejected, the Board will in the future revisit this issue as well as explore other avenues to build shareholder value.


The global financial crisis and economic slowdown will likely hinder VOF's immediate prospects. However, we believe this challenge is also an opportunity. 


VOF has no debt at the fund level. It does not trade in complicated derivatives or credit swaps, preferring to invest capital in solid companies and real estate projects, in areas of expertise,  that deliver demand-driven products and services, while seeking to enhance shareholder value through the use of debt, share buybacks and other simple tools after prudent consideration and analysis. In these times, this approach should be comforting to our shareholders.


Vietnam over the past ten years was the second fastest growing economy in the world. Even with the recent global events, we are confident that Vietnam will continue to be one of the world's top performing economies for the next ten years. VOF, as always, will be well placed to capitalise from Vietnam's inevitable path of growth.  


Thank you for your continued support.



William Vanderfelt

Chairman

Vietnam Opportunity Fund

26 November 2008


Consolidated Balance Sheet

 


Notes

30 June 2008 

30 June 2007



USD'000

USD'000

ASSETS




Non-current 




Investment property

7

30,212

16,852

Property, plant and equipment

8

2,885

3,027

Investment properties under development

9

7,980

2,239

Investments in associates

10

175,885

69,177

Long-term investments

11

11,926

1,954

Other long-term financial assets


1,170

1,721

Prepayments for operating leases

12

1,777

1,971

Goodwill

13

33

1,752

Deferred tax assets


90

-

Other non-current assets


46

129

Total non-current assets


232,004

98,822





Current 




Inventories

14

5,326

4,755

Trade and other receivables

15

7,437

6,389

Receivables from related parties

33

65,697

60,484

Financial assets at fair value through profit or loss

16

372,187

624,575

Short-term investments

17

1,806

47,941

Deposits for acquisitions of investments

18

14,871

10,442

Cash and cash equivalents

19

24,286

71,377

Total current assets


491,610

825,963

Total assets


723,614

924,785




    





Notes

30 June 2008 

30 June 2007



USD'000

USD'000

EQUITY




Equity attributable to shareholders of the parent:




Share capital

20

3,246

2,506

Additional paid-in capital

21

722,064

459,151

Revaluation reserve

22

18,463

17,717

Translation reserve


(846)

(664)

Retained earnings


(74,050)

342,954

 


668,877

821,664





Minority interest


34,117

22,138

Total equity


702,994

843,802





LIABILITIES




Non-current 




Long-term borrowings and debts


3,764

-

Other long-term liabilities


199

-

Non-current liabilities


3,963

-





Current 




Short-term borrowings and debts


1,069

-

Trade and other payables

23

6,021

4,821

Payables to related parties

33

9,502

74,985

Other liabilities


65

1,177

Current liabilities


16,657

80,983

Total liabilities


20,620

80,983

Total equity and liabilities


723,614

924,785

Net assets per share attributable to equity shareholders of the parent (USD per share)


2.06

3.28




Consolidated Statement of Changes in Equity


Equity attributable to shareholders of the parent


Minority interest


Total
equity


Share 

capital

Additional paid-in capital

Translation reserve

Revaluation reserve

Retained earnings


USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

1 July 2006

1,227

164,950

  (34)

-

  78,787 

  14,084 

  259,014 

Currency translation

-

-

  (630)

-

-

-

  (630)

Share of associate income and expense recognised directly in equity

-

-

-

  17,717 

-

-

  17,717 

Profit for the year ended 30 June 2007

-

-

-

-

  264,167 

  1,196 

  265,363 

Total recognised income and expense for the year

-

(630)

  17,717 

264,167

1,196

282,450

Issue of new shares

1,279

303,340

-

-

-

-

  304,619 

Placement fee


(9,139)

-

-

-

-

  (9,139)

Acquisition of subsidiaries

-

-

-

-

-

  6,858 

  6,858 

30 June 2007

2,506

459,151

  (664)

  17,717 

  342,954 

  22,138 

  843,802 









1 July 2007

2,506

459,151

  (664)

  17,717 

  342,954 

  22,138 

  843,802 

Currency translation

-

-

(182)

-

-

-

(182)

Share of associate income and expense recognised directly in equity

-

-

-

9,382

-

-

9,382

Profit (loss) for the year ended 30 June 2008

-

-

-

-

(417,004)

1,347

(415,657)

Total recognised income and expense for the year

-

-

(182)

9,382

(417,004)

1,347

(406,457)

Issue of new shares

740

271,078

-

-

-

-

271,818

Placement fee

-

(8,165)

-

-

-

-

(8,165)

Allocated share of associate gain to minority interest

-

-

-

(8,636)

-

8,636

-

Acquisition of minority interest share in subsidiaries

-

-

-

-

-

(5,758)

(5,758)

Capital contribution from minority shareholder

-

-

-

-

-

7,754

7,754

30 June 2008 

3,246

722,064

(846)

18,463

(74,050)

34,117

702,994




Consolidated Statement of Income


Notes

  Year ended



30 June 2008

30 June 2007



USD'000

USD'000

Revenue


11,796

9,452

Cost of sales


(9,965)

(8,118)

Gross profit


1,831

1,334





Net changes in fair value of financial assets at fair value through profit or loss

24


(481,192)

315,206

Gain on fair value adjustment of investment properties


12,573

1,124

Selling, general and administration expenses

25

(24,625)

(86,353)

Other operating income

26

6,620

598

Goodwill written-off/ negative goodwill

13

(1,719)

2,984

Other operating expenses

27

(1,305)

(692)

Operating (loss)/ profit


(487,817)

234,201





Financial income

28

12,604

13,266

Finance costs

29

(2,736)

(3,142)

Share profit of associates, net


62,292

21,038



72,160

31,162

(Loss)/ profit before tax from continuing operations


(415,657)

265,363

Income tax

30

-

-

Net (loss)/ profit for the year


(415,657)

265,363





Attributable to equity shareholders of the parent:


(417,004)

264,167

Attributable to minority interest


1,347

1,196

(Loss)/ earnings per share (continuing operations and total EPS) - basic and diluted (USD per share)

31


(1.41)

1.34



Consolidated Statement of Cash Flows


Year ended


30 June 2008

30 June 2007


USD'000

USD'000

Operating activities



Net (loss)/ profit before tax

(415,657)

  265,363 

Adjustments:



Depreciation and amortisation

515

  635 

Unrealised net loss (gain) on revaluation of financial assets 

477,376

  (255,441)

Net loss (gain) on disposal of financial assets

3,816

  (59,765)

Gain on revaluation of investment properties

(12,573)

  (1,124)

Gain on disposal of investments 

(5,622)

-

Gain on written-off account balances

(423)

-

Provision for loan write-downs and doubtful debts

1,287

-

Share of associates' profits

(62,292)

  (21,038)

Write-off goodwill

1,719

-

Negative goodwill

-

  (2,984)

Impairment loss

-

  362 

Unrealised foreign exchange loss

848

  2,277 

Interest and dividend income

(12,557)

  (13,009)

Net loss before changes in working capital

(23,563)

  (84,724)

Change in trade and other receivables

(1,621)

  (3,351)

Change in inventories

(571)

  (435)

Change in trade and other payables

(65,207)

  (2,773)

 

(90,962)

  (91,283)

  


Year ended


30 June 2008

30 June 2007


USD'000

USD'000

Investing activities



Interest received

6,104

  7,377 

Dividends received

8,641

  5,687 

Purchases of investment property, plant, equipment 

and other non-current assets

(7,159)

  (1,651)

Acquisition of subsidiaries, net of cash 

(7,105)

  (2,716)

Purchases of financial assets

(443,433)

  (319,787)

Deposits for acquisitions of investments

(4,429)

-

Acquisitions of long-term investment

(11,400)

-

Proceeds from disposals of financial assets 

215,305

  179,896 

Investment in associates

(32,585)

-

Proceeds from disposals of investments and fixed assets

7,541

  3 

Proceeds from loans prepaid and short-term investments

46,568

  177 

Loans provided

(2,662)

  (34,514)

 

(224,614)

  (165,528)

Financing activities



Net proceeds from shares issued

263,652

  295,481 

Proceeds from bank loans

4,833

-


268,485

  295,481 

Net (decrease) increase in cash and cash equivalents for the year

(47,091)

  38,670 

Cash and cash equivalents at the beginning of the year

71,377

  32,707 

Cash and cash equivalents at end of the year

24,286

  71,377 


Notes to the Consolidated Financial Statements


1    General information

Vietnam Opportunity Fund Limited is a limited liability company incorporated in the Cayman Islands. The registered office of the Company is PO Box 309GT, Ugland House, South Church StreetGeorge Town, Grand Cayman, Cayman Islands. The Company's primary objective is to undertake various forms of investment primarily in VietnamCambodiaLaos and Southern China. The Company is listed on the AIM market of the London Stock Exchange under the ticker symbol VOF.


The consolidated financial statements for the year ended 30 June 2008 were authorised for issue by the Board of Directors on 26 November 2008.


2       Statement of compliance with IFRS and adoption of new and amended standards and interpretations


2.1    Statement of compliance with IFRS

The consolidated financial statements (the 'financial statements') have been prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board (IASB).


2.2    Changes in accounting policies

 

2.2.1    Overall considerations

The IASB and the International Financial Reporting Interpretations Committee have issued various standards and interpretations with an effective date after the date of this financial information. The Group has not early adopted the standards and interpretations that have been issued as they are not yet effective. The most relevant for the Group are IAS 1 (Revised 2007) 'Presentation of the Financial Statements' (effective for annual periods beginning on or after 1 January 2009), and IFRS 8 'Operating Segments' (effective for annual periods beginning on or after 1 January 2009).


Upon adoption of IAS 1 (Revised 2007), the Group will disclose its capital management objectives, policies and procedures in each annual financial report and will have its capital movements and other gains and losses presented separately in the statement of changes in equity and statement of recognised income and expenses. Upon adoption of IFRS 8, the Group will disclose segmental information when evaluating performance and deciding how to allocate resources to operations.


The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the financial statements in the period of initial application.


2.2.2    Adoption of IFRS 7, Financial Instruments: Disclosures 

IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. The Group has applied IFRS 7 from the annual period beginning 1 July 2007.

 

2.2.3    Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group

At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Group. 


IAS 23 Borrowing Costs (Revised) (effective from 1 January 2009) 

The revised standard requires the capitalisation of borrowing costs, to the extent they are directly attributable to the acquisition, production or construction of qualifying assets that need a substantial period of time to get ready for their intended use or sale. In accordance with the transitional provisions of the revised standard the Group capitalises borrowing costs relating to qualifying assets for which the commencement date is on or after the effective date. No retrospective restatement will be made for borrowing costs that have been expensed for qualifying assets with a commencement date before the effective date. The revised standard will decrease the Group's reported interest expense and increase the capitalised cost of qualifying assets under construction in future periods. The capitalisation is primarily related to some of the Group's development projects.


IFRS 3 Business Combinations (Revised 2008) (effective from 1 July 2009) 

The standard is applicable for business combinations occurring in reporting periods beginning on or after 1 July 2009 and will be applied prospectively. The new standard introduces changes to the accounting requirements for business combinations, but still requires use of the purchase method, and will have a significant effect on business combinations occurring in reporting periods beginning on or after 1 July 2009.  The Group is required to adopt Revised IFRS 3 for business combinations when the acquisition date is on or after 1 July 2009, with prospective application required.


IAS 27 Consolidated and Separate Financial Statements (Revised 2008)

(effective from 1 July 2009) 

The revised standard introduces changes to the accounting requirements for the loss of control of a subsidiary and for changes in the Group's interest in subsidiaries. Management does not expect the standard to have a material effect on the Group's financial statements. 


Annual Improvements 2008 

The IASB has issued Improvements for International Financial Reporting Standards 2008. Most of these amendments become effective in annual periods beginning on or after 1 January 2009. The Group expects the amendment to IAS 23 Borrowing Costs to be relevant to the Group's accounting policies. The amendment clarifies the definition of borrowing costs by reference to the effective interest method. This definition will be applied for reporting periods beginning on or after 1 January 2009, however forecasts indicate the effect to be insignificant. Smaller amendments are made to several other standards, however, these amendments are not expected to have a material impact on the 
Group's financial statements. 


3      Summary of significant accounting policies

 

3.1    Presentation of consolidated financial statements 

The financial statements are presented in United States dollars (USD) and all values are rounded to the nearest thousand ('000) unless otherwise indicated.


The significant accounting policies that have been used in the preparation of these consolidated financial statements are summarised below. These policies have been consistently applied to all the years presented unless otherwise stated.


The preparation of consolidated financial statements in accordance with IFRS requires the use of certain accounting estimates and assumptions. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 4 to the consolidated financial statements.


3.2    Basis of consolidation

The consolidated financial statements of the Group for the year ended 30 June 2008 comprise the Company and its subsidiaries (together referred to as the 'Group') and the Group's interests in associates and jointly controlled entities. 


3.3    Subsidiaries

Subsidiaries are all entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from their activities. In assessing control, potential voting rights that presently are exercisable or convertible, along with contractual arrangements, are taken into account. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are excluded from consolidation from the date that the control ceases. Majority subsidiaries of the Group have a reporting date of 30 June.


In addition, acquired subsidiaries are subject to application of the purchase method. This involves the revaluation at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated balance sheet at their revalued amounts, which are also used as the basis for subsequent measurement in accordance with the Group's accounting policies. Goodwill represents the excess of acquisition cost over the fair value of the Group's share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Negative goodwill is immediately allocated to the statement of income as at the acquisition date.


All inter-company balances and significant inter-company transactions and resulting unrealised profits or losses (unless losses provide evidence of impairment) are eliminated on consolidation.


A minority interest represents the portion of the profit or loss and net assets of a subsidiary attributable to an equity interest that is not owned by the Group. It is based upon the minority's share of post-acquisition fair values of the subsidiary's identifiable assets and liabilities, except where the losses applicable to the minority in the subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are taken to the consolidated statement of income, unless the minority has a binding obligation to, and is able to, make good the losses. When the subsidiary subsequently reports profits, the profits applicable to the minority are taken to the consolidated statement of income until the minority's share of losses previously taken to the consolidated statement of income is fully recovered.


Changes in ownership interests in a subsidiary that do not result in gaining or losing control of the subsidiary are accounted for using the parent entity method of accounting whereby the difference between the consideration paid and the proportionate change in the parent entity's interest in the carrying value of the subsidiary's net assets is recorded as additional goodwill. No adjustment is made to the carrying value of the subsidiary's net assets as reported in the consolidated financial statements.


3.4    Associates and jointly controlled entities

Associates are those entities over which the Group is able to exert significant influence, generally accompanying a shareholding of between 20% to 50% of voting rights, but which are neither subsidiaries nor investments in joint ventures. In the consolidated financial statements, investments in associates are initially recorded at cost and subsequently accounted for using the equity method.


A jointly controlled entity is a contractual arrangement whereby two or more parties undertake an economic activity where the strategic, financial and operating decisions relating to the activity require the unanimous consent of the venturers. 


Under the equity method, the Group's interest in an associate or jointly controlled entity is carried at cost and adjusted for the post-acquisition changes in the Group's share of the associate's or jointly controlled entity's net assets less any identified impairment loss, unless it is classified as held for sale or included in a disposal group that is classified as held for sale. The consolidated statement of income includes the Group's share of the post-acquisition, post-tax results of the associate or jointly controlled entity for the year, including any impairment loss on goodwill relating to the investment in associate or jointly controlled entity recognised for the year. 


All subsequent changes to the Group's share of interest in the equity of the associate are recognised in the carrying amount of the investment. Changes resulting from the profit or loss generated by the associate are reported within 'Share profit of associates, net' in profit or loss. These changes include subsequent depreciation, amortisation or impairment of the fair value adjustments of assets and liabilities. 


When the Group's share of losses in an associate or jointly controlled entity equals or exceeds its interest in the associate or jointly controlled entity, the Group does not recognise further losses, unless it has legal or constructive obligations, or made payments, on behalf of the associate or jointly controlled entity.


Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate or jointly controlled entity recognised at the date of acquisition is recognised as goodwill. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group, plus any costs directly attributable to the investment.


Goodwill is included within the carrying amount of an investment and is assessed for impairment as part of the investment. After the application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group's investments in its associates and jointly controlled entities. At each balance sheet date, the Group determines whether there is any objective evidence that an investment in an associate or jointly controlled entity is impaired. If such indications are identified, the Group calculates the amount of impairment as being the difference between the recoverable amount of the associate or jointly controlled entity and its respective carrying amount.


Unrealised gains on transactions between the Group and its associates and jointly controlled entities are eliminated to the extent of the Group's interest in an associate or jointly controlled entity. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.


3.5    Functional and presentation currency

The consolidated financial statements are presented in United States Dollars (USD) ('the presentation currency'). The financial statements of each consolidated entity are prepared in either USD or the currency of the primary economic environment in which the entity operates ('the functional currency'), which for most investments is Vietnamese Dong. USD is used as the presentation currency because it is the primary basis for the measurement of the performance of the Group (specifically changes in the Net Asset Value of the Group) and a large proportion of significant transactions of the Group are denominated in USD. 


3.6    Foreign currency translation

In the individual financial statements of the consolidated entities, transactions arising in currencies other than the functional currency of the individual entity are translated at exchange rates in effect on the transaction dates. Monetary assets and liabilities denominated in currencies other than the functional currency of the individual entity are translated at the exchange rates in effect at the balance sheet date. Translation gains and losses and expenses relating to foreign exchange transactions are recorded in the consolidated statement of income.


In the consolidated financial statements all separate financial statements of subsidiaries, if originally presented in a currency different from the Group's presentation currency, are converted into USD. Assets and liabilities are translated into USD at the closing rate of the balance sheet date. Income and expenses are converted into the Group's presentation currency at the average rates over the reporting period. Any differences arising from this translation are charged to the currency translation reserve in equity.


3.7    Revenue recognition

Goods and services rendered

Revenue from sale of goods is recognised in the consolidated statement of income when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered is recognised in the statement of income in proportion to the stage of completion of the transaction at the balance sheet date. No revenue is recognised if there are significant uncertainties regarding the ultimate receipt of the proceeds or the reasonable estimation of the associated costs of the sale, or the possibility of the return of the goods.


Rental income

Rental income from investment property is recognised in the consolidated statement of income on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income.    


Interest income

Interest income is recognised on an accrual and, if applicable, effective yield basis.


Dividend income

Dividend income is recorded when the Group's right to receive the dividend is established.


3.8    Expense recognition

Borrowing costs

Borrowing costs, comprising interest and related costs, are recognised as an expense in the period in which they are incurred, except for borrowing costs relating to the construction of property, plant and equipment and investment property under development, which are capitalised as a cost of the related assets.


Operating lease payments

Payments made under operating leases are recognised in the consolidated statement of income on a straight-line basis over the term of the lease. Lease incentives received are recognised in the statement of income as an integral part of the total lease expense.


Finance lease payments

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.


3.9    Intangible assets

Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Expenditure on internally generated goodwill and brands is recognised in the statement of income as an expense when incurred.


Amortisation

Amortisation is charged to the statement of income on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:


Software        3 to 5 years


3.10    Goodwill

Goodwill represents the excess of the cost of acquisition of subsidiary companies and associated companies over the Group's share of the fair value of their identifiable net assets at the date of acquisition.


Goodwill is recognised at cost less any accumulated impairment losses. The carrying value of goodwill is subject to an annual impairment review and whenever events or changes in circumstances indicate that it may not be recoverable. An impairment charge will be recognised in the statement of income when the results of such a review indicate that the carrying value of goodwill is impaired (see accounting policy 3.17).


Negative goodwill represents the excess of the Group's interest in the fair value of identifiable net assets and liabilities over cost of acquisition. It is recognised directly in the statement of income at the date of acquisition.


Gains and losses on disposal of an entity include the carrying amount of goodwill relating to the entity disposed of.


3.11    Investment properties

Investment properties are properties owned or held under finance lease to earn rentals or capital appreciation, or both, or held for a currently undetermined use. Property held under operating leases (including leasehold land) that would otherwise meet the definition of investment property is classified as investment property on a property by property basis. If a leased property does not meet this definition it is recorded as an operating lease.


Investment properties are stated at fair value. Two independent valuation companies, with appropriately recognised professional qualifications and recent experience in the location and category being valued, value each property each year. On the valuation date, the fair value is estimated assuming that there is an agreement between a willing buyer and a willing seller in an arm's length transaction after proper marketing; wherein the parties had each acted knowledgeably, prudently and without compulsion. The valuations are prepared based upon direct comparison with sales of other similar properties in the area and the expected future discounted cash flows of a property using a yield that reflects the risks inherent in those cash flows. Valuations are reviewed and approved by the Valuation Committee of the Board of Directors. The Valuation Committee may adjust valuations if there are factors that the external independent valuers have not considered in their determination of a property's fair value.  


Any gain or loss arising from a change in fair value is recognised in the income statement. Rental income from investment property is accounted for as described in the accounting policy 3.7.


When an item of property, plant and equipment is transferred to investment property following a change in its use, any differences arising at the date of transfer between the carrying amount of the item immediately prior to transfer and its fair value is recognised directly in equity if it is a gain. Upon disposal of the item the gain is transferred to retained earnings. Any loss arising in this manner is recognised in the statement of income immediately.


Property where more than 10% of the property is occupied by the Group for the production or supply of goods and services, or for administration purposes, is accounted for as property, plant and equipment (see accounting policy 3.13).


3.12    Investment property under development 

Property that is being constructed or developed for future use as investment property is classified as investment property under development (development projects) and stated at cost until construction or development is complete, at which time it is reclassified and subsequently accounted for as investment property. At the date of transfer, the difference between fair value and cost is recorded as income in the consolidated statement of income. 


All costs directly associated with the purchase and construction of a property, and all subsequent capital expenditures for the development qualifying as acquisition costs are capitalised.


Borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production of a qualifying asset. Capitalisation of borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Capitalisation of borrowing costs continues until the assets are substantially ready for their intended use. If the resulting carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognised. The capitalisation rate is arrived at by reference to the actual rate payable on borrowings for development purposes or, with regard to that part of the development cost financed out of general funds, to the average rate. 


3.13    Property, plant and equipment

Owned assets

All property, plant and equipment, except buildings, are stated at cost less accumulated depreciation and impairment losses (see accounting policy 3.17). The cost of self-constructed assets includes the cost of materials, direct labour, overheads and the initial estimate of the costs of dismantling and removing the items and restoring the site on which they are located.


Buildings are revalued to fair value in accordance with the methods set out in accounting policy 3.11. Any surplus arising on the revaluation is recognised in a revaluation reserve within equity, except to the extent that the surplus reverses a previous revaluation deficit on the building charged to the consolidated statement of income, in which case a credit to that extent is recognised in the consolidated statement of income. Any deficit on revaluation is charged in the consolidated statement of income except to the extent that it reverses a previous revaluation surplus on a building, in which case it is taken directly to the revaluation reserve. Any revaluation surplus remaining in equity on disposal of the asset is transferred to retained earnings.


If an investment property is reclassified as property, plant and equipment its fair value at the date of reclassification becomes its deemed cost for subsequent accounting.


Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.


Leased assets

Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Property, plant and equipment and investment property acquired by way of a finance lease is stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses.  


Subsequent expenditure

The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. The carrying values of any parts replaced as a result of such replacements are expensed at the time of replacement. All other costs associated with the maintenance of property, plant and equipment are recognised in the statement of income as incurred.


Depreciation

Depreciation is charged to the statement of income on a straight-line basis over the estimated useful lives of property, plant and equipment, and major components that are accounted for separately. The estimated useful lives are as follows:


Buildings and leasehold land improvement    5 to 20 years

Plant and machinery                                   5 to 10 years

Office equipment, furniture and fixtures         4 to 9 years

Motor vehicles                                            5 to 10 years


Material residual value estimates and estimates of useful lives are updated as required , but reviewed at least annually, irrespective of whether or not the assets are revalued.


Assets held under finance leases which do not transfer title to the assets to the Group at the end of the lease are depreciated over the shorter of the estimated useful lives shown above and the term of the lease.


3.14    Leases

Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases (see accounting policy 3.13). 


Leases which do not transfer substantially all the risks and rewards of ownership to the Group are classified as operating leases. Where the Group has the use of an asset held under an operating lease, payments made under the lease are charged to the statement of income on a straight line basis over the term of the lease. Prepayments for operating leases represent property held under operating leases where a portion, or all, of the lease payments have been paid in advance, and the properties cannot be classified as an investment property.



3.15    Financial assets

Financial assets are divided into the following categories: loans and receivables; and financial assets at fair value through profit or loss, available for sale financial assets; and financial assets held to maturity.

Management determines the classification of its financial assets at initial recognition depending on the purpose for which the financial assets were acquired. Where allowed and appropriate management re-evaluates this designation at each reporting date. The designation of financial assets is based on the investment strategy set out in the Group's Admission Document to the London Stock Exchange's Alternative Investment Market, dated 24 September 2003.

All financial assets are recognised when, and only when, the Group becomes a party to the contractual provisions of the instrument. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at a fair value through profit or loss, directly attributable transaction costs.

Derecognition of financial assets occurs when the rights to receive cash flows from the investments expires or are transferred and substantially all of the risks and rewards of ownership have been transferred. At each balance sheet date, financial assets are reviewed to assess whether there is objective evidence of impairment. If any such evidence exists, any impairment loss is determined and recognised based on the classification of the financial assets.

The Group's financial assets consist primarily of listed, unlisted equities, bonds, loans and receivables.  


Loans and receivables

All loans and receivables, except trustee loans, are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition these are measured at amortised cost using the effective interest method, less provision for impairment. Any change in their value is recognised in profit or loss. The Group's trade and most other receivables fall into this category of financial instruments. Discounting, however, is omitted where the effect of discounting is immaterial.

Significant receivables are considered for impairment on a case-by-case basis when they are overdue at the balance sheet date or when objective evidence is received that a specific counterparty will default.


Financial assets at fair value through profit or loss 

Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or are designated by the entity to be carried at fair value through profit or loss upon initial recognition. By definition, all derivative financial instruments that do not qualify for hedge accounting fall into this category. Other financial assets at fair value through profit or loss held by the Company include listed and unlisted securities and trustee loans.

Any gain or loss arising from derivative financial instruments is based on changes in fair value, which is determined by direct reference to active market transactions or using industry standard valuation techniques where no active market exists.

Financial assets at fair value through profit and loss include trustee loans to banks and other parties where the Group receives interest and other income on the loans calculated based on the proceeds from the sales of specific assets held by the counterparties. Fair value is determined based on the expected future discounted cash flows from each loan.


Available-for-sale financial assets 

Available-for-sale financial assets are non-derivative financial assets that do not qualify for inclusion in any of the other categories of financial assets. All financial assets within this category are subsequently measured at fair value. Gains and losses arising from changes in their fair values are recognised directly in equity, except for impairment losses, until the financial asset is derecognised, at which time the cumulative gain or loss previously recognised in equity would be recognised in the statement of income.


For available for sale investment in equity securities that do not have a quoted market price in an active market and whose fair value cannot be reliably measured, they are measured at cost less any identified impairment losses at each balance sheet date subsequent to initial recognition. 


Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities. Investments are classified as held-to-maturity if it is the intention of the Group to hold them until maturity. The Group currently holds bonds which fall within this category of financial assets.  


Held-to-maturity investments are subsequently measured at amortised cost using the effective interest rate method. In addi­tion, if there is objective evidence that the investment has been impaired, the financial asset is measured at the present value of estimated cash flows. Any changes to the carrying amount of the investment are recognised in the statement of income.


3.16    Inventories

Inventories are stated at the lower of cost and net realisable value.  Cost includes all expenses directly attributable to the manufacturing process as well as suitable portions of related pro­duction overheads, based on normal operating capacity. Financing costs are not taken into consideration. Costs of ordinarily interchangeable items are assigned using the first in, first out cost formula.  Net realisable value is the estimated selling price in the or­di­nary course of business less any applicable selling expenses.


3.17    Impairment of assets

The Group's goodwill; intangible assets; operating lease prepayments; property, plant and equipment; property held for development; and interests in associates and jointly controlled entities are subject to impairment testing.


For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill in particular is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management controls the related cash flows.


All individual assets or cash generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.


An impairment loss is recognised as an expense immediately for the amount by which the asset's carrying amount exceeds its recoverable amount unless the relevant asset is carried at a revalued amount under the Group's accounting policy, in which case the impairment loss is treated as a revaluation decrease according to that policy. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the assets. 


3.18    Income taxes

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods that are unpaid at the balance sheet date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate based on the taxable profit for the year. All changes to current tax assets or liabilities are recognised as a component of tax expense in the statement of income. 


Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.  


Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will be able to be offset against future taxable income. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.


Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantially enacted at the balance sheet date. Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of income. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that is charged directly to equity are charged or credited directly to equity.


3.19    Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand as well as short term highly liquid investments such as money market instruments and bank deposits with an original maturity term of not more than three months. 


3.20    Equity

Share capital is determined using the nominal value of shares that have been issued. Additional paid-in capital includes any premiums received on the initial issuance of the share capital. Any transaction costs associated with the issuing of shares are deducted from additional paid-in capital, net of any related income tax benefits.


Revaluation reserve represents the surplus arising on the revaluation of the Group's owned buildings which are classified under property, plant and equipment. 


Currency translation differences on net investment in foreign operations are included in the translation reserve.


Retained earnings include all current and prior period results as disclosed in the consolidated statement of changes in equity.


3.21    Financial liabilities

The Group's financial liabilities include trade and other payables and other liabilities. 


Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest related charges are recognised as an expense in finance costs in the statement of income.


Trade payables are recognised initially at their fair value and subsequently measured at amortised cost, using the effective interest rate method.


Borrowings are raised for support of long term funding of the Group's investments. They are recognised at fair value.


A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.


3.22    Provisions, contingent liabilities and contingent assets

Provisions are recognised when present obligations will probably lead to an outflow of economic resources from the Group that can be reliably estimated. A present obligation arises from the presence of a legal or constructive obligation that has resulted from past events. Provisions are not recognised for future operating losses.


Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the balance sheet date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Long term provisions are discounted to their present values, where the time value of money is material.  


All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate of Group's management.


The Group does not recognise a contingent liability but discloses its existence in the financial statements. A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in the rare circumstance where there is a liability that cannot be recognised because it cannot be measured reliably.


A contingent asset is a possible asset that arises from past events that's existence will be confirmed by uncertain future events beyond the control of the Group. The Group does not recognise contingent assets but discloses their existence when inflows of economic benefits are probable, but not virtually certain.


3.23    Related parties

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.  Parties are considered to be related to the Group if:

 

      1.    directly or indirectly, a party controls, is controlled by, or is under common control with the Group; has an

             interest in the Group that gives it significant influence over the Group; or has joint control over the Group; 

2.    a party is a jointly-controlled entity;

3.    a party is an associate; 

4.    a party is a member of the key management personnel of the Group; or

5.    a party is a close family member of the above categories.


3.24    Segment reporting

An investment segment is a group of assets that are subject to risks and returns that are different from those of other business segments.


A geographical segment is a particular economic environment that is subject to risks and return that are different from those of segments operating in other economic environments.


3.25    Earnings per share and net asset value per share 

The Group presents basic earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.  


Net asset value (NAV) per share is calculated by dividing the net asset value attributable to ordinary shareholders of the Company by the number of outstanding ordinary shares as at the balance sheet date. Net asset value is determined as total assets less total liabilities and minority interest. 


4       Critical accounting estimates and judgements

When preparing the financial statements management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. Information about significant judgements, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below. 


Fair value of investment properties and buildings

The investment properties and buildings of the Group are stated at fair value in accordance with the accounting policies 3.11. The fair values of investment properties and buildings have been determined by independent professional valuers including: CB Richard Ellis; Savills; Colliers and Sallmans. These valuations are based on certain assumptions, which are subject to uncertainty and might materially differ from the actual results.


Fair value of financial instruments

For unlisted securities which are traded in an active market, the fair value is the average quoted bid price obtained from a minimum sample of three reputable securities companies at the balance sheet date.


The fair value of financial instruments that are not traded in an active market (for example, unlisted securities where market prices are not readily available) is determined by using valuation techniques. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each balance sheet date. The outcome may vary from the actual prices that would be achieved in an arm's length transactions at the reporting date. 

 

Impairment 

Trade and other receivables

The Group's management considers the need to provide for the impairment of trade and other receivables on a regular basis. This estimate is based on the credit history of its customers and prevailing market conditions. 


Other assets

The Group's goodwill; intangible assets; operating lease prepayments; property, plant and equipment; property held for development; and interests in associates and jointly controlled entities are subject to impairment testing in accordance with the accounting policy stated in note 3.17.


In the process of reviewing for impairment, the Group's management makes assumptions about future cash flows and discount rates associated with market risk and asset specific risk factors. The impairment assessment is an estimate and consequently the actual results achieved if the assets were disposed at the balance sheet date may differ to the current book value recorded by the Group.


Business combinations 

On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of financial position at their fair values. In measuring fair value management uses estimates about future cash flows and discount rates or independence valuation reports for investment properties and buildings, however, the actual results may vary. Any measurement changes upon initial recognition would affect the measurement of goodwill. Details of acquired assets and liabilities are given in note 6. 


5       Segment reporting



As at 30 June 2008

As at 30 June 2007


Vietnam

Outside Vietnam

Total

Vietnam

Outside Vietnam

Total


USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Total assets







Capital markets

360,516

12,078

372,594

582,939

31,444

614,383

Private equity

24,205

-

24,205

26,015

-

26,015

Real estate

302,438

-

302,438

161,213

-

161,213

Cash

22,085

2,202

24,287

121,626

1,548

123,174


709,244

14,280

723,524

891,793

32,992

924,785

 


As at 30 June 2008

As at 30 June 2007


Vietnam

Outside Vietnam

Total

Vietnam

Outside Vietnam

Total


USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Net Profit (loss)







Capital markets

(500,948)

-

(500,948)

228,442

9,196

237,638

Private equity

2,916

-

2,916

(9,537)

-

(9,537)

Real estate

76,386

-

76,386

30,960

-

30,960

Cash

5,976

13

5,989

2,994

3,308

6,302


(415,670)

13

(415,657)

252,859

12,504

265,363


 

Segment information is presented in respect to the Group's investment and geographical segments. The primary reporting format, investment segments, is based on the investment manager's management and monitoring of investments. Investments are allocated into four main segments: capital markets, private equity, real estate (including real estate related loans) and cash (including term deposits and bonds). The Group's secondary reporting format, geographical segments, includes Vietnam and the regions outside Vietnam. 

 

To determine the geographical segments for financial instruments the following rules have been applied:

  • Listed shares − place of primary listing;

  • Unlisted shares − place of incorporation of the issuer;

  • Private equity − place of incorporation of the issuer;

  • Real estate − location of property; and

  • Cash − place of deposit.


6       Acquisition of subsidiaries and associate


Additional acquisition of Vietnam Hospitality Ltd. 

As of 30 June 2007, the Group held a beneficial interest of 80% in Vietnam Hospitality Ltd, a company incorporated in the British Virgin Islands. The principal activity of this company is to jointly invest and manage S.E.M Thong Nhat Hotel Metropole project which is a five-star hotel located in Vietnam. On 5 March 2008, the Group acquired additional 20% interest in Vietnam Hospitality Ltd. and this acquisition increased the Group's beneficial ownership in Vietnam Hospitality to 100%.  The total cost of the additional acquisition was USD7.1 million which was settled in cash.



The fair value amounts recognised for each class of the acquiree's assets, liabilities and contingent liabilities at the acquisition date were as follows:



Assets

USD'000

Liabilities

USD'000

Current assets


Current liabilities


Cash and cash equivalents

  5,522

Payable to related party

1,104

Investment in subsidiary

31,311



Total current assets

36,833

Total current liabilities

1,104

Non-current asset


Equity




Share capital

12,629



Retained earnings

23,100

Total

36,833


36,833


Acquisition VinaCapital Dai Phuoc Corporation (Dai Phuoc Lotus Project)

On 1 April 2008, the Group acquired 100% interest in Allright Assets Limited, a company incorporated in the British Virgin Islands by VinaLand Ltd, a related party, which owned 18% interest in VinaCapital Dai Phuoc Corporation (Dai Phuoc Lotus Project). The principal activity of this project is to invest and build up an urban residential and resort area of about 200ha located in Vietnam. The total cost of the acquisition was USD21,017,235, which was settled in cash.


The fair value amounts recognised for each class of the acquiree's assets, liabilities and contingent liabilities at the acquisition date were as follows:


Assets

USD'000

Liabilities

USD'000

Current assets


Current liabilities


Cash and cash equivalents

2

Payable to related party

21,019

Investment in associate

21,017



Total current assets

21,019

Total current liabilities

21,019

Non-current asset

-

Equity

-

Total

21,019


21,019


 

Allright Assets Limited and VinaCapital Dai Phuoc Corporation contributed a profit of USD4.55 million to the consolidated profit for the period from 1 April 2008 to the balance sheet date.

  Particulars of significant subsidiaries

Name

Place of incorporation/operations

Nominal value of issued share capital/registered capital

USD

Percentage interest held by the Group

Principal activities






Asia Value Investment Ltd

BVI

50,000

100%

Investment

Vietnam Enterprise Ltd

BVI

50,000

100%

Investment

Vietnam Investment Property Ltd

BVI

50,000

100%

Investment

Vietnam Investment Property Holdings Ltd


BVI

50,000

100%

Investment

Vietnam Investment Ltd

BVI

50,000

100%

Investment

Vietnam Ventures Ltd

BVI

50,000

100%

Investment

VOF Investment Ltd

BVI

50,000

100%

Investment

Vina QSR Limited

BVI

50,000

100%

Investment

Indochina Building Supplies Pte Ltd.

Singapore

3,384,000

100%

Building materials

American Home Limited

Vietnam

23,400,000

75%

Building materials

Indotel Limited

Singapore

3,480,000

57.7%

Hospitality

Bivi Investment JS Co. Ltd.

Vietnam

2,009,024

100%

Investment

Pegasus Leisure Limited

BVI

2,475,000

100%

Property

Saigon Water Park

Vietnam

3,536,000

100%

Property

A&B JSC

Vietnam

1,476,254

50.1%

Property

Allright Assets Limited

BVI

100

100%

Investment

Vietnam Hospitality Ltd.

BVI

50,000

100%

Investment

PA Investment Opportunity II Limited

BVI

23,104,000

66.4%

Investment

VinaSugar Holding Limited

BVI

nil

100%

Investment


7       Investment properties


30 June 2008

30 June 2007


USD'000

USD'000

Opening balance

16,852

Acquisition of a subsidiary

-

14,000

Additions

931

1,728

Net gain on fair value adjustments

12,429

 1,124 

Closing balance

30,212

 16,852


In which:


30 June 2008

30 June 2007


USD'000

USD'000

A&B Tower project

25,339

14,000

Binh Trieu Apartment project

2,818

1,728

Vista Villas project

1,124

1,124

Marie Curie Suites project

931

-


30,212

16,852 


The net gain on fair value adjustments of investment properties relates to the revaluation of the leasehold land for A&B Tower project and Binh Trieu Apartment project during the year by independent professional qualified valuers mentioned in Note 4.


8       Property, plant and equipment

For the year ended 30 June 2008:



Buildings and leasehold land improvements

Plant and machinery

Office

equipment

Furniture and fixtures

Motor

vehicles

Construction in progress (CIP)

Total


USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Gross carrying

amount







1 July 2007

6,203

15,158

5,447

544

396

-

27,748

Transfer from CIP

13

-

-

7


(20)

-

New purchases

-

92

3

9

-

264

368

Disposals

(1)

-

-

(14)

-

-

(15)

Write-off

(38)

-

(173)

(9)

-

-

(220)

Translation differences

(259)

(637)

(130)

(22)

(17)


-

(1,065)

30 June 2008

5,918

14,613

5,147

515

379

244

26,816









Depreciation and impairment







1 July 2007

(3,490)

(14,968)

(5,443)

(461)

(359)

-

(24,721)

Charge for the year

(273)

(80)

(2)

(35)

(9)


-

(399)

Disposals

1

-

-

15

-

-

16

Write-off

38

-

173

9

-

-

220

Translation differences

156

632

130

20

15


-

953

30 June 2008

(3,568)

(14,416)

(5,142)

(452)

(353)

-

(23,931)









Carrying amount 








1 July 2007

2,713

190

4

83

37

-

3,027

30 June 2008

2,350

197

5

63

26

244

2,885


  For the year ended 30 June 2007:



Buildings and leasehold improvements

Plant and machinery

Office equipment

Furniture and fixtures

Motor vehicles

Total


USD'000

USD'000

USD'000

USD'000

USD'000

USD'000

Gross carrying amount







1 July 2006

  6,495 

  15,759 

  5,602 

  556 

  407 

  28,819 

New purchases

  18 

  -  

  1 

  2 

  -  

  21 

Acquisition of subsidiary

  7 

  -  

  -  

  3 

  -  

  10 

Disposals

  (7)

  -  

  (12)

  (4)

  (14)

  (37)

Write offs

  (99)

  -  

  (96)

  -  

  -  

  (195)

Translation differences

  (211)

  (600)

  (48)

  (13)

  4 

  (868)

30 June 2007

  6,203 

  15,159 

  5,447 

  544 

  397 

  27,750 








Depreciation and impairment






1 July 2006

  (3,452)

  (15,514)

  (4,729)

  (465)

  (383)

  (24,543)

Charge for the year

  (241)

  (45)

  (267)

  (17)

  (4)

  (574)

Disposals

  5 

  -  

  11 

  4 

  14 

  34 

Impairment loss

  -  

  -  

  (594)

  -  

  -  

  (594)

Write offs

  99 

  -  

  96 

  -  

  -  

  195 

Translation differences

  99 

  590 

  40 

  17 

  13 

  759 

30 June 2007

  (3,490)

  (14,969)

  (5,443)

  (461)

  (360)

  (24,723)








Carrying amount 







1 July 2006

  3,043 

  245 

  873 

  91 

  24 

  4,276 

30 June 2007

  2,713 

  190 

  4 

  83 

  37 

  3,027 


9       Investment properties under development


30 June 2008

30 June 2007


USD'000

USD'000

Opening balance

2,239

2,272

Additional costs incurred

5,801

-

Translation difference

(60)

(33)

Closing balance

7,980

2,239


Including:



A&B Tower project

5,193

923

Marie Curie Suites project

1,453

645

Vista Villas project

1,135

633

Binh Trieu Apartment project

199

33

Other

-

5


7,980

2,239


  

10       Investments in associates


30 June 2008

30 June 2007


USD'000

USD'000

Opening balance

69,177

23,845

Additions from acquisition of associates, net - Note 33

36,733

9,869

Share of associates' profits, net - Note 33

62,292

21,038

Share of associates' change in revaluation reserves - Note 22

9,382

17,717

Reversal of impairment losses

-

232

Transferred to financial assets at fair value through profit or loss 

-

(1,544)

Translation differences

(29)

-

Dividends received

(1,670)

(1,980)

Closing balance

175,885

69,177


The closing balance consists of:


30 June 2008

30 June 2007


USD'000

USD'000

Hung Vuong Corporation

11,974

9,703

International School of Ho Chi Minh City

2,406

1,842

Kinh Do Property Limited

9,371

5,197

Phong Phu Investment Development Ltd.

1,873

768

T.D Corporation

1,052

1,114

Saigon Golf

10,581

1,250

S.E.M Thong Nhat Hotel Metropole

47,189

32,320

Pho Viet JV

3,839

2,349

VinaCapital Dai Phuoc Corporation

25,650

-

House and Urban Development Financial Investment Co.

3,224

-

Subsidiaries of VinaLand Limited

58,726

14,634

Total

175,885

69,177


  Particulars of operating associates and their summarised financial information, extracted from their audited/unaudited and/or management accounts as at 30 June 2008 are as follows:



Incorporation/ operation

Equity interest held

Principle activity

Account

status

Assets

Liabilities

Revenue

Profit/ (loss)



%



USD'000

USD'000

USD'000

USD'000

Hung Vuong Corporation

Vietnam

36.6

Property

Reviewed

58,343

45,294

6,423

1,780

International School of Ho Chi Minh City

Vietnam

35

Education

Mana-gement account

  12,132 

  8,857 

 11,758 

  1,692 

Kinh Do Property Limited

Vietnam

23.3

Property

Reviewed

38,798

2,414

-

(899)

Phong Phu Investment Development Ltd.

Vietnam

30

Investment

Reviewed

30,613

25,644

58

(50)

T.D Corporation

Vietnam

30

Property

Mana-gement account

3,425

97

-

(209)

Saigon Golf

Vietnam

20

Property

Reviewed

7,734

-

-

(386)

S.E.M Thong Nhat Hotel Metropole

Vietnam

36.06

Hospitality

Reviewed

47,452

6,467

26,458

5,641

Vietnam Property Holding Ltd.

BVI

25

Property

Audited

131,900

79,826

-

43,337

Prosper Big Ltd

BVI

25

Property

Audited

70,432

134

-

(321)

VinaCapital Danang Resorts Ltd

BVI

25

Property

Audited

71,289

27,660

-

37,104

Perimeter Investment Ltd

BVI

25

Property

Audited

1,089

1,092

-

(3)

Merrytime International Ltd

BVI

20

Property

Audited

3,086

3,092

-

(6)

VinaCapital Commercial Center Ltd (*)

BVI

21.55

Property

Audited

84,479

3,404

-

71,513

VinaCapital Development Ltd

BVI

25

Property

Audited

540

540

-

-

Bantam Investment Ltd

BVI

25

Property

Audited

5,417

5,417

-

-

Avante Global Ltd

BVI

25

Property

Audited

1,810

1,810

-

-

Pacific Alliance Land Ltd

BVI

25

Property

Audited

47,950

47,629

-

319

Hoi An Development

BVI

25

Property

Audited

142

142

-

-

Daybreak Overseas Ltd

BVI

25

Property

Audited

1,810

1,810

-

-

House & Urban Development Financial Investment Co.

Vietnam

30

Property

Reviewed

5,990

3

-

(18)

VinaCapital Dai Phuoc Corporation

BVI

18

Property

Audited

104,029

52,771

-

25,947

Maplecity Investment Limited

BVI

25

Hospitality

Audited

128,328

71,540

30,957

7,850

Sunbird Group Ltd

BVI

25

Property

Audited

7,439

7,632

-

(5,231)

VinaLand Espero Limited

BVI

25

Property

Audited

150,197

95,065

-

27,161

Cypress Assets Ltd

BVI

25

Hospitality

Audited

30,203

26,797

-

(2,149)

Roxy Assets Ltd

BVI

25

Hospitality

Audited

24,750

19,297

-

256

Standbrook Global Ltd

BVI

25

Property

Audited

26,145

31,083

-

(4,863)



(*) During the year, the Group sold 1,225 Class A shares of its interest in VinaCapital Commercial Center Limited. Under the Share Sale and Purchase Agreement, the Buyer has been granted a right to acquire an additional 1,225 Class B shares in this company from the Group.


11       Long-term investments


30 June 2008

30 June 2007


 USD'000 

USD'000

Indochina Industries Food Pte Ltd. (*)

11,400

AA Land Corporation Limited

526

526

Non-listed equity shares 

-

1,201 

Other

-

227

 

11,926

1,954 


(*) The investment in shares of Indochina Industries Food Pte Ltd. is classified as financial asset available for sale and is stated at cost as the shares are not traded in an active quoted market and there is a lack of available market information to determine fair value of the shares.

12       Prepayments for operating leases


30 June 2008

30 June 2007


USD'000

USD'000

Opening balance

1,971

  2,109 

Charge for the year

(116)

  (58)

Translation difference

(78)

  (80)

Closing balance

1,777

  1,971 


Prepayments for operating leases relates to the land occupied by American Home Limited, a subsidiary of the Group, until 2024. The prepayment is allocated to the statement of income over the life of the lease.


13       Goodwill


30 June 2008

30 June 2007


USD'000

USD'000

Opening balance

1,752

1,719

Increase

-

33

Goodwill written-off (*)

(1,719)

-

Closing balance

33

1,752


(*) The amount relates to goodwill written-off recognised for Saigon Water Park, a subsidiary of the Group.


14       Inventories


30 June 2008

30 June 2007


USD'000

USD'000

Raw materials and consumables

3,123

3,000

Merchandise

2,486

2,038


5,609

5,038

Provision for stock write-down

(283)

(283)

Closing balance

5,326

4,755


The inventory at the balance sheet date represents stock on hand held at American Home Limited, a subsidiary of the Group.


15       Trade and other receivables


30 June 2008

30 June 2007


USD'000

USD'000

Trade receivables

2,048

1,577

Prepayments to customers

804

34

Receivable for liquidated trustee loan 

2,478

-

Interest receivable

1,319

353

Dividends receivable

171

658

Other receivables

734

3,541

Other current assets

-

226


7,554

6,389

Provision for doubtful debts

(117)

-

 

7,437

6,389


As all trade and other receivables are short term in nature their carrying value is considered a reasonable approximation of their fair value as at balance sheet date.


16       Financial assets held at fair value through profit or loss


30 June 2008

30 June 2007


USD'000

USD'000

Designated at fair value through profit or loss:



Financial assets in Vietnam



Ordinary shares - listed

204,624

310,146

Ordinary shares - unlisted

150,367

269,584

Corporate bonds

5,118

3,858

Loan contracts at fair value through profit or loss 

-

9,543




Financial assets in countries other than Vietnam



Ordinary shares - listed

12,078

31,444

Total designated at fair value through profit or loss at inception

372,187

624,575

Total financial assets at fair value through profit or loss

372,187

624,575


These financial assets are denominated in the following currencies:



30 June 2008

30 June 2007

Currency

 USD'000 

USD'000

United States Dollars

12,078

31,444

Vietnamese Dong

360,109

593,131

 

372,187

624,575


The carrying amounts disclosed above are the Group's maximum possible credit risk exposure in relation to these instruments. See Note 36 for further information on the Group's exposure to credit risk.

Categories of financial assets and liabilities

The carrying amounts presented in the statement of financial position relate to the following categories of assets and liabilities:


Notes

30 June 2008

30 June 2007



USD'000

USD'000

Financial assets




Financial assets held for trading (carried at fair value through profit or loss)




Ordinary shares - listed and unlisted


367,069

611,174

Other short-term financial assets


-

9,543

Bonds


5,118

3,858

Short-term investment

17

1,806

47,941



373,993

672,516

Loans and receivables




Trade and other receivables

15, 33

73,134

66,873

Cash and cash equivalents

19

24,286

71,377



97,420

138,250

Financial liabilities




Financial liabilities measured at amortised cost:




Non-current:




Borrowings


3,963

-

Current:




Borrowings


1,069

-

Trade and other payables

23

15,588

80,983



20,620

80,983


See Note 3.16 for a description of the accounting policies for each category of financial instruments. The fair values are presented in the related notes. A description of the Group's risk management objectives and policies for financial instruments is given in Note 36.

17      Short-term investments

Short-term investments represent term deposits at local banks with term to maturity of more than three months to one year. Their carrying value is considered a reasonable approximation of their fair value as at balance sheet date.



18       Deposits for acquisitions of investments


30 June 2008

30 June 2007


USD'000

USD'000

Deposits for investment projects

14,871

7,234

Deposits for bid participation 

-

3,208


14,871

10,442


These deposits pertain to payments made by the Group to property vendors where the final transfer of the property is pending the approval of the relevant authorities and/or is subject to either the Group or the vendor completing certain performance conditions set out in agreements.


19      Cash and cash equivalents


30 June 2008

30 June 2007


USD'000

USD'000

Cash on hand

99

69

Cash at banks

9,004

71,308

Cash equivalents

15,183

-

 

24,286

71,377


20      Share capital


30 June 2008

30 June 2007


Number of shares

USD'000

Number of shares

USD'000

Authorised:

Ordinary shares of USD0.01 each


500,000,000


5,000


500,000,000


5,000






Issued and fully paid:





Opening balance

250,648,414

2,506

122,657,202

1,226

New shares issued

73,961,845

740

127,991,212

1,280

Closing balance

324,610,259

3,246

250,648,414

2,506


21      Additional paid-in capital

Additional paid-in capital represents the excess of consideration received over the par value of shares issued. 


30 June 2008

30 June 2007


USD'000

USD'000

Opening balance 

459,151

164,950

Additional paid-in capital during the year

271,078

303,340

Placement fee

(8,165)

(9,139)

Closing balance

722,064

459,151


22      Revaluation reserve


30 June 2008

30 June 2007


USD'000

USD'000

Opening balance

17,717

-

Additions



Addition: share gain on revaluation of associates properties (*)

9,382

17,717

Less: Share of gain attributable to minority interest of the Group

(8,636)

-

Closing balance

18,463

17,717


The Group's share of valuation gains resulting from revaluation of associates' properties have been recorded directly in the Group's revaluation reserve under shareholders' equity. 


(*) This amount represents the share of gains from the revaluation of property in S.E.M Thong Nhat Hotel Metropole during the year.


23      Trade and other payables


30 June 2008

30 June 2007


USD'000

USD'000

Trade payables

1,824

3,163

Other accrued liabilities

1,801

241

Tax payable

646

888

Other payables

1,750

529

 

6,021

4,821


As all trade and other payables are short term in nature, their carrying values are considered a reasonable approximation of their fair values as at balance sheet date.


24      Net changes in fair value of financial assets at fair value through profit or loss


30 June 2008

30 June 2007


USD'000

USD'000

Unrealised

(477,376)

255,441

Realised 

(3,816)

59,765


(481,192)

315,206


25      Selling, general and administration expenses


30 June 2008

30 June 2007


USD'000

USD'000

Management fee

18,064

12,012

Performance fee

-

68,851

Professional fee

1,352

407

Selling, general administration expenses

4,559

4,179

Other expenses

650

904

 

24,625

86,353


26      Other operating income


30 June 2008

30 June 2007


USD'000

USD'000

Disposal of investments 

5,622

-

Other income

998

598

 

6,620

598


27      Other operating expenses


30 June 2008

30 June 2007


USD'000

USD'000

Provision for uncollectible loan - Note 33

1,210

-

Other expenses

95

692

 

1,305

692


28      Financial income 


30 June 2008

30 June 2007


USD'000

USD'000

Interest and dividend income 

12,557

13,007

Other income

-

259

Realised gain from foreign exchange

47

-


12,604

13,266


29      Financial costs


30 June 2008

30 June 2007


USD'000

USD'000

Loan interest

1,611

866

Unrealised loss from foreign exchange

849

2,276

Realised loss on foreign exchange

270

-

Other expenses

6

-


2,736

3,142


30      Corporate income tax

Vietnam Opportunity Fund Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there is no income, State, corporation, capital gains or other taxes payable by the Company.


The majority of the Group's associates are domiciled in the British Virgin Islands (BVI) and so have a tax exempt status. Some of the subsidiaries are established in Singapore and have offshore operations in Vietnam. The income from these offshore operations is also tax exempt. 


A small number of subsidiaries are established in Vietnam and are subject to corporate income tax in Vietnam, however no provision for corporate income tax has been made for these Vietnamese subsidiaries of the Group for the year ended 30 June 2008 (30 June 2007: nil) All of the Vietnamese subsidiaries are in a position where there are no corporate income taxes payable because they either have incurred losses, or have unutilised tax holidays, or have sufficient carry-forward tax losses to offset any taxable income.


Under the laws of Vietnam, tax losses can be carried forward to offset against future taxable income for five years from the year the loss was incurred. The amount of unrecognised deferred tax assets of USD662,561 (30 June 2007: USD307,390) relates to losses which can be carried forward but has not been recorded due to uncertainty as to their recoverability.


31      Earnings per share

(a)       Basic

Basic loss/earnings per share is calculated by dividing the loss/profit attributable to shareholders of the Group by the weighted average number of ordinary shares on issue during the year.


30 June 2008

30 June 2007




(Loss) profit attributable to equity holders of the Group (USD)

 (417,003,649)

264,166,937

Weighted average number of ordinary shares on issue

295,633,427

197,318,742

Basic (loss) earnings per share (USD per share)

(1.41)

1.34


(b)       Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has no category of potentially dilutive ordinary shares. Therefore, diluted earnings per share is equal to basic earnings per share.


32      Directors' remuneration

The emoluments paid or payable to the directors during the year were as follows:


30 June 2008

30 June 2007


USD'000

USD'000

Horst Geicke

-

20

William Vanderfelt

20

20

Martin Glynn

5

-

Jonathan Choi

-

20

Bernard Grigsby

20

14

Don Lam

-

-

Philip Skevington

15

14


60

88


33      Related party transactions

Management fees

The Group is managed by VinaCapital Investment Management Limited (the 'Investment Manager'), an investment management company incorporated in the British Virgin Islands ('BVI'), under a management agreement dated 24 September 2003 (the 'Management Agreement'). The Investment Manager receives a fee based on the net asset value of the Group, payable monthly in arrears, at an annual rate of 2% (30 June 2007: 2%).


Total management fees for the year amounted to USD18,064,000 (30 June 2007: USD12,012,000), with USD1,170,000 (30 June 2007: USD1,417,000) in outstanding accrued fees due to the Investment Manager at the end of the year.


Performance fees

In accordance with the Management Agreement, the Investment Manager is also entitled to a performance fee equal to 20% of the realised returns over an annualised compounding hurdle rate of 8% (30 June 2007: hurdle rate of 8%).


There was no performance fee charge for the year (30 June 2007: USD68,851,000), with no (30 June 2007: USD68,778,000) outstanding accrued fee due to the Investment Manager at the end of the year.


Placement fees

When raising capital through the issuance of new Ordinary Share a commission equal to 3% of the subscription price multiplied by the total number of the shares allotted by the Group on admission is payable by the Group to the Investment Manager. The Investment Manager is responsible for paying placing agents that are engaged in respect to such subscriptions. The net proceeds of share subscriptions is recorded after netting off placement fees.


Total placement fees for the year amounted to USD8,165,000 (30 June 2007: USD9,139,000), with no (30 June 2007: nil) outstanding accrued fees due to the Investment Manager at the end of the year.


Other related party transactions and balances

During the year, the following significant transactions with related parties were recorded:


Related party

Relation

Transactions (USD'000)



Additional acquisitions

/investment 

Share profit/ (loss)

SEM Thong Nhat Hotel Metropole

Associate

4,336

2,820

House and Urban Development Financial Investment Co.

Associate

3,206

17

Hung Vuong Corporation

Associate

6

2,294

Kinh Do Property Limited

Associate

4,355

(180)

Pho Viet JV

Associate

1,253

237

T.D Corporation

Associate

-

(63)

International School of Ho Chi Minh City

Associate

-

564

Phong Phu Investment Development Ltd.

Associate

1,121

(15)

Saigon Golf

Associate

-

9,331

VinaCapital Dai Phuoc Corporation

Associate

21,017

4,633

Subsidiaries of VinaLand Limited

Associate

1,439

42,654



36,733

62,292


At 30 June 2008, the following balances were outstanding with related parties:




Receivables

Related party

Relation

Transaction

30 June 2008

30 June 2007




USD'000

USD'000

VinaLand Ltd

Common management

Loans receivable (*)

48,260

49,318



Interest receivable

234

-



Dividend receivable

263

-



Others

2,327

659

Hung Vuong Corporation

Associate

Loan and interest receivable

9,211

7,496

NORDICA Capital Square ApS

Minority shareholder

Disposal of investment

3,085

-

Phong Phu Investment Development Ltd.

Associate

Loan and interest receivable

2,317

2,651

International School of Ho Chi Minh City

Associate

Others

-

360




65,697

60,484





Payables

Related party

Relation

Transaction

30 June 2008

30 June 2007




USD'000

USD'000

VinaLand Ltd

Common management

Advances for real estate projects 

8,332

4,790

VinaCapital Investment Management Limited

Common management

Management fee

1,170

70,195




9,502

74,985


  (*) Loan receivables from VinaLand Ltd. subsidiaries are unsecured, bear interest at the SIBOR 6 month interest rate and are repayable by end of 2012. The loans are carried at amortised cost at the balance sheet date. Details of loan receivables as at 30 June 2008 are as follows:



30 June 2008

30 June 2007


USD'000

USD'000

VinaCapital Danang Resorts Ltd.

  2,501 

1,450

Cypress Assets Limited

  3,747 

2,134

Prosper Big Investment Limited

  8,202 

8,190

VinaCapital Long An Industry Ltd

  2,771 

317

VinaLand Espero Ltd

  9,182 

-

Maplecity Investments Ltd.

  14,193 

-

Greenstar Global Limited

  -  

3,890

Sunbird Group Limited

  1,706 

-

Vietnam Property Holding Ltd

  763 

21,091

VinaCapital Commercial Center Ltd

  202 

-

Standbrook Limited

  1,210  

7,460

VinaCapital Development Ltd

  125 

-

Roxy Assets Limited 

  4,868 

4,786


49,470

49,318

Provision for uncollectible loan (*)

(1,210)

-

 

  48,260 

49,318


(*) The amount represents provision for a prepayment on jointly acquisition of investment with VinaLand Ltd.


34      Commitments

As at 30 June 2008, the Group is committed under lease agreements and capital expenditure programs to pay the following future amounts:


30 June 2008

30 June 2007


USD'000

USD'000

Within one year

28

131

From two to five years

112

236

Over five years

1,205

1,287


1,345

1,654


35      Contingent liabilities

Taxation

Although the Company and some of its subsidiaries are incorporated in the Cayman Islands and the British Virgin Islands where they are exempt from tax, the Group's activities are primarily focused on Vietnam. In accordance with the prevailing tax regulations in Vietnam, if an entity was treated as having a permanent establishment, or as otherwise being engaged in a trade or business in Vietnam, the income attributable to or effectively connected with such permanent establishment or trade or business may be subject to tax in Vietnam. As at the date of this report the following information is uncertain:


  • Whether the Company and/or its subsidiaries are considered as having permanent establishments in Vietnam; and

  • The amount of tax that may be payable, if the income is subject to tax.


The implementation and enforcement of tax regulations in Vietnam can vary depending on numerous factors, such as the interpretation of the tax rules by the specific tax authority involved. The administration of laws and regulations by the local or provincial tax departments may be subject to considerable discretion, and in many areas, the legal framework is vague, contradictory and subject to conflicting interpretation. The Directors believe that it is unlikely that the Company and/or the subsidiaries incorporated in the Cayman Islands and the British Virgin Islands will be exposed to tax liabilities in Vietnam, and in the worse case, if tax is imposed on income arising in Vietnam it will not be applied retrospectively.  


As at 30 June 2008, due to the uncertainties mentioned above, no liability in relation to taxation has been recognised in the consolidated financial statements.

36      Risk management objectives and policies

The Group invests in listed and unlisted equity instruments, debt instruments, assets and other opportunities in Vietnam, overseas and neighbouring countries with the objective of achieving medium to long-term capital appreciation and providing investment income. 


The Group is exposed to a variety of financial risks: market risk (including currency risk, interest rate risk, and price risk); credit risk; and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group's risk management is coordinated by its Investment Manager who manages the distribution of the assets to achieve the investment objectives. The most significant financial risks the Group is exposed to are described below:


Foreign currency risk sensitivity

The Group's exposure to risk resulting from changes in foreign currency exchange rates is moderate as although transactions in Vietnam are settled in Vietnam Dong, the value of the Vietnam Dong has historically been closely linked to that of USD, the reporting currency.


The Group's financial assets and liabilities exposure to risk of fluctuations in foreign currency exchange rates at the balance sheet date were as follows:



Short-term exposure

Long-term exposure


VND

Others

VND

Other


USD'000

USD'000

USD'000

USD'000

30 June 2008





Financial assets

378,749

58

-

-

Financial liabilities

(6,636)

-

(1,886)

-

Total exposure

372,113

58

(1,886)

-






30 June 2007





Financial assets

656,932

30

1,719

-

Financial liabilities

(1,403)

-

-

-

Total exposure

655,529

30

1,719

-


Sensitivity analysis to a reasonably possible change in exchange rates

A 5% weakening of the VND against USD at the end of the year ended 30 June 2008 and 30 June 2007 would have impacted net income of the Group's equity by the amounts shown below. This percentage has been determined based on the average market volatility in exchange rates in the previous twelve months. This analysis assumes that all other variables, in particular interest rates, remain constant.



30 June 2008

Loss (net of taxation)

USD'000

30 June 2007

Loss (net of taxation)

USD'000

5% devaluation of the Vietnam Dong

18,511

32,862


A 5% strengthening of the VND against USD would have had the equal but opposite effect to the amount shown above, on the basis that all other variables remain constant.


Price risk sensitivity

Price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. As the majority of the Group's financial instruments are carried at fair value with fair value changes recognised in the income statement, all changes in market conditions will directly affect net investment income. 


The Group's unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Investment Manager provides the Group with investment recommendations that are consistent with the Group's objectives. The Investment Manager's recommendations are approved by an Investment Committee of the Investment Manager and/or the Board of Directors before investment decisions are implemented.

 

All securities investments present a risk of loss of capital. The Investment Manager manages this risk through the careful selection of securities and other financial instruments within specified limits and by holding a diversified portfolio of listed and unlisted instruments. In addition, the performance of investments held by the Group is monitored by the Investment Manager on a monthly basis and reviewed by the Board of Directors on a quarterly basis.


The Group invests in listed and unlisted equity securities and is exposed to market price risk of these securities.  If the prices of the securities were to fluctuate by 10%, the impact on profit or loss and equity would amount to approximately USD22.1 million (2007: USD117 million). 


Cash flow and fair value interest rate risk sensitivity

The Group's exposure to interest rate risk is related to interest bearing financial assets and financial liabilities. Cash and cash equivalents, bank deposits and bonds are subject to interest at fixed rates. They are exposed to fair value changes due to interest rate changes. The Group currently has no financial liabilities with floating interest rates which are disclosed in the Notes to the consolidated financial statements. As a result, the Group has limited exposure to cash flow interest rate risk.  


Credit risk analysis

Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. Impairment provisions are provided for losses that have been incurred by the Group at the balance sheet date.


 30 June 2008

 30 June 2007


 USD'000 

 USD'000 

Classes of financial assets - carrying amounts 



Short-term investments

1,806

47,941

Financial assets at fair value through profit or loss



Bonds

5,118

3,858

Ordinary shares - listed and unlisted

367,069

611,174

Other short-term financial assets

-

9,543

Cash and cash equivalents

24,286

71,377

Trade and other receivables

73,134

66,873


All transactions in listed securities are settled/paid for upon delivery using approved brokers. The risk of default is considered low, as delivery of securities sold is only made once the broker has received payment. Payment is made for purchases once the securities have been received by the broker. The trade will be unwound if either party fails to meet its obligations.


The carrying amount of trade and other receivables and loans represent the Group's maximum exposure to credit risk in relation to its financial assets. The Group has no other significant concentrations of credit risk.


In accordance with the Group's policy, the Investment Manager continuously monitors the Group's credit position on a monthly basis.


Liquidity risk analysis

The Group invests in both listed securities that are traded in active markets and unlisted securities that are not actively traded.


The Group's listed securities are considered to be readily realisable, as they are mainly listed on the Vietnam Stock Exchange. 


Unlisted securities, which are not traded in an organised public market, may be illiquid. As a result, the Group may not be able to quickly liquidate its investments in these instruments at an amount close to fair value in order to respond to its liquidity requirements or to other specific events such as deterioration in the creditworthiness of a particular issuer. However, the Group has the ability to borrow in the short term to ensure sufficient cash is available for any settlements due.


At the balance sheet date, the Group's liabilities have contractual maturities which are summarised below:

30 June 2008

Within 1 year

From 2 to 5 years

Over 5 years


USD'000

USD'000

USD'000

Trade and other payables 

6,021

-

-

Payable to related parties 

9,502

-

-

Short-term borrowings

1,069

-

-

Long-term borrowings

-

3,764

-

Other liabilities

65

199

-


30 June 2007

Within 1 year

From 2 to 5 years

Over 5 years


USD'000

USD'000

USD'000

Trade and other payables 

4,821

-

-

Payable to related parties 

74,985

-

-

Other liabilities

1,177

-

-


The above contractual maturities reflect the gross cash flows, which may differ to the carrying value of the liabilities at the balance sheet date.


Capital management

The Group considers the capital to be managed as equal to the net assets attributable to the holders of ordinary shares. The Group has engaged the Investment Manager to allocate the net assets in such a way so as to generate investment returns that are commensurate with the investment objectives outlined in the Group's AIM Admission Documentation.


37      Subsequent events after the balance sheet date

Valuation of financial assets at fair value through profit and loss

Subsequent to the year ended 30 June 2008, global markets were sharply affected by the collapse of Lehman Brothers and other financial institutions. As the extent of the credit crisis became clear the market turmoil spread to Europe and emerging markets including the Vietnam stock market.


As of the date of issuance of the financial statements, the aggregate fair value of the Group's financial assets at fair value through profit or loss has fallen by USD62.8 million to USD309.4 million from the aggregate fair value as of 30 June 2008. The details are as follows:



Fair value at  

30 June 2008

Fair value at  

13 November 2008

Movement


USD'000

USD'000

USD'000

Financial assets at fair value through profit or loss:




Financial assets in Vietnam




Ordinary shares - listed

  204,624

141,501

(63,123)

Ordinary shares - unlisted

  150,367

159,750

9,383

Bonds

  5,118

5,161

43





Financial assets in countries other than Vietnam




Ordinary shares - listed

12,078

2,994

(9,084)


  372,187

309,406

(62,781)


Valuation of investment properties

As of the date of issuance of the financial statements, the Board of the Company had determined, based on independent valuations and other available market information that the fair value of the Group's real estate investment properties has fallen by USD3 million to USD27.2 million. The details are as follows:



USD'000

Real estate investment properties recorded at fair value through profit or loss:


Fair value at 30 June 2008

  30,212

Revaluation of real estate investment properties recorded at fair value at 30 June 2008

  (3,029)


  27,183


In addition, the value of leasehold lands held by associates of the Group has been reduced by a net amount of USD21.7 million based on independent valuations. On an equity accounting basis, this will result in a reduction in the Group's book value of investments in the associates of USD2.2 million.


Additional acquisition of subsidiary's interest 

Subsequent to the year ended, the Group acquired a further 27.8% interest in Indotel Limited. This acquisition increased the Group's beneficial ownership in Indotel Limited from 72.2% to 100%. The total cost of the acquisition was USD12.8 million which was settled in cash.


38      Comparative figures

Certain figures for the year ended 30 June 2007, which are included in this year's financial statements for comparative purposes, have been reclassified to conform to current year's presentation and requirements following adoption of IFRS 7.


The financial information set out in this announcement does not constitute the Group's statutory accounts for the year ended 30 June 2008 but is derived from those accounts. The full audited accounts of Vietnam Opportunity Fund Limited for the year ended 30 June 2008 will be sent to registered shareholders shortly and will also be available, free of charge, from VinaCapital Investment Management, 17/F, Sun Wah Tower, Ho Chi Minh City, Vietnam. A copy of the report will be posted on the Company's website www.vietnam-opportunity-fund.com.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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