Audited results for the 12 months ended 30 June 14
28 October 2014
VinaCapital Vietnam Opportunity Fund Limited
Audited financial results for the twelve months ended 30 June 2014
VinaCapital Vietnam Opportunity Fund Limited (the "Company" or "VOF"), an investment company focused on Vietnam, today announces its full year results for the twelve months ended 30 June 2014 ("the Period").
Financial highlights:
· Net Asset Value ("NAV") of USD779.0 million (30 June 2013: USD752.4 million)
· NAV per share of USD3.27 (30 June 2013: USD2.88).
· Net profit of USD81.4 million (30 June 2013: net profit of USD90.1 million).
· Earnings per share of USD0.33 (30 June 2013: Earnings per share of USD0.31).
· Cash and equivalents at 30 June 2014 of USD21.6 million.
Operational highlights:
· During the twelve month period ended 30 June 2014, VOF spent USD52.3 million to repurchase 23.1 million shares.
· Since the commencement of the share buyback programme on 25 October 2011, VOF has repurchased 86.4 million shares, representing 26.6 per cent of the total shares then in issue.
Board changes:
· Appointment of Thuy Dam as an Independent Non-Executive Director on 7 March 2014.
· Don Lam and Martin Glynn will retire from the Board following the AGM.
Notes to Editors:
VinaCapital is the leading investment management and real estate development firm in Vietnam, with a diversified portfolio of USD1.5 billion in assets under management. VinaCapital was founded in 2003 and boasts a team of managing directors who bring extensive international finance and investment experience to the firm. Our mission is to produce superior returns for investors by using our experience and knowledge to identify the key trends and opportunities that emerge as Vietnam continues to develop its economy. To achieve this, VinaCapital has industry-leading asset class teams covering capital markets, private equity, fixed income, venture capital, real estate and infrastructure.
VinaCapital manages three closed-end funds trading on the AIM Market of the London Stock Exchange. These funds are: VinaCapital Vietnam Opportunity Fund Limited (VOF), VinaLand Limited (VNL), and Vietnam Infrastructure Limited (VNI). VinaCapital also co-manages the USD32 million DFJ VinaCapital L.P. technology venture capital fund with Draper Fisher Jurvetson.
VinaCapital has offices in Ho Chi Minh City, Hanoi, Danang, Nha Trang, Singapore and Yangon. More information about VinaCapital is available at www.vinacapital.com.
The Annual Report and Notice of AGM will be posted to shareholders and will be available on the website at www.vinacapital.com/vof
More information on the Company is available at www.vinacapital.com/vof
Enquiries:
David Dropsey
VinaCapital Investment Management Limited
Investor Relations/Communications
+84 8 3821 9930
Philip Secrett
Grant Thornton UK LLP, Nominated Adviser
+44 (0)20 7383 5100
Hiroshi Funaki/ William Marle
Edmond de Rothschild Securities, Broker
+44 (0)20 7845 5960
David Benda / Hugh Jonathan
Numis Securities Limited
+44 (0)20 7260 1000
Andrew Walton
FTI Consulting, Public Relations (London)
+44 20 7269 7204
andrew.walton@fticonsulting.com
Dear Shareholder,
This is my second annual statement to you as Chairman of VinaCapital Vietnam Opportunity Fund Limited ("VOF" or the "Company"). Last year I set out in some detail the various issues facing VOF and I want to take this opportunity to update you. The financial year ending 30 June 2014 has been something of a 'Curate's Egg', that is to say an amalgam of good and bad. Returns have been good, on the whole, the investment strategy moves along, our corporate governance agenda has advanced, but the movement on the discount has, frankly, been disappointing. I will turn to each of these issues in turn, and intend to be briefer than I was last year.
Returns
A year ago, markets found themselves having to adjust to the prospect of the U.S. Federal Reserve beginning to withdraw the monetary stimulus which has been part of the financial landscape since 2009 (known as 'tapering'). This process hit emerging markets quite hard and investors lost interest in the asset class. At the beginning of 2014, this effect seemed to have run its course, and emerging markets, including Vietnam, set off at a fair clip, only to run into headwinds caused by the political spat with China.
On balance, though, it has been a relatively good year to be invested in Vietnamese assets. The Net Asset Value ("NAV") per share of your Company rose by 13.6 per cent in U.S. dollar (USD) terms, a result which reflects a particularly strong performance from the 57.7 per cent of the portfolio which is invested in listed equities and the 9.5 per cent in so called over the-counter ("OTC") traded equities, some of which are going through the privatization process. This combined 67.1 per cent capital markets proportion of the NAV generated a return of 24.3 per cent, well ahead of the Vietnamese Index, which returned 19.2 per cent in USD terms. Whereas last year, VOF's large position in Vinamilk was the largest single contributor to equity returns, this year, a number of companies contributed. VinaCapital Investment Management Limited, the Investment Manager, comments in more detail on these in his report, but I would highlight Hoa Phat Group (HPG, a steel company), Kinh Do Corporation (KDC, a bakery and confectionery business), Duoc Hau Giang Pharma Corp (DHG, a pharmaceutical company) and An Giang Plant Protection (AGPP, a distributor and manufacturer of crop protection chemicals). This last investment was sold after the year end at an excellent price, generating proceeds of USD63.1 million in cash, or VND85,000 per share, representing an IRR of 23.7 per cent over an investment holding period of five years.
The 15.3 per cent share of the portfolio invested in direct real estate, by contrast, slipped by 6.5 per cent in value, as a result of divestments and downward adjustments to valuations by VOF's Audit and Valuation Committee ("AVC"), whose activities are spelt out in more detail on page 48 of this annual report. There have been some signs of stabilization in the prices of real estate assets, and your Investment Manager feels that the worst of the decline over recent years is now behind us. You may recall that part of the strategy for VOF is to reduce the weighting in direct real estate projects, most of which are held through joint ventures with VinaLand, another investment company managed by the Investment Manager. In pursuit of this goal, VOF has sold its share in one project over the past year, raising USD5.4 million, and we are hopeful of further sales of real estate projects in the next twelve months.
In addition to its direct real estate holdings, VOF also has 9.1 per cent of its assets invested in the hospitality industry, the vast bulk of which is represented by our 50.0 per cent ownership interest in The Sofitel Legend Metropole Hotel in Hanoi. This year, operating conditions at that hotel have been weaker than expected but slightly better than the previous year. Revenue per available room is slightly higher, albeit occupancy rates are down. Gross operating profit, our key measure, was up very slightly over the previous year. After the end of the fiscal year, we sold the Movenpick Hanoi, one of the hospitality assets, for USD5.7 million, compared to its carrying value of USD2.7 million. There was almost no change in the valuation of the hospitality assets of the portfolio during the year.
The private equity share in the portfolio has shrunk to 2.5 per cent following a number of exits in recent years. The Investment Manager has a good pipeline of potential private equity transactions, but closing deals in a frontier market is never straightforward. The Investment Manager is optimistic, though, that a small number of new investments in this area will be made in the year ahead. The valuation of this part of the portfolio was little changed during the course of the year.
Investment Strategy
I thought I would simply reiterate what I said at the half year stage. Strategies are long term animals and should not be altered lightly. We have seen nothing in the past six months to cause us to change direction, although discussions around these topics are constant and vigorous:
1. We intend to reduce our exposure to direct real estate. We are not a real estate developer and would prefer over time to invest in the sector through conventional listed securities, private equity and OTC stocks.
2. We intend to increase the weighting to the so called OTC assets. These are dependent on the rate of privatisation (known as equitisation in Vietnam). It is thought that after a fallow period, activity here will pick up. Our approach to private equity investments remains opportunistic and sensitive to value.
3. We will maintain a large weighting to listed securities but will be sensitive to the level of valuation and to any foreign premia which can be captured. The foreign premium results from the fact that the listed shares of certain companies have exhausted their foreign limit and when this quota is full, foreign owners of such shares are often able to demand a premium for those holdings given the scarcity value. This premium is not reflected in our NAV. In any event, valuation is likely to be reflected in the mix of holdings rather than in large swings in the percentage allocation to the asset class. The Investment Manager has recently hired a senior investment professional with good experience in the market to oversee this part of the portfolio.
Your Board accepts that VOF offers a well-diversified exposure to the Vietnamese investment opportunity and that brings with it both advantages and disadvantages. In particular, it allows considerable flexibility in the type of asset we can own, and this in turn allows the Investment Manager to focus on where the valuations and return prospects are most attractive. The corollary, though, is that these assets can be illiquid or lack transparent pricing sources. Conditions will no doubt change as the capital markets develop, but for now investors in VOF should expect to see a continuation of this diversified approach, even where the weightings between the available asset categories are changing.
Corporate Matters
One of your Board's primary responsibilities is to ensure that VOF is well governed. To this end, we introduced at last year's Annual General Meeting ("AGM") certain measures to increase the rights of shareholders and to increase the detail of our reporting to you. This year, we will hold our second AGM. This will take place on the 26 November 2014 in Singapore and all shareholders are welcome to attend. The agenda will be less controversial as there are no changes envisaged to our corporate governance arrangements. There are, however, certain matters to which I would like to draw your attention:
1. Directorate. During the year, we appointed Thuy Dam to the Board. As this is the first AGM following her appointment, she will be standing for election. As I mentioned in the half year report, she has had a distinguished career in banking in the region, mostly with ANZ Bank, having been CEO of its Vietnam operation and Vice Chairwoman for the Greater Mekong Region. Thuy is proving to be an excellent member of your Board and I urge you to support her election. Martin Glynn, having served for 7 years, has decided not to seek re-election and will be retiring from the Board following the conclusion of the AGM. I would like to take this opportunity to thank him for his contribution over theyears to VOF. We will miss his experience and insight and wish him well in his future endeavours. Don Lam has also decided to step down from the Board following the AGM, a departure which will leave the Board comprised fully of independent members. There is always a degree of ambivalence when the key figure in the formation of the Company decides to leave the Board, but Don's decision reflects a desire on the part of all of us to comply with best practice on board membership, which points unequivocally to a fully independent board. He will, of course, continue to attend our board meetings and I fully expect his focus on our affairs to remain as sharp as it has always been. Martin Adams, Michael Gray, and I will all be putting ourselves forward for re-election at the AGM.
2. Accounting Standards. The recent amendments to IFRS 10 Consolidated financial statements introduce the concept of investment entities and provide for an exception from the consolidation requirements for such entities. In light of this development, the Group will in future be exempt from consolidating investments which were previously treated as consolidated subsidiaries. Also, similar revisions to IFRS 9 Financial instruments mean that the Group's investments which were previously treated as associates and equity accounted, will now be recorded at fair value and treated as financial assets at fair value through profit or loss. These amendments are effective for annual periods beginning on or after 1 January 2014, although early adoption is permitted. We have decided that these amendments will be reflected in the consolidated financial statements of the Group for the year ending 30 June 2015, with the consolidated financial statements for the half year ending 31 December 2014 being the first period reflecting the adoption of the revised standards. Details of this change can be found on page 65 of this report. Equally, these private equity holdings will not be categorised as subsidiaries or associates but as investments. One result will be that our balance sheet will no longer contain inventories of items such as birds' nests and ceramic tiles, which it does this year. The valuationexercise is not yet complete but, on the basis of the work carried out so far, we do not expect the adoption of the revised IFRS standards to have a material impact on aggregate NAV.
3. Incentive Fee. Under the terms of the new investment management agreement put in place at the Extraordinary General Meeting ("EGM") held on 22 July 2013, which confirmed the continuation of the Company, your Investment Manager earned an incentive fee this year on the capital markets portfolio but not on the real estate portfolio. This incentive fee, which amounts to USD9.0 million, accrues at the rate of 15.0 per cent of the amount in excess of the hurdle and was capped at the level of 1.5 per cent of the capital markets portfolio. Details of this can be found on Note 28 on page 103. The excess over the cap, which amounted to USD2.4 million is not paid but is carried forward to be earned in future years subject to both the high water mark and hurdle.
4. Shareholder Communication. This is your Company and all of us on the Board are accessible to you directly or through the Company's brokers. The brokers' details can be found on page 123 of this report. We will continue to provide you with information on the Company's progress through announcements to the market, through the website (www.vinacapital.com) and through periodic reports from the Investment Manager. Please feel free to let us have any suggestions about how we can improve communication.
Discount Management
The major disappointment of the past year is that we have not succeeded in narrowing the discount as far as we wished. At the date of the EGM the discount was 27.2 per cent based on the 31 July 2013 NAV per share. As of 30 September 2014 it was 22.2 per cent. In the intervening period since the EGM to 30 September 2014, we have spent USD49.5 million buying back 21.2 million shares at an average discount of 25.5 per cent. Since the outset of the buyback programme up to 30 September 2014, we have now bought back 88.8 million shares, spending USD172.7 million, and contributing 42 cents accretion to the NAV per share of your Company over this period. It should be noted that other closed ended funds investing in Vietnam also trade at significant discounts with a larger discount typically seen in those specialising in real estate investment and a smaller discount generally for those specialising in listed equities.
This data suggest to us that there is still too much supply of Vietnamese closed end fund stock for the demand available. VOF's own discount reflects not only its diversified strategy but also the fact that it is the most liquid of the Vietnamese vehicles and so attracts discount investors. It is possible that the discount will narrow to a degree as the proportion of the Company invested in illiquid real estate assets begins to drop but it will be hard to detach it from the general discount which applies to Vietnamese funds.
We will continue to buy back shares and so the supply will shrink, but we are also investigating opportunities for increasing demand. This will involve a commitment on behalf of the Investment Manager to greater marketing efforts both to existing and potential new shareholders. We are also considering the potential benefits of applying for a premium listing of VOF shares on the main board of the London Stock Exchange, all with the goal of generating incremental demand. The objective is to ensure that VOF is the first choice for investors looking at a diversified, liquid, well governed investment in the country.
This combination of shrinking supply while working to increase demand would obviously benefit from better investor sentiment towards smaller emerging markets. If we do not succeed in narrowing the discount, your Board will consider other options, all the while cognizant of the fact that VOF's liquidity is very important to you, our shareholders.
Outlook
Successful investment in Vietnam requires conditions both inside and outside the country to be on an even keel or trending up. The headwinds which accompanied tapering this time last year have petered out and on balance demand from the developed world appears to be picking up, albeit modestly. In China, which is of course a global economic heavyweight in its own right, growth seems to be recovering following a slowdown last year on the back of tightened credit conditions. Whatever the geopolitical concerns, and they are many, a healthy Chinese economy is likely to be key to Vietnamese economic prospects.
Longer term trends support the continuation of foreign direct investment ("FDI") into Vietnam. Outsourcing of manufacturing across the technological spectrum and rapidly rising wage rates in north Asia all point to greater FDI.
Inside the country, economic conditions are fairly stable, with growth running above 5 per cent and inflation under control. The Government is keen to accelerate the equitisation process and will need supportive capital markets to achieve its goals. There remain question marks about the recapitalization needed in the banking sector, but a revival of property values would work wonders there.
In the meantime, the Vietnamese equity market trades at about 14 times 2014 earnings, a rating below the regional average of 16 times but reflecting a significant increase over the last year, according to Bloomberg. Your Investment Manager continues to find good value in the market, but perhaps less so in those stocks which have earned international recognition. VinaCapital is well resourced and has a research effort trained on seeking out opportunities wherever they can be found across the asset class spectrum.
Steven Bates
Chairman
VinaCapital Vietnam Opportunity Fund Limited
28 October 2014
CONSOLIDATED BALANCE SHEET
|
|
|
30 June 2014 |
30 June 2013 |
|
|
Note |
USD'000 |
USD'000 |
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Non-current |
|
|
|
|
Plant and equipment |
|
3,114 |
3,093 |
|
Investment properties |
|
4,175 |
3,722 |
|
Interests in associates |
5 |
169,505 |
182,090 |
|
Prepayments for acquisition of investment properties |
6 |
7,895 |
8,239 |
|
Financial assets at fair value through profit or loss |
11 |
4,697 |
4,697 |
|
Available-for-sale financial assets |
7 |
6,033 |
5,784 |
|
Long-term loan to an associate |
28(d) |
- |
1,325 |
|
Other non-current assets |
|
792 |
207 |
|
Total non-current assets
|
|
────── 196,211 ────── |
────── 209,157 ────── |
|
|
|
|
|
|
Current |
|
|
|
|
Inventories |
9 |
7,216 |
7,413 |
|
Trade and other receivables |
10 |
14,515 |
17,918 |
|
Short-term loans to related parties |
28(d) |
5,235 |
7,501 |
|
Financial assets at fair value through profit or loss |
11 |
552,339 |
467,762 |
|
Available-for-sale financial assets |
7 |
- |
8,700 |
|
Term deposit |
|
4,695 |
- |
|
Cash and cash equivalents |
12 |
21,551 |
53,392 |
|
Total current assets
|
|
────── 605,551 ────── |
────── 562,686 ────── |
|
|
|
|
|
|
Assets classified as held for sale |
13 |
3,726 |
- |
|
|
|
────── |
────── |
|
Total assets
|
|
805,488 ══════ |
771,843 ══════ |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
Note |
USD'000 |
USD'000 |
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
EQUITY
|
|
|
|
|
Equity attributable to shareholders of the Company |
|
|
|
|
Share capital |
14 |
3,246 |
3,246 |
|
Additional paid-in capital |
|
722,064 |
722,064 |
|
Treasury shares |
15 |
(165,939) |
(113,639) |
|
Revaluation reserve |
16 |
33,281 |
31,376 |
|
Available-for-sale financial assets reserve |
|
- |
4,336 |
|
Foreign currency translation reserve |
|
(19,186) |
(18,763) |
|
Retained earnings |
|
205,489 |
123,823 |
|
Total equity attributable to shareholders of the Company |
|
────── 778,955 ────── |
────── 752,443 ────── |
|
Non-controlling interests |
|
849 |
1,089 |
|
Total equity |
|
────── 779,804 ────── |
────── 753,532 ────── |
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Non-current |
|
|
|
|
Other long-term liabilities |
|
189 |
236 |
|
Total non-current liabilities
|
|
────── 189 ────── |
──── 236 ──── |
|
|
|
|
|
|
Current |
|
|
|
|
Short-term borrowings |
17 |
7,839 |
2,261 |
|
Trade and other payables |
18 |
4,566 |
13,658 |
|
Payable to related parties |
28(c) |
13,090 |
2,156 |
|
Total current liabilities
|
|
────── 25,495 ────── |
────── 18,075 ────── |
|
Total liabilities
|
|
25,684 ────── |
18,311 ────── |
|
Total equity and liabilities
|
|
805,488 ══════ |
771,843 ══════ |
|
|
|
|
|
|
Net asset value, USD per share attributable to shareholders of the Company |
26(c) |
3.27 |
2.88 |
|
|
|
══════ |
═════ |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
|
Attributable to shareholders of the Company |
|
|
||||||||||
|
|
Share capital |
Additional paid-in capital |
Treasury shares |
Revaluation reserve |
Available-for-sale financial assets reserve |
Foreign currency translation reserve |
Retained earnings |
Total |
Non-controlling interests |
Total |
|
|||
|
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Balance at 1 July 2012 |
3,246 |
722,064 |
(17,785) |
28,602 |
14,180 |
(17,011) |
32,349 |
765,645 |
- |
765,645 |
|
|||
|
Profit for the year |
- |
- |
- |
- |
- |
- |
90,254 |
90,254 |
(202) |
90,052 |
|
|||
|
Disposal of associate |
- |
- |
- |
(1,220) |
- |
- |
1,220 |
- |
- |
- |
|
|||
|
Other comprehensive income/(loss) |
- |
- |
- |
3,994 |
(9,844) |
(1,752) |
- |
(7,602) |
(151) |
(7,753) |
|
|||
|
|
───── |
─────── |
───── |
────── |
────── |
────── |
────── |
─────── |
──── |
───── |
|
|||
|
Total comprehensive income/(loss) for the year |
- |
- |
- |
2,774 |
(9,844) |
(1,752) |
91,474 |
82,652 |
(353) |
82,299 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Acquisition of subsidiary |
- |
- |
- |
- |
- |
- |
- |
- |
1,442 |
1,442 |
|
|||
|
Transactions with shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Ordinary shares repurchased |
- |
- |
(95,854) |
- |
- |
- |
- |
(95,854) |
- |
(95,854) |
|
|||
|
Balance at 30 June 2013 |
──── 3,246 ════ |
────── 722,064 ══════ |
────── (113,639) ══════ |
───── 31,376 ═════ |
────── 4,336 ══════ |
───── (18,763) ═════ |
───── 123,823 ═════ |
────── 752,443 ══════ |
──── 1,089 ════ |
───── 753,532 ═════ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Balance at 1 July 2013 |
3,246 |
722,064 |
(113,639) |
31,376 |
4,336 |
(18,763) |
123,823 |
752,443 |
1,089 |
753,532 |
|
|||
|
Profit for the year |
- |
- |
- |
- |
- |
- |
81,666 |
81,666 |
(239) |
81,427 |
|
|||
|
Other comprehensive income/(loss) |
- |
- |
- |
1,905 |
(4,336) |
(423) |
- |
(2,854) |
(1) |
(2,855) |
|
|||
|
|
───── |
─────── |
─────── |
────── |
────── |
────── |
────── |
─────── |
────── |
────── |
|
|||
|
Total comprehensive income/(loss) for the year |
- |
- |
- |
1,905 |
(4,336) |
(423) |
81,666 |
78,812 |
(240) |
78,572 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Transactions with shareholders |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Ordinary shares repurchased |
- |
- |
(52,300) |
- |
- |
- |
- |
(52,300) |
- |
(52,300) |
|
|||
|
Balance at 30 June 2014 |
──── 3,246 ════ |
────── 722,064 ══════ |
────── (165,939) ══════ |
───── 33,281 ════ |
───── - ═════ |
───── (19,186) ═════ |
───── 205,489 ═════ |
───── 778,955 ═════ |
─── 849 ═══ |
───── 779,804 ═════ |
|
|||
CONSOLIDATED STATEMENT OF INCOME
|
|
|
Year ended |
|
|
|
|
30 June 2014 |
30 June 2013 |
|
|
Note |
USD'000 |
USD'000 |
|
|
|
|
|
|
Revenue |
19 |
11,445 |
9,982 |
|
Cost of sales |
19 |
(8,377) ───── |
(7,639) ───── |
|
Gross profit |
|
3,068 |
2,343 |
|
|
|
|
|
|
Dividend income |
|
19,804 |
23,906 |
|
Interest income |
20(a) |
1,951 |
3,427 |
|
Fair value gain of financial assets at fair value through profit or loss, net |
21 |
97,307 |
89,254 |
|
Fair value gain on investment property |
|
473 |
- |
|
Selling, general and administration expenses |
22(a) |
(26,864) |
(20,740) |
|
Other income |
23 |
6,558 |
11,122 |
|
Other expenses |
24 |
(14,725) |
(9,327) |
|
Operating profit |
|
───── 87,572 ───── |
───── 99,985 ───── |
|
|
|
|
|
|
Finance income |
20(b) |
224 |
89 |
|
Finance costs |
20(b) |
(938) ───── |
(1,136) ───── |
|
Finance costs, net |
|
(714) |
(1,047) |
|
|
|
|
|
|
Share of losses of associates, net of tax |
5 |
(4,230) |
(8,214) |
|
|
|
───── (4,944) ───── |
───── (9,261) ───── |
|
Profit before tax |
|
82,628 |
90,724 |
|
Corporate income tax |
|
(64) |
(16) |
|
Withholding taxes on investment income |
|
(1,137) |
(656) |
|
Profit for the year
|
|
───── 81,427 ───── |
───── 90,052 ───── |
|
Profit attributable to: Shareholders of the Company |
|
81,666 |
90,254 |
|
Non-controlling interests |
|
(239) |
(202) |
|
|
|
───── 81,427 ───── |
───── 90,052 ───── |
|
Earnings per share - basic and diluted (USD per share) |
26(a),(b) |
0.33 ═════ |
0.31 ═════ |
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
|
|
|
Year ended |
|
|
|
|
30 June 2014 |
30 June 2013 |
|
|
Note |
USD'000 |
USD'000 |
|
|
|
|
|
|
Profit for the year |
|
81,427 |
90,052 |
|
|
|
────── |
────── |
|
Other comprehensive income/(loss) |
|
|
|
|
Items that will be reclassified subsequently to profit or loss: |
|
|
|
|
- Disposal of available-for-sale financial assets |
|
(4,336) |
(9,844) |
|
- Currency translation differences |
|
(424) |
(1,903) |
|
|
|
───── |
───── |
|
|
|
(4,760) |
(11,747) |
|
Items that will not be reclassified subsequently to profit or loss: |
|
|
|
|
- Share of revaluation reserve of associates |
16 |
1,905 |
3,994 |
|
|
|
───── |
───── |
|
Other comprehensive loss for the year |
|
(2,855) |
(7,753) |
|
|
|
───── |
───── |
|
Total comprehensive income for the year |
|
78,572 |
82,299 |
|
|
|
═════ |
═════ |
|
Attributable to: Shareholders of the Company |
|
78,812 |
82,652 |
|
Non-controlling interests |
|
(240) |
(353) |
|
|
|
───── |
───── |
|
|
|
78,572 |
82,299 |
|
|
|
═════ |
═════ |
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
Year ended |
|
|
|
|
30 June 2014 |
30 June 2013 |
|
|
Note |
USD'000 |
USD'000 |
|
Cash flows from operating activities |
|
|
|
|
Profit before tax |
|
82,628 |
90,724 |
|
Adjustments for: |
|
|
|
|
- Asset depreciation and write off |
|
674 |
531 |
|
- Net gain from realisation of financial assets at fair value through profit or loss |
21 |
(9,134) |
(34,753) |
|
- Unrealised gain from revaluation of financial assets at fair value through profit or loss |
21 |
(88,173) |
(54,501) |
|
- Loss on acquisition of investment |
|
- |
449 |
|
- Gain on disposal of available-for-sale financial assets |
23 |
(4,336) |
(9,954) |
|
- Loss on disposal of associates |
|
- |
667 |
|
- Fair value gain of investment properties |
|
(473) |
- |
|
- Gain on disposal of plant and equipment |
|
(69) |
- |
|
- Share of losses of associates |
5 |
4,230 |
8,214 |
|
- Unrealised losses from foreign exchange differences |
20(b) |
76 |
168 |
|
- Interest expense |
20(b) |
573 |
281 |
|
- Reversal of impairment losses |
23 |
(249) |
- |
|
- Impairment of other assets |
24 |
14,045 |
1,937 |
|
(Loss)/profit before changes in working capital |
|
───── (208) |
───── 3,763 |
|
Change in trade receivables and other assets |
|
(3,184) |
2,604 |
|
Change in inventories |
|
197 |
(238) |
|
Change in trade payables and other liabilities |
|
9,041 |
3,359 |
|
Income taxes paid |
|
(1,201) |
(672) |
|
Net cash inflow from operating activities |
|
──── 4,645 |
──── 8,816 |
|
|
|
──── |
──── |
|
Cash flows from investing activities |
|
|
|
|
Purchases of plant and equipment |
|
(756) |
(400) |
|
Proceeds from disposal of plant and equipment |
|
96 |
- |
|
Dividends received |
5 |
2,837 |
4,750 |
|
Acquisition of a subsidiary, net of cash acquired |
|
- |
(1,235) |
|
Financial assets at fair value through profit or loss: |
|
|
|
|
- Acquisitions of investments |
|
(76,216) |
(104,865) |
|
- Proceeds from disposals |
|
88,947 |
148,843 |
|
Investment in associates: |
|
|
|
|
- Acquisition of investments |
|
(1,137) |
(46) |
|
- Investment refunded |
|
- |
313 |
|
- Proceeds from disposals |
|
2,663 |
- |
|
Available-for-sale financial assets: |
|
|
|
|
- Proceed from disposals |
|
- |
19,650 |
|
Assets classified as held for sale: |
|
|
|
|
- Proceed from disposals |
|
5,375 |
25,238 |
|
Term deposit at bank |
|
(4,695) |
- |
|
Shareholder loans: |
|
|
|
|
- Advances made |
|
(1,888) |
(1,779) |
|
- Repayments received |
28(d) |
2,829 |
1,514 |
|
Net cash inflow from investing activities |
|
───── 18,055 |
───── 91,983 |
|
|
|
───── |
───── |
|
|
|
Year ended |
|
|
|
|
30 June 2014 |
30 June 2013 |
|
|
Note |
USD'000 |
USD'000 |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Interest paid |
20(b) |
(573) |
(281) |
|
Ordinary shares bought back |
|
(59,545) |
(88,609) |
|
Loan proceeds from banks |
|
25,798 |
7,087 |
|
Loan repayments to banks |
|
(20,221) |
(6,638) |
|
|
|
───── |
───── |
|
Net cash outflow from financing activities |
|
(54,541) |
(88,441) |
|
|
|
───── |
───── |
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents for the year |
|
(31,841) |
12,358 |
|
Cash and cash equivalents at the beginning of the year |
|
53,392 |
41,034 |
|
|
|
───── |
───── |
|
Cash and cash equivalents at the end of the year |
12 |
21,551 |
53,392 |
|
|
|
═════ |
═════ |
1 GENERAL INFORMATION
VinaCapital Vietnam Opportunity Fund Limited ("the Company") is a limited liability company incorporated in the Cayman Islands. The registered office of the Company is PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The Company's principal objective is to undertake various forms of investment, primarily in Vietnam, as well as Cambodia, Laos and southern China. The Group and the Company invest in listed and unlisted companies, debt instruments, private equity, real estate assets, and other opportunities with the objective of achieving medium to long-term capital appreciation and investment income.
The Company is listed on the AIM market of the London Stock Exchange under the ticker symbol VOF.
The Group is managed by VinaCapital Investment Management Limited (the "Investment Manager"), an investment management company incorporated in the Cayman Islands, under an amended and restated Investment Management Agreement dated 24 June 2013 which became effective as of 1 July 2013 (the "Amended Management Agreement").
The Company does not have a fixed life, but the Board considers it desirable that shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, the Board intends that a special resolution will be proposed every fifth year, that the Company ceases to continue as presently constituted. If the resolution is not passed, the Company will continue to operate. If the resolution is passed, the Board will be required to formulate proposals to be put to shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up. The Board tabled such a special resolution on 22 July 2013 and it was not passed, allowing the Company to continue as presently constituted for another five years.
The consolidated financial statements for the year ended 30 June 2014 were approved for issue by the Board on 28 October 2014.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented.
2.1 Basis of preparation
The consolidated financial statements of the Company have been prepared in accordance with IFRS as issued by the IASB. The consolidated financial statements have been prepared using the historical cost convention, as modified by the revaluation of properties, available-for-sale financial assets, financial assets at fair value through profit or loss, and financial liabilities at fair value through profit or loss. The financial statements have been prepared on a going concern basis.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires judgement to be exercised in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.
2.2 Changes in accounting policy and disclosures
(a) New standards and amendments adopted by the Group
The following new standards and amendments are mandatory for the first time for the financial year beginning 1 July 2013 and the Group adopted them in these consolidated financial statements:
IFRS 10, 'Consolidated financial statements', builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess.
IFRS 12, 'Disclosures of interests in other entities', includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, structured entities and other off balance sheet vehicles.
IFRS 13, 'Fair value measurement', aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs.
(b) New standards, amendments and interpretations issued but not yet in effect for the financial year beginning on or after 1 July 2013 and have not been adopted early by the Group
At the date of authorisation of these consolidated financial statements, 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. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's consolidated financial statements are provided below:
IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The Group is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 no later than the accounting year ending 30 June 2016. The Group will also consider the impact of the remaining phases of IFRS 9 when completed by the IASB.
Amendments to IFRS 10, 'Consolidated financial statements', apply to a particular class of business that qualify as Investment Entities. The Investment Entities amendments provide an exception to the consolidation requirements in IFRS 10 and require investment entities to measure particular subsidiaries at fair value through profit or loss, rather than consolidate them. The amendments also set out disclosure requirements for investment entities. The Group intends to adopt the Amendments to IFRS 10 in the effective accounting year ending 30 June 2015.
Amendments to IAS 36, 'Impairment of assets', on the recoverable amount disclosures for non-financial assets. This amendment removed certain disclosures of the recoverable amount of cash generating units which had been included in IAS 36 by the issue of IFRS 13. The Group intends to adopt the Amendments to IAS 36 in the effective accounting year ending 30 June 2015.
IFRS 15, 'Revenue from contracts with customers', sets out the requirements for recognising revenue that apply to all contracts with customers (except for contracts that are within the scope of the standards on leases, insurance contracts and financial instruments). The Group is yet to assess IFRS 15 full impact and intends to adopt IFRS 15 no later than the accounting year ending 30 June 2018.
There are no other IFRS or IFRS Interpretations Committee ("IFRIC") interpretations that are not yet effective that would be expected to have a material impact on the Group's consolidated financial statements.
2.3 Consolidation
(a) Subsidiaries
Subsidiaries are all entities, including structured entities, over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated on the date that control ceases. The majority of the Group's subsidiaries have a reporting date of 30 June. For subsidiaries with a different reporting date, the Group consolidates management information up to 30 June.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree, and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or an amount equal to the proportion of the non-controlling interest of the acquiree's identifiable net assets.
If a business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.
Acquisition-related costs are expensed as incurred.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the income statement.
Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
(b) Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20 per cent and 50 per cent of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee company after the date of acquisition. The Group's interest in associates includes goodwill identified on acquisition and long-term loans to associates which in substance form part of the Group's interest in the associate.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
The Group's share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including long term interest that in substance forms part of the investor's net investment in the associate, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group determines at each reporting date whether there is any objective evidence that the interest in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to 'share of profit/(loss) of associates' in the income statement.
Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
Dilution gains and losses arising from investments in associates are recognised in the income statement.
2.4 Foreign currency translation
(a) Functional and presentation currency
The Group's consolidated financial statements are presented in United States dollars (USD) ("the presentation currency"). The financial statements of each consolidated entity are initially prepared in the currency of the primary economic environment in which the entity operates ("the functional currency"), which for most investments is the Vietnamese dong (VND). The financial statements prepared using the functional currency is then translated into the presentation currency. USD is used as the presentation currency because it is the primary basis for the measurement of the performance of the Group.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as equities classified as available for sale, are included in other comprehensive income.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities for each consolidated balance sheet presented are translated at the closing rate at the date of that consolidated balance sheet;
(ii) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
(iii) all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.
2.5 Non-current assets (or disposal groups) held for sale
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable at the reporting date. The assets are classified as "asset held for sale" and presented separately in the consolidated balance sheet. They are measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair values less costs to sell.
2.6 Financial assets
2.6.1 Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired.
(a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or are designated to be carried at fair value through profit or loss at inception. Financial assets at fair value through profit or loss held by the Group include listed and unlisted securities and bonds. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current.
(b) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables comprise "Trade receivables" (Notes 2.11), "Cash and cash equivalents" (Notes 2.12) and "Other financial asset" in the consolidated balance sheet.
(c) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or there is the intention to dispose of them within 12 months of the end of the reporting period. The Group's available-for-sale financial assets are investments in private entities.
2.6.2 Recognition, de-recognition and measurement
Purchases or sales of financial assets are recognised on the date on which the Group commits to purchase or sell the asset.
Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.
If the investments do not have a quoted market price in an active market and whose fair value cannot be reliably measured, such investments shall be measured at cost, less provision for impairment.
Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the income statement within "fair value gain/(loss)of financial assets at fair value through profit or loss" in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statement when the Group's right to receive payments is established.
Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income.
When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as 'gains and losses from investment securities'.
Interest on available-for-sale securities calculated using the effective interest method is recognised in the income statement as part of other income. Dividends on available-for-sale equity instruments are recognised in the income statement as part of other income when the Group's right to receive payments is established.
2.7 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
2.8 Prepayments for acquisition of investments
These represent prepayments made by the Group to investment/property vendors for land compensation and other related costs, and professional fees directly attributed to the projects, where the final transfer of the investment/property is pending the approval of the relevant authorities and/or is subject to either the Group or the vendor completing certain performance conditions set out in agreements. Such prepayments are measured initially at cost until such time as the approval is obtained or conditions are met, at which point they are transferred to appropriate investment accounts.
2.9 Impairment of assets
(a) Impairment of non-financial assets
Assets that have an indefinite useful life, for example, prepayments for acquisitions of investments, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
(b) Impairment of financial assets
Assets carried at amortised cost
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future
cash flows of the financial asset or group of financial assets that can be reliably estimated.
Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
For the loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument's fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.
Assets classified as available-for-sale
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. For debt securities, the Group uses the criteria referred to in (a) above. In the case of equity investments classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are impaired. If any such evidence exists for available-for-sale
financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss. Impairment losses recognised in the consolidated income statement on equity instruments are not reversed through the consolidated income statement. If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event
occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through the consolidated income statement.
2.10 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods includes all expenses directly attributable to the manufacturing process as well as suitable portions of related pro-duction overheads, based on normal operating capacity. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
2.11 Trade receivables
Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
2.12 Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. In the consolidated balance sheet, bank overdrafts are shown within borrowings in current liabilities.
2.13 Share capital
Ordinary shares are classified as equity. Share capital is determined using the nominal value of ordinary shares that have been issued. Additional paid-in capital includes any premiums received on the initial issuance of the share capital. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Any transaction costs associated with the issuing of ordinary shares are deducted from additional paid-in capital, net of any related income tax benefits.
2.14 Treasury shares
Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's equity holders until the treasury shares are cancelled or reissued.
Where such treasury shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.
2.15 Revaluation reserve
The revaluation reserve arises from the revaluation of buildings and leasehold land improvements including hotels and golf courses held by the associates. The revaluation policy is consistent with the fair value policy as described in Note 3. Increases in the carrying amount arising on revaluation are credited to other comprehensive income and shown as revaluation reserve in shareholders' equity. Decreases that offset previous increases of the same asset are charged in other comprehensive income and debited against revaluation reserve directly in equity; all other decreases are charged to the income statement.
2.16 Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
2.17 Current and deferred income tax
(a) Corporate income tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Current income tax assets and/or liabilities comprise those obligations to, or claims from, authorities relating to the current or prior reporting periods that are unpaid at the reporting date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate based on the taxable profit for the year. All changes to current tax assets or liabilities are recognised as a component of tax expense in the consolidated income statement.
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.
However, deferred tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and associates is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future.
Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that they will be able to be offset against future taxable income.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date. Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the consolidated income statement. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities that is charged directly to other comprehensive income are charged or credited directly to other comprehensive income.
(b) Withholding taxes on investment income
The Group currently incurs withholding taxes imposed by local jurisdictions on investment income. Such income is recorded gross of withholding taxes in the consolidated income statement.
2.18 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation and there is uncertainty about the timing or amount of the future expenditure require in settlement. Where there are a num-ber of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Long-term pro-vi-sions are discounted to their present values, where the time value of money is material.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate of the Group.
2.19 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. The Group recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for each of the Group's activities, as described below.
(a) Sale of goods
Revenue from sale of goods is recognised in the consolidated income statement when the significant risks and rewards of ownership of goods have passed to the buyer. Revenue is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied, excluding sales taxes, rebates, and trade discounts.
(b) Interest income
Interest income is recognised using the effective interest method. When a loan receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flows discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan receivables is recognised using the original effective interest rate.
(c) Dividend income
Dividend income is recognised when the right to receive payment is established.
2.20 Related parties
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Enterprises and individuals that directly, or indirectly through one or more intermediary, control, or are controlled by, or under common control with, the Company, including, subsidiaries and fellow subsidiaries are related parties of the Company. Associates are individuals owning directly, or indirectly, an interest in the voting power of the Company that gives them significant influence over the entity, key management personnel, including directors and officers of the Company, the Investment Manager and their close family members. In considering related party relationships, attention is directed to the substance of the relationship, and not merely the legal form.
3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
When preparing the consolidated financial statements, the Group undertakes a number of accounting 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, and may not equal the estimated results.
Information about significant judgements, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below.
3.1 Critical accounting estimates and assumptions
Fair value of properties within the Group and the associates
The Group's real estate properties are stated at fair value in accordance with accounting policies. The fair values of properties are based on valuations by independent professional valuers including CBRE, Savills, Jones Lang LaSalle, Cushman & Wakefield and HVS. These valuations are based on certain assumptions which are subject to uncertainty and might materially differ from the actual results of a sale. The estimated fair values provided by the independent professional valuers are used by the Audit and Valuation Committee as the primary basis for estimating each property's fair value for recommendation to the Board.
In making its judgement, the Audit and Valuation Committee considers information from a variety of sources including:
a) Current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;
b) Recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices;
c) Recent developments and changes in laws and regulations that might affect zoning and/or the Group's ability to exercise its rights in respect to properties and therefore fully realise the estimated values of such properties; and
d) Discounted cash flow projections based on estimates of future cash flows, derived from the terms of external evidence such as current market rents and sales prices for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows.
Discount rates ranging from 14 per cent to 22 per cent (30 June 2013: 14 per cent to 22 per cent) are considered appropriate by independent valuation firms for properties in different locations. Gains and losses from changes in fair value of properties within the Group are recognised in the consolidated income statement. Gains and losses from changes in fair value of properties of the associates are accounted for using the equity method of accounting.
Fair value of financial assets
The fair values of listed securities are based on quoted market prices at the close of trading on the reporting date. For unlisted securities which are traded in an active market, the fair value is the average quoted prices at the close of trading obtained from a minimum sample of three reputable securities companies at the reporting date. Other relevant measurement bases are used if broker quotes are not available or if better and more reliable information is available.
The fair value of financial assets that are not traded in an active market (for example, unlisted securities where market prices are not readily available) is determined by using valuation techniques. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. Independent valuations are also obtained from appropriately qualified independent valuation firms to evaluate and adjust valuations. The valuations may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.
3.2 Critical judgement in applying the Group's accounting policies
Equity investments
When the Group has an interest in the voting power of an investee company of between 20 per cent and 50 per cent, significant influence over the investee company is presumed. There are situations, however, where it can be clearly demonstrated that an interest held by the Group is less than 20 per cent, but significant influence exists; and conversely an interest held of more than 20 per cent where there is no significant influence.
At the reporting date, the Group has interests in certain investee companies with less than 20 per cent voting power but these are accounted for as associates of the Group (Note 5) based on the following criteria:
a) The Group has representation on the board of the investee company;
b) The Group participates in policy-making processes, including decisions about dividends or other distributions;
c) There was change of management personnel; or
d) The Group provides essential technical information.
Those investments where the Group has more than 20 per cent interest but does not have significant influence are accounted for as investments (Note 11).
4 SEGMENT ANALYSIS
In identifying its operating segments, the Group generally follows the sectors of investment which are based on internal management reporting, monitoring of investments and decision making. The operating segments by investment portfolio include capital markets (publically listed securities and over-the-counter ("OTC") traded securities), real estate (real estate and hospitality), private equity and cash (cash and cash equivalents, short-term deposits and fixed income investments). On a look through basis, there are no material investments outside of Vietnam.
Each of the operating segments is managed and monitored individually as each requires different resources and approaches. The segment profit or loss is assessed using a measure of operating profit or loss from the underlying investments. Although IFRS 8 requires measurement of segmental profit or loss, the majority of expenses are common to all segments and therefore cannot be individually allocated. There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss. Segment information is presented as follows:
Revenue and other segment profit and loss
|
|
Capital markets |
Real estate |
Private equity |
Cash |
Total |
|
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
|
|
|
|
|
|
|
|
Year ended 30 June 2014 |
|
|
|
|
|
|
Revenue |
- |
- |
11,445 |
- |
11,445 |
|
Cost of sales |
- |
- |
(8,377) |
- |
(8,377) |
|
Dividend income |
19,804 |
- |
- |
- |
19,804 |
|
Interest income |
- |
824 |
- |
1,127 |
1,951 |
|
Gains from financial assets at fair value through profit or loss, net: |
|
|
|
|
|
|
- Listed and unlisted securities |
96,592 |
- |
- |
- |
96,592 |
|
- Government bonds |
715 |
- |
- |
- |
715 |
|
Selling and other expenses |
- |
- |
(3,327) |
- |
(3,327) |
|
Fair value gain of investment property |
- |
473 |
- |
- |
473 |
|
Share of losses of associates, net of tax |
- |
(4,230) |
- |
- |
(4,230) |
|
Finance income |
- |
- |
224 |
- |
224 |
|
Other income |
- |
1,730 |
4,828 |
- |
6,558 |
|
|
────── 117,111 ══════ |
───── (1,203) ═════ |
──── 4,793 ════ |
───── 1,127 ═════ |
────── 121,828 ══════ |
|
Less: Unallocated expenses |
|
|
|
|
(39,200) ───── |
|
Profit before tax
|
|
|
|
|
81,428 ═════ |
|
|
|
|
|
|
|
|
Year ended 30 June 2013 |
|
|
|
|
|
|
Revenue |
- |
- |
9,982 |
- |
9,982 |
|
Cost of sales |
- |
- |
(7,639) |
- |
(7,639) |
|
Dividend income |
23,906 |
- |
- |
- |
23,906 |
|
Interest income |
- |
- |
- |
3,427 |
3,427 |
|
Gains from financial assets at fair value through profit or loss, net: |
|
|
|
|
|
|
- Listed and unlisted securities |
88,619 |
- |
- |
- |
88,619 |
|
- Government bonds |
635 |
- |
- |
- |
635 |
|
Selling and other expenses |
- |
- |
(3,330) |
- |
(3,330) |
|
Share of losses of associates, net of tax |
- |
(8,214) |
- |
- |
(8,214) |
|
Finance income |
- |
- |
89 |
- |
89 |
|
Other income |
- |
1,307 |
9,815 |
- |
11,122 |
|
|
────── 113,160 ══════ |
───── (6,907) ═════ |
──── 8,917 ════ |
───── 3,427 ═════ |
────── 118,597 ══════ |
|
|
|
|
|
|
|
|
Less: Unallocated expenses |
|
|
|
|
(27,873) ────── |
|
Profit before tax |
|
|
|
|
90,724 ══════ |
Assets
|
|
Capital markets |
Real estate |
Private equity |
Cash |
Total |
|
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
|
As at 30 June 2014 |
|
|
|
|
|
|
Investment properties |
- |
4,175 |
- |
- |
4,175 |
|
Interests in associates |
- |
169,505 |
- |
- |
169,505 |
|
Prepayments for acquisition of investment properties |
- |
7,895 |
- |
- |
7,895 |
|
Financial assets at fair value through profit or loss |
|
|
|
|
|
|
- Non-current |
- |
- |
4,697 |
- |
4,697 |
|
- Current |
533,098 |
- |
- |
19,241 |
552,339 |
|
Available-for-sale financial assets: |
|
|
|
|
|
|
- Non-current |
- |
6,033 |
- |
- |
6,033 |
|
- Current |
- |
- |
- |
- |
- |
|
Other non-current assets |
- |
- |
3,906 |
- |
3,906 |
|
Inventories |
- |
- |
7,216 |
- |
7,216 |
|
Term deposit |
- |
- |
- |
4,695 |
4,695 |
|
Cash and cash equivalents |
- |
- |
- |
21,551 |
21,551 |
|
Other current assets |
2,563 |
7,842 |
2,885 |
6,460 |
19,750 |
|
Assets classified as held for sale |
- |
3,726 |
- |
- |
3,726 |
|
|
───── |
─────── |
───── |
───── |
───── |
|
Total assets |
535,661 |
199,176 |
18,704 |
51,947 |
805,488 |
|
|
═════ |
═══════ |
═════ |
═════ |
═════ |
|
Total assets include: additions to non-current assets |
- |
1,137 |
756 |
- |
1,893 |
|
|
═════ |
════ |
════ |
═════ |
════ |
|
|
Capital markets |
Real estate |
Private equity |
Cash |
Total |
|
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
|
As at 30 June 2013 |
|
|
|
|
|
|
Investment property |
- |
3,722 |
- |
- |
3,722 |
|
Interests in associates |
- |
182,090 |
- |
- |
182,090 |
|
Prepayments for acquisition of investment properties |
- |
8,239 |
- |
- |
8,239 |
|
Financial assets at fair value through profit or loss |
|
|
|
|
|
|
- Non-current |
- |
- |
4,697 |
- |
4,697 |
|
- Current |
439,830 |
- |
10,180 |
17,752 |
467,762 |
|
Available-for-sale financial assets: |
|
|
|
|
|
|
- Non-current |
- |
5,784 |
- |
- |
5,784 |
|
- Current |
- |
- |
8,700 |
- |
8,700 |
|
Other non-current assets |
- |
1,325 |
3,300 |
- |
4,625 |
|
Inventories |
- |
- |
7,413 |
- |
7,413 |
|
Cash and cash equivalents |
- |
- |
- |
53,392 |
53,392 |
|
Other current assets |
1,423 |
11,234 |
6,302 |
6,460 |
25,419 |
|
|
────── |
────── |
───── |
───── |
────── |
|
Total assets |
441,253 |
212,394 |
40,592 |
77,604 |
771,843 |
|
|
══════ |
══════ |
═════ |
═════ |
══════ |
|
Total assets include: additions to non-current assets |
- |
484 |
400 |
- |
884 |
|
|
══════ |
═══ |
════ |
═════ |
════ |
5 INTERESTS IN ASSOCIATES
|
|
30 June 2014 |
30 June 2013 |
|
||
|
|
USD'000 |
USD'000 |
|
||
|
|
|
|
|
||
|
Investments in associates |
141,891 |
146,966 |
|
||
|
Long-term loan receivables (Note 28(d)) |
27,614 |
35,124 |
|
||
|
Interests in associates |
────── 169,505 ══════ |
────── 182,090 ══════ |
|
||
|
The movement in investments in associates is analysed as follows:
|
|
|
|||
|
Opening balance |
146,966 |
172,341 |
|||
|
Additional investments |
1,137 |
484 |
|||
|
Share of losses, net of tax |
(4,230) |
(8,214) |
|||
|
Share of change in revaluation reserve |
1,905 |
3,994 |
|||
|
Reclassified from long-term loan receivables (Note 28(d)) |
7,860 |
- |
|||
|
Transfer to assets classified as held for sale (Note 13) |
(9,101) |
- |
|||
|
Transfer to subsidiary |
- |
(8,058) |
|||
|
Dividends received |
(2,837) |
(4,750) |
|||
|
Disposals |
- |
(7,088) |
|||
|
Share of translation differences |
191 |
(1,743) |
|||
|
Closing balance |
────── 141,891 ══════ |
────── 146,966 ══════ |
|||
Set out below are the associates of the Group as at 30 June 2014, which, in the opinion of the Board of Directors, are material to the Group. The associates listed below have share capital consisting solely of ordinary shares, which are held directly by the Group.
Nature of investments in associates at 30 June 2014 and 30 June 2013:
|
Name |
Country of incorporation/ place of business |
Nature of business |
% ownership |
Measurement method |
|
|
|
|
|
|
|
The 21st Century International Development Company Ltd. |
Vietnam |
Property development |
25.00 |
Equity method |
|
VinaCapital Danang Golf Course Ltd. |
Vietnam |
Golf course & property development |
25.00 |
Equity method |
|
Vina Dai Phuoc Corporation (*) |
Vietnam |
Property development |
18.00 |
Equity method |
|
Hung Vuong Corporation |
Vietnam |
Retails & residential |
33.24 |
Equity method |
|
Vina Alliance Limited (*) |
Vietnam |
Property development |
15.50 |
Equity method |
|
S.E.M Thong Nhat Hotel Metropole |
Vietnam |
Hospitality |
50.00 |
Equity method |
(*) Although the Group holds less than 20 per cent of the equity shares in Vina Alliance Limited and Vina Dai Phuoc Corporation, the Group exercises significant influence by having the power to participate in the financial and operating policy decisions of these entities and therefore these investments are treated as associates of the Group.
There were no significant restrictions on the ability of associates to transfer funds to the Group in form of cash dividends or to repay loans or advances made. In addition, there are no contingent liabilities relating to the Group's interests in the associates.
Set out below are the summarised financial information for associates which are accounted for using the equity method.
Summarised balance sheet
|
|
The 21st Century International Development Company Ltd. |
VinaCapital Danang Golf Course Ltd. |
Vina Dai Phuoc Corporation |
Hung Vuong Corporation |
Vina Alliance Limited |
S.E.M Thong Nhat Hotel Metropole |
||||||
|
|
As at 30 June |
As at 30 June |
As at 30 June |
As at 30 June |
As at 30 June |
As at 30 June |
||||||
|
|
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
|
Current |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
6,158 |
3,713 |
4,006 |
4,150 |
26,800 |
34,631 |
5,253 |
3,247 |
181 |
120 |
17,599 |
10,956 |
|
Liabilities |
(7,793) |
(8,542) |
(4,969) |
(7,024) |
(20,088) |
(24,612) |
(7,645) |
(8,900) |
(1,363) |
(1,064) |
(5,670) |
(5,966) |
|
|
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
|
Total current net assets |
(1,635) |
(4,829) |
(963) |
(2,874) |
6,712 |
10,019 |
(2,392) |
(5,653) |
(1,182) |
(944) |
11,929 |
4,990 |
|
|
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
134,080 |
114,040 |
84,174 |
78,508 |
59,123 |
55,921 |
52,966 |
53,151 |
85,639 |
85,663 |
142,097 |
140,295 |
|
Liabilities |
(38,688) |
(11,584) |
(32,352) |
(28,136) |
- |
- |
(14,563) |
(13,344) |
(25,161) |
(28,710) |
(21,275) |
(21,211) |
|
|
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
────── |
────── |
───── |
|
Total non-current net assets |
95,392 |
102,456 |
51,822 |
50,372 |
59,123 |
55,921 |
38,403 |
39,807 |
60,478 |
56,953 |
120,822 |
119,084 |
|
|
────── |
─────── |
────── |
────── |
────── |
────── |
────── |
────── |
─────── |
─────── |
─────── |
─────── |
|
Net assets |
93,757 |
97,627 |
50,859 |
47,498 |
65,835 |
65,940 |
36,011 |
34,154 |
59,296 |
56,009 |
132,751 |
124,074 |
|
|
═════ |
═══════ |
═════ |
═════ |
═════ |
═════ |
═════ |
═════ |
═════ |
═══════ |
═══════ |
═════ |
Summarised statement of comprehensive income
|
|
The 21st Century International Development Company Ltd. |
VinaCapital Danang Golf Course Ltd. |
Vina Dai Phuoc Corporation |
Hung Vuong Corporation |
Vina Alliance Limited |
S.E.M Thong Nhat Hotel Metropole |
||||||
|
|
30 June |
30 June |
30 June |
30 June |
30 June |
30 June |
||||||
|
|
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
|
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
123 |
306 |
5,074 |
4,334 |
10,830 |
14,554 |
8,460 |
8,510 |
288 |
207 |
37,467 |
36,496 |
|
Profit before income tax |
(3,251) |
(5,817) |
4,830 |
(14,453) |
307 |
(4,940) |
4,365 |
3,993 |
3,954 |
(19,184) |
12,024 |
11,073 |
|
Income tax (expense)/income |
(2) |
2,577 |
(1,747) |
4,474 |
(77) |
(1,880) |
(842) |
(685) |
- |
1,806 |
(2,421) |
- |
|
Post tax profit from continuing operations |
(3,253) |
(3,240) |
3,083 |
(9,979) |
230 |
(6,820) |
3,523 |
3,308 |
3,954 |
(17,378) |
9,603 |
11,073 |
|
Other comprehensive income/(loss) |
(617) |
(1,272) |
278 |
(882) |
(335) |
(942) |
(495) |
(923) |
(667) |
(1,029) |
3,574 |
3,995 |
|
|
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
|
Total comprehensive income |
(3,870) |
(4,512) |
3,361 |
(10,861) |
(105) |
(7,762) |
3,028 |
2,385 |
3,287 |
(18,407) |
13,177 |
15,068 |
|
|
──── |
──── |
──── |
───── |
──── |
──── |
──── |
──── |
──── |
───── |
───── |
───── |
|
Dividends received from associates |
- |
- |
- |
- |
- |
- |
393 |
- |
- |
- |
2,250 |
4,750 |
The information above reflects the amounts presented in the financial statements of the associates adjusted for differences in accounting policies between the Group and the associates.
Reconciliation of summarised financial information
|
|
|
The 21st Century International Development Company Ltd. |
VinaCapital Danang Golf Course Ltd. |
Vina Dai Phuoc Corporation |
Hung Vuong Corporation |
Vina Alliance Limited |
S.E.M Thong Nhat Hotel Metropole |
|||||||||
|
|
|
30 June |
30 June |
30 June |
30 June |
30 June |
30 June |
|||||||||
|
|
|
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
2014 |
2013 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
USD'000 |
||||
|
|
Summarised financial information Opening net assets 30 June |
97,627 |
102,139 |
47,498 |
58,359 |
65,940 |
73,702 |
34,154 |
31,769 |
56,009 |
74,416 |
124,074 |
118,506 |
|||
|
|
Profit/(loss) for the year |
(3,253) |
(3,240) |
3,083 |
(9,979) |
230 |
(6,820) |
3,523 |
3,308 |
3,954 |
(17,378) |
9,603 |
11,073 |
|||
|
|
Other comprehensive income/(loss) |
(617) |
(1,272) |
278 |
(882) |
(335) |
(942) |
(495) |
(923) |
(667) |
(1,029) |
3,574 |
3,995 |
|||
|
|
Dividend paid |
- |
- |
- |
- |
- |
- |
(1,171) |
- |
- |
- |
(4,500) |
(9,500) |
|||
|
|
|
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
───── |
───── |
|||
|
|
Total closing net assets |
93,757 |
97,627 |
50,859 |
47,498 |
65,835 |
65,940 |
36,011 |
34,154 |
59,296 |
56,009 |
132,751 |
124,074 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Interests in associates |
22,859 |
23,715 |
12,715 |
11,872 |
11,850 |
11,897 |
11,970 |
11,353 |
9,191 |
8,681 |
66,375 |
62,037 |
|||
|
|
|
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
───── |
───── |
|||
|
|
Others |
- |
(1,331) |
75 |
3,293 |
1,525 |
5,891 |
- |
(317) |
149 |
1,134 |
- |
- |
|||
|
|
Net carrying value of the Group |
22,859 |
22,384 |
12,790 |
15,165 |
13,375 |
17,788 |
11,970 |
11,036 |
9,340 |
9,815 |
66,375 |
62,037 |
|||
|
|
|
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
──── |
───── |
───── |
|||
6 PREPAYMENTS FOR ACQUISITION OF INVESTMENT PROPERTIES
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Historical cost |
10,975 |
8,986 |
|
Transfer from assets classified as held for sale (Note 13) |
- |
1,989 |
|
Less: cumulative allowance for impairment losses |
(3,080) |
(2,736) |
|
|
───── |
───── |
|
|
7,895 |
8,239 |
|
|
═════ |
═════ |
The movement of cumulative allowance for impairment losses is analysed as follows:
|
|
|
|
|
Opening balance |
2,736 |
1,486 |
|
Charge for the year |
344 |
1,250 |
|
|
──── |
──── |
|
Closing balance |
3,080 |
2,736 |
|
|
════ |
════ |
These prepayments relate to payments made by the Group to property vendors where the final transfer of the properties is pending the approval of the relevant authorities as at the consolidated balance sheet date and/or is subject to either the Group or the vendor completing certain performance conditions set out in agreements.
As at 30 June 2014 and 30 June 2013, due to market conditions, the recoverable amounts of the properties which were assessed based on fair value less cost to sell were lower than their carrying values.
These prepayments have been measured using unobservable inputs, and are therefore within level 3 of the fair value hierarchy. There were no transfers between levels during the year.
Valuation processes
The recoverable amounts were estimated by independent professional qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the properties for which these payments are made.
The valuations by the independent valuation firms 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 therein. Discount rates applied at 20.0 per cent (30 June 2013: 20.0 per cent).If the discount rates were to fluctuate by 5.0 per cent, the impact on the net asset value ("NAV") of the Group would be a gain/(loss) of USD1.2 million/(USD1.9 million) (30 June 2013: USD0.2 million/(USD1.0 million)).
7 AVAILABLE-FOR-SALE FINANCIAL ASSETS
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Opening balance |
14,484 |
34,561 |
|
Disposal during the year |
- |
(20,077) |
|
Reversal of impairment loss |
249 |
- |
|
Reclassified to trade and other receivables |
(8,700) |
- |
|
Closing balance |
───── 6,033 ───── |
───── 14,484 ───── |
|
Less: current portion |
- |
(8,700) |
|
|
───── |
───── |
|
Non-current portion |
6,033 |
5,784 |
|
|
═════ |
═════ |
8 FINANCIAL INSTRUMENTS BY CATEGORY
|
|
Loans and receivables |
Financial assets at fair value through profit or loss |
Available-for-sale financial assets |
Total |
|
|
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
|
|
As at 30 June 2014 |
|
|
|
|
|
|
Available-for-sale financial assets |
- |
- |
6,033 |
6,033 |
|
|
Long-term loan included in interest in associates |
27,614 |
- |
- |
27,614 |
|
|
Short-term loan to related parties |
5,235 |
- |
- |
5,235 |
|
|
Trade and other receivables |
14,515 |
- |
- |
14,515 |
|
|
Financial assets at fair value through profit or loss |
- |
557,036 |
- |
557,036 |
|
|
Term deposit |
4,695 |
- |
- |
4,695 |
|
|
Cash and cash equivalents |
21,551 |
- |
- |
21,551 |
|
|
|
────── 73,610 ══════ |
────── 557,036 ══════ |
───── 6,033 ═════ |
────── 636,679 ══════ |
|
|
|
|
|
|
|
|
|
Financial assets denominated in: |
|
|
|
|
|
|
- USD |
19,405 |
25,008 |
- |
44,413 |
|
|
- VND |
54,199 |
531,493 |
6,033 |
591,725 |
|
|
- Other currencies |
6 |
535 |
- |
541 |
|
|
|
────── 73,610 ══════ |
────── 557,036 ══════ |
───── 6,033 ═════ |
────── 636,679 ══════ |
|
|
|
|
|
|
|
|
|
As at 30 June 2013 |
|
|
|
|
|
|
Available-for-sale financial assets |
- |
- |
14,484 |
14,484 |
|
|
Long-term loan included in interest in associates |
35,124 |
- |
- |
35,124 |
|
|
Short-term loan to related parties |
7,501 |
- |
- |
7,501 |
|
|
Long-term loan to an associate |
1,325 |
- |
- |
1,325 |
|
|
Trade and other receivables |
17,918 |
- |
- |
17,918 |
|
|
Financial assets at fair value through profit or loss |
- |
472,459 |
- |
472,459 |
|
|
Cash and cash equivalents |
53,392 |
- |
- |
53,392 |
|
|
|
────── 115,260 ══════ |
────── 472,459 ══════ |
───── 14,484 ═════ |
────── 602,203 ══════ |
|
|
|
|
|
|
|
|
|
Financial assets denominated in: |
|
|
|
|
|
|
USD |
17,746 |
20,907 |
8,700 |
47,353 |
|
|
VND |
97,495 |
450,938 |
5,784 |
554,217 |
|
|
Other currencies |
19 |
614 |
- |
633 |
|
|
|
────── 115,260 ══════ |
────── 472,459 ══════ |
───── 14,484 ═════ |
────── 602,203 ══════ |
|
All financial liabilities are classified as financial liabilities carried at amortised cost. As at the consolidated balance sheet date, the financial liabilities denominated in USD and in VND are USD11.5 million and USD14.3 million (30 June 2013: USD10.4 million and USD6.0 million), respectively.
9 INVENTORIES
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
At cost: |
|
|
|
Finished goods |
4,170 |
4,593 |
|
Raw materials |
1,776 |
1,651 |
|
Work in progress |
405 |
264 |
|
Spares and tools |
865 |
905 |
|
|
───── 7,216 ═════ |
───── 7,413 ═════ |
The cost of inventories recognised as expenses and included in cost of sales amounted to USD4.8 million (year ended 30 June 2013: USD5.5 million) during the year.
10 TRADE AND OTHER RECEIVABLES
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Trade receivables |
2,566 |
1,730 |
|
Receivable from matured bonds |
6,460 |
9,888 |
|
Interest receivables |
1,595 |
1,030 |
|
Dividend receivables |
1,627 |
371 |
|
Receivables from disposals of investments |
9,000 |
2,963 |
|
Payments on behalf of related parties (Note 28(c)) |
1,290 |
2,059 |
|
Short-term loan to a third party |
3,000 |
1,271 |
|
Deposits for share tender |
- |
1,152 |
|
Other receivables |
2,364 |
2,555 |
|
|
───── |
───── |
|
|
27,902 |
23,019 |
|
Less: Cumulative provision for impairment of receivables |
(13,387) |
(5,101) |
|
|
───── 14,515 ═════ |
───── 17,918 ═════ |
The movement in the cumulative provision for impairment of receivables is analysed as follows:
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Opening balance |
5,101 |
3,746 |
|
Provision for impaired trade receivables (Note 24) |
114 |
1,355 |
|
Provision for impaired other receivables |
11,600 |
- |
|
Provision written off |
(3,428) |
- |
|
Closing balance |
──── 13,387 ════ |
──── 5,101 ════ |
|
Provision balance is in respect of: |
|
|
|
- Trade receivables |
739 |
625 |
|
- Receivable from matured bonds |
- |
3,428 |
|
- Others |
12,648 |
1,048 |
|
|
──── 13,387 ════ |
──── 5,101 ════ |
The creation and release of the provision for impaired receivables have been included in 'other expenses' in the income statement.
During the year, a bond issuer increased its chartered capital and issued new shares to a subsidiary as a form of settlement of its debt. Accordingly, the receivable from matured bonds of USD3.4 million with the corresponding allowance of USD3.4 million, have been derecognised. The new shares received have been recognised as a financial asset at fair value through profit or loss during the year.
The credit quality of the trade and other receivables as at the reporting date is as follows:
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Trade receivables: |
|
|
|
- Current within the credit period and not impaired |
720 |
672 |
|
- Past due but not impaired |
1,107 |
433 |
|
- Past due and impaired |
739 |
625 |
|
Other receivables: |
|
|
|
- Current and not impaired |
12,688 |
16,813 |
|
- Past due and impaired |
12,648 |
4,476 |
|
|
───── 27,902 ═════ |
───── 23,019 ═════ |
The amounts of trade receivables past due and assessed as impaired relate to receivables from sales agents of subsidiaries. The amounts past due but assessed as not impaired at theconsolidated balance sheet date relate to a number of customers with whom there is no recent history of default.
As at the reporting date, there was no significant concentration of credit risk (30 June 2013: none).
Other than the provision for impairment of receivables disclosed above, the other classes within the trade and other receivables do not include impaired assets.
As all trade and other receivables are short term in nature, their carrying values are considered reasonable approximations of their fair values at the reporting date.
11 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Financial assets in Vietnam: |
|
|
|
Ordinary shares - listed |
423,563 |
356,438 |
|
Ordinary shares - unlisted |
88,689 |
76,748 |
|
Government bonds |
19,241 |
17,752 |
|
|
────── |
────── |
|
|
531,493 |
450,938 |
|
Financial assets in countries other than Vietnam: |
|
|
|
Ordinary shares - listed |
25,543 |
21,521 |
|
|
────── 557,036 ══════ |
────── 472,459 ══════ |
|
Less: non-current portion |
(4,697) |
(4,697) |
|
Current portion |
────── 552,339 ══════ |
────── 467,762 ══════ |
The government bonds carry a fixed interest rate of 6.7 per cent - 7.6 per cent per annum (30 June 2013: 9.3 per cent - 12.2 per cent per annum). The government bonds have a Moody's rating of B1 at 30 June 2014 (30 June 2013: Moody's rating of B2).
The value of government bonds pledged as collateral for a subsidiary's repurchase obligation is USD4.8 million (30 June 2013: nil).
As at the reporting date, the Group holds more than a 20 per cent equity interest in the following entities which the Group determines that it has no significant influence:
|
|
Equity interest (%) as at |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
|
|
|
Listed entities: |
|
|
|
- Khang Dien House Trading and Investment Joint Stock Company |
22.3% |
23.6% |
|
|
═════ |
═════ |
|
Unlisted entities: |
|
|
|
- An Giang Plant Protection Joint Stock Company |
24.7% |
24.7% |
|
- Cau Tre Export Goods Processing Joint Stock Company |
37.3% |
36.4% |
|
- Vina Construction Machine Joint Stock Company |
30.0% |
30.0% |
|
- Saigon Petroleum Service Company |
22.2% |
22.2% |
|
|
═════ |
═════ |
The details of financial assets at fair value through profit or loss by industry are as follows:
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Consumer discretionary, food |
148,044 |
163,169 |
|
Construction materials |
93,830 |
45,849 |
|
Financial services |
54,542 |
61,343 |
|
Agriculture, rubber and fertiliser |
94,251 |
83,673 |
|
Energy, minerals and petroleum |
57,642 |
24,737 |
|
Pharmaceuticals |
28,886 |
19,388 |
|
Real estate |
54,518 |
48,036 |
|
Bonds |
19,241 |
17,752 |
|
Other securities |
6,082 |
8,512 |
|
|
────── 557,036 ══════ |
────── 472,459 ══════ |
As at 30 June 2014, the value of one holding, Vinamilk, in financial assets at fair value through profit or loss amounted to 12.2 per cent of the NAV of the Group (30 June 2013: 15.4 per cent). There were no other holdings that had a value exceeding 10 per cent of the NAV of Group as at 30 June 2014 or 30 June 2013.
12 CASH AND CASH EQUIVALENTS
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Cash on hand |
24 |
26 |
|
Cash in banks |
18,401 |
28,987 |
|
Cash equivalents |
3,126 |
24,379 |
|
|
───── 21,551 ═════ |
───── 53,392 ═════ |
Cash equivalents represent short-term deposits with rates of 5.25 per cent for VND accounts (30 June 2013: 0.5 per cent and 7 per cent for USD and VND accounts, respectively). The majority of these deposits have maturity terms from one to two months from the reporting date.
As at the consolidated balance sheet date, the cash and cash equivalents are denominated in the following currencies:
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Cash and cash equivalents in USD |
7,705 |
15,046 |
|
Cash and cash equivalents in VND |
13,840 |
38,326 |
|
Cash and cash equivalents in other currencies |
6 |
20 |
|
|
───── 21,551 ═════ |
───── 53,392 ═════ |
13 ASSETS CLASSIFIED AS HELD FOR SALE
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Opening balance |
- |
32,127 |
|
Disposal during the year |
(5,375) |
(25,238) |
|
Transfer to financial assets at fair value through profit or loss |
- |
(4,900) |
|
Transfer from interest in associates (Note 5) |
9,101 |
- |
|
Transfer to prepayments for acquisition of investment properties (Note 6) |
- |
(1,989) |
|
Closing balance |
───── 3,726 ═════ |
───── - ═════ |
14 SHARE CAPITAL
|
|
30 June 2014 |
|
30 June 2013 |
||
|
|
Number of shares |
USD'000 |
|
Number of shares |
USD'000 |
|
Ordinary shares of USD0.01 each: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorised |
500,000,000 |
5,000 |
|
500,000,000 |
5,000 |
|
|
════════ |
════ |
|
════════ |
════ |
|
Issued and fully paid |
324,610,259 |
3,246 |
|
324,610,259 |
3,246 |
|
|
════════ |
════ |
|
════════ |
════ |
15 TREASURY SHARES
|
|
30 June 2014 |
|
30 June 2013 |
||
|
|
Number of shares |
USD'000 |
|
Number of shares |
USD'000 |
|
|
|
|
|
|
|
|
Opening balance |
63,233,988 |
113,639 |
|
12,074,663 |
17,785 |
|
Ordinary shares bought during the year |
23,121,277 |
52,300 |
|
51,159,325 |
95,854 |
|
|
──────── |
───── |
|
──────── |
───── |
|
Closing balance |
86,355,265 |
165,939 |
|
63,233,988 |
113,639 |
|
|
════════ |
═════ |
|
════════ |
═════ |
During the year, the Company purchased 23,121,277 of its ordinary shares (30 June 2013: 51,159,325 ordinary shares) for a total cash consideration of USD52.3 million (30 June 2013: USD88.7 million and payable of USD7.2 million at year end) at an average cost of USD2.27 per share (30 June 2013: USD1.87 per share).
The total number of ordinary shares acquired represents 26.6 per cent (30 June 2013: 19.5 per cent) of the Company's 324,610,259 ordinary shares in issue and as a result, total voting rights in the Company have been reduced to 238,254,994 ordinary shares (30 June 2013: 261,376,271 ordinary shares).
16 REVALUATION RESERVE
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Opening balance |
31,376 |
28,602 |
|
Share of change in revaluation reserve of associates |
1,905 |
3,994 |
|
Disposal of an associate |
- |
(1,220) |
|
|
───── |
───── |
|
Closing balance |
33,281 |
31,376 |
|
|
═════ |
═════ |
The Group's share of the revaluation gains relates to the revaluation of hotels held by associates. The closing balance of the revaluation reserve as at 30 June 2014 relates solely to the Group's investment in S.E.M Thong Nhat Hotel Metropole.
17 SHORT-TERM BORROWINGS
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Short-term bank borrowings (*) |
3,326 |
2,261 |
|
Sale and repurchase agreement (**) |
4,513 |
- |
|
|
───── 7,839 ═════ |
───── 2,261 ═════ |
(*) These loans, obtained by American Home Vietnam Co Ltd., are secured by the investee company's plant and equipment. The fair value of the loans at the reporting date, approximate their carrying amounts due to their short term nature. The loans are denominated in VND and are repayable within 12 months. The loans bore interest at rates ranging from 8.0 per cent to 10.0 per cent per annum (30 June 2013: 10.0 per cent to 11.5 per cent).
(**) This debt relates to the sale and repurchase of government bonds held by a subsidiary. The debt is denominated in VND and is repayable within two months of the reporting date. Its fair value at the reporting date is equal to the carrying amounts due to its short term nature. The debt is subject to an implied interest rate of 4.4 per cent per annum.
18 TRADE AND OTHER PAYABLES
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Trade payables |
1,794 |
1,841 |
|
Withholding taxes payable |
548 |
1093 |
|
Unearned revenue |
1,250 |
1,526 |
|
Payables to brokers |
- |
7,245 |
|
Professional fees payables |
199 |
739 |
|
Other payables |
775 |
1,214 |
|
|
───── 4,566 ═════ |
───── 13,658 ═════ |
All trade and other payables are short-term in nature. Therefore, their carrying values are considered a reasonable approximation of their fair values.
19 REVENUE AND COST OF SALES
The Group's revenue and cost of sales represent the sales of goods and cost of sales of its operating subsidiaries, American Home Vietnam Co. Ltd and Yen Viet Joint Stock Company.
All revenues are derived from external customers and there was no significant concentration of sales to any single customer.
20 INTEREST INCOME AND FINANCE COSTS, NET
(a) Interest income
|
|
Year ended |
|
|
30 June 2014 |
30 June 2013 |
|
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Interest income comprised interest earned on: |
|
|
|
- cash and term deposits |
1,096 |
1,413 |
|
- government bonds |
- |
1,066 |
|
- corporate bonds |
- |
184 |
|
- loans to associates |
824 |
590 |
|
- others |
31 |
174 |
|
|
───── 1,951 |
───── 3,427 |
|
|
═════ |
═════ |
|
(b) Finance income and finance costs |
|
|
|
|
Year ended |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
Finance income comprised: |
|
|
|
- realised gains on foreign currency differences |
224 |
89 |
|
|
───── |
───── |
|
Finance costs comprised: |
|
|
|
- interest expense |
(573) |
(281) |
|
- realised losses on foreign currency differences |
(289) |
(687) |
|
- unrealised losses on foreign currency differences |
(76) |
(168) |
|
|
───── |
───── |
|
|
(938) |
(1,136) |
|
|
───── |
───── |
|
|
(714) |
(1,047) |
|
|
═════ |
═════ |
21 GAIN FROM FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS, NET
|
|
Year ended |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Financial assets at fair value through profit or loss: |
|
|
|
- Gains from the realisation of financial assets, net |
9,134 |
34,753 |
|
- Unrealised gains, net |
88,173 |
54,501 |
|
|
───── |
───── |
|
|
97,307 |
89,254 |
|
|
═════ |
═════ |
22 SELLING, GENERAL AND ADMINISTRATION EXPENSES AND ONGOING CHARGES
a) Selling, general and administration expenses
|
|
Year ended |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Investment Management fees (Note 28(a)) |
11,647 |
15,001 |
|
Incentive fee (Note 28(b)) |
9,013 |
- |
|
Professional fees |
2,583 |
3,550 |
|
Selling, general and administration expenses (*) |
3,205 |
1,941 |
|
Other expenses |
416 |
248 |
|
|
───── 26,864 ═════ |
───── 20,740 ═════ |
(*) The majority of these expenses relate to operating expenses incurred by the subsidiaries of the Group.
b) Total expenses ratio
|
|
Year ended |
|
|
|
30 June 2014 |
30 June 2013 |
|
Total expenses ratio (using AIC recommended methodology) |
1.72% |
2.13% |
|
Incentive fee |
1.17% |
- |
|
|
───── |
───── |
|
Total expenses ratio including incentive fee |
2.89% |
2.13% |
|
|
═════ |
═════ |
|
|
|
|
Total expenses ratio has been calculated in accordance with the Association of Investment Companies ("AIC") recommended methodology dated May 2012. It is the ratio of annualised ongoing charges over the average undiluted NAV of the Group during the year.
Expenses include: Investment Management fees, Directors' fees and expenses, recurring audit and tax services, custody and fund administration services, fund accounting services, secretarial services, registrars' fees, public relations fees, insurance premiums, regulatory fees and similar charges.
23 OTHER INCOME
|
|
Year ended |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Gains on disposals of investments in: |
|
|
|
- Available-for-sale financial assets |
4,336 |
9,955 |
|
|
───── |
───── |
|
Total gain on disposals of investments |
4,336 |
9,955 |
|
Reversal of impairment loss |
249 |
- |
|
Consulting income |
412 |
343 |
|
Other income |
1,561 |
824 |
|
|
───── |
───── |
|
|
6,558 |
11,122 |
|
|
═════ |
═════ |
24 OTHER EXPENSES
|
|
Year ended |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Impairments of trade receivables (Note 10) |
114 |
1,355 |
|
Impairments of other assets |
14,045 |
1,937 |
|
Loans written off on disposals of investments in associates |
- |
3,028 |
|
Losses on disposals of investments in associates |
- |
667 |
|
Goodwill impairment |
- |
449 |
|
Others |
566 |
1,891 |
|
|
───── |
───── |
|
|
14,725 |
9,327 |
|
|
═════ |
═════ |
25 INCOME TAX EXPENSE
Under the current laws of the Cayman Islands, there is no income, state, corporation, capital gains or other taxes payable by the Company.
The income from subsidiaries incorporated in Vietnam is taxable at the applicable tax rate in Vietnam. Income tax expense is recognised based on the estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual tax rate used for the year to 30 June 2014 is 23.5 per cent (the estimated tax rate for the six months ended 31 December 2013 was 25 per cent). The decrease is due to a reduction of 3 per cent in the corporate income tax rate in Vietnam which is applicable from 1 January 2014.
Tax paid by the Group, including the subsidiaries incorporated in Vietnam, during the year is summarised as follows:
|
|
Year ended |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Capital gains tax |
988 |
38 |
|
Transaction tax |
81 |
210 |
|
Withholding tax |
68 |
408 |
|
Corporate income tax |
64 |
16 |
|
Tax expense |
──── 1,201 ════ |
──── 672 ════ |
26 EARNINGS PER SHARE AND NET ASSET VALUE PER SHARE
(a) Basic
Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company from operations by the weighted average number of ordinary shares in issue during the year (excluding ordinary shares purchased by the Company and held as treasury shares
(Note 15).
|
|
Year ended |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
|
|
|
Profit attributable to shareholders of the Company for the year (USD'000) |
81,666 |
90,254 |
|
Weighted average number of ordinary shares in issue |
246,934,372 |
286,648,181 |
|
Basic earnings per share (USD per share) |
0.33 |
0.31 |
|
|
══════════ |
═════════ |
(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 Company has not entered into any arrangement which could be dilutive to ordinary shareholders. Therefore, diluted earnings per share is equal to basic earnings per share.
(c) NAV per share
NAV per share is calculated by dividing the NAV attributable to equity shareholders of the Company by the number of outstanding ordinary shares in issue as at the reporting date (excluding ordinary shares purchased by the Company and held as treasury shares (Note 15). Net asset value is determined as total assets less total liabilities.
|
|
As at 30 June 2014 |
As at 30 June 2013 |
|
|
|
|
|
NAV attributable to shareholders of the Company (USD'000) |
778,955 |
752,443 |
|
Number of outstanding ordinary shares in issue |
238,254,994 |
261,376,271 |
|
NAV per share (USD/share) |
3.27 ═════════ |
2.88 ═════════ |
27 DIRECTORS' REMUNERATION
The aggregate Directors' fees paid during the year amounted to USD363,767 (year ended 30 June 2013: USD240,833), of which USD331,192 was outstanding as payable as at 30 June 2014 (30 June 2013: USD45,833).
The details of remuneration by Director are summarised below:
|
|
Year ended |
|
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Steven Bates |
95 |
28 |
|
Martin Adams |
80 |
18 |
|
Thuy Bich Dam |
19 |
- |
|
Martin Glynn |
80 |
60 |
|
Michael Gray |
90 |
60 |
|
Don Lam (*) |
- |
- |
|
William Vanderfelt |
- |
75 |
|
|
──── 364 ════ |
──── 241 ════ |
(*) Don Lam does not receive any remuneration from the Company.
Directors' fees borne by:
|
|
|
|
|
- The Investment Manager |
- |
79 |
|
- The Company |
364 |
162 |
|
|
──── 364 ════ |
──── 241 ════ |
At the Annual General Meeting (AGM) held on 28 November 2013, the shareholders approved a resolution to increase the cap on Directors' remuneration to USD500,000 per annum, thus removing the need for the Investment Manager to subsidise Directors' fees.
28 RELATED PARTIES
(a) Investment management fees
The Group is managed by the Investment Manager, an investment management company incorporated in the Cayman Islands, under an amended and restated Investment Management Agreement dated 24 June 2013 which became effective as of 1 July 2013 (the "Amended Management Agreement"). Prior to 1 July 2013 the Investment Manager received an investment management fee based on the NAV of the Group, payable monthly in arrears at an annual rate of 2.0 per cent of the NAV. Under the Amended Investment Management Agreement the Investment Manager receives a fee at an annual rate of 1.5 per cent of the NAV, payable monthly in arrears.
The total investment management fees for the year amounted to USD11.6 million (30 June 2013: USD15.0 million), with USD1.2 million (30 June 2013: USD1.2 million) outstanding as payable to the Investment Manager at the reporting date.
(b) Incentive fees
Prior to 1 July 2013 the Investment Manager was paid an incentive fee equal to 20 per cent of the increase in the NAV of the Company over an 8 per cent per annum hurdle rate, with a catch up.
From 1 July 2013 the incentive fee is 15 per cent of the increase in NAV per share over a hurdle rate of 8 per cent per annum. A catch up is no longer applied. Furthermore, for the purposes of calculating incentive fees, the Group's net assets are segregated into a Direct Real Estate Portfolio and a Capital Markets Portfolio. A separate incentive fee is calculated for each portfolio so that for anyconsolidated balance sheet date it will be possible for an incentive fee to become payable in relation to one, both, or neither, portfolio depending upon the performance of each portfolio. However, the maximum incentive fee that can be paid in any given year with respect to a portfolio is 1.5 per cent of the NAV of the portfolio at the consolidated balance sheet date. Any incentive fees earned in excess of the cap may be paid out in subsequent years providing that certain performance targets are met.
The total incentive fees for the year amounted to USD9.0 million (30 June 2013: nil), with USD9.0 million outstanding as payable to the Investment Manager (30 June 2013: nil) at the reporting date.
(c) Other balances with related parties
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
Receivables from VinaLand Limited - an investment company managed by the Investment Manager |
959 |
1,586 |
|
Receivables from the Investment Manager |
331 |
473 |
|
|
────── 1,290 ══════ |
──── 2,059 ════ |
|
|
|
|
|
Payable to the Investment Manager |
(10,246) |
(1,199) |
|
Payable to VinaLand Limited - an investment company managed by the Investment Manager |
(1,872) |
(957) |
|
Other payables to related parties |
(972) |
- |
|
|
────── (13,090) ══════ |
──── (2,156) ════ |
|
Investment in other investment companies managed by the Investment Manager |
|
|
|
- Vietnam Infrastructure Limited |
4,955 |
4,338 |
|
- VinaLand Limited |
20,053 |
16,569 |
|
|
────── 25,008 ══════ |
────── 20,907 ══════ |
(d) Loans to related parties
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
Long-term loans to: |
|
|
|
- Associates under common management (i) (Note 5) |
27,614 |
35,124 |
|
- An associate |
- |
1,325 |
|
Total long-term loans to related parties |
────── 27,614 |
───── 36,449 |
|
|
────── |
───── |
|
Short-term loans to: |
|
|
|
- Current portion of long-term loan to an associate (ii) |
1,596 |
568 |
|
- Other related parties (iii) |
3,639 |
6,933 |
|
Total short-term loans to related parties |
────── 5,235 |
───── 7,501 |
|
|
────── |
───── |
|
Total loans to related parties |
32,849 ═════ |
43,950 ═════ |
The movement of loans to related parties during the year is as follow:
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Opening balance |
43,950 |
46,504 |
|
Loans advanced |
1,888 |
1,779 |
|
Loan repayments |
(2,829) |
(1,514) |
|
Disposals |
- |
(3,028) |
|
Transfer to investments in associates (Note 5) |
(7,860) |
- |
|
Impairment of loan receivables |
(1,652) |
(84) |
|
Others |
(648) |
293 |
|
Closing balance |
───── 32,849 ═════ |
───── 43,950 ═════ |
(i) Associates under common management refers to investment companies which have joint investments in real estate projects with VinaLand Limited. These loans form part of the Group's net investment in the associates; repayments are not planned prior to the sale of each investment.
(ii) The short-term loan to an associate is secured by way of shares of an entity listed on either of Vietnam's stock exchanges, the Ho Chi Minh Stock Exchange (HOSE) or the Hanoi Stock Exchange (HNX). The loan bears interest at the rate of 15.0 per cent per annum.
(iii) The short-term loans to other related parties have repayment terms within 12 months, they are unsecured and carry interest at rates ranging from 1.5 per cent to 15.0 per cent per annum (30 June 2013: 1.5 per cent to 15.0 per cent per annum).
(e) Other transactions with related parties
A loan of USD25.0 million was provided to Prosper Big Investments Limited and Henry Enterprise Limited, holding companies of a joint investment project (the 21st Century project) owned by VinaLand Limited and the Group. The loan was provided for a period of two weeks to enable the companies to provide proof of available financing in conjunction with the relicensing of the project.
29 FINANCIAL RISK FACTORS
The Group invests in listed and unlisted equity instruments, debt instruments, assets and other opportunities in Vietnam and overseas 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 potentially adverse effects on the Group's financial performance. The Group's risk management is coordinated by the Investment Manager who manages the distribution of the assets to achieve the investment objectives.
The most significant financial risks the Group is exposed to are described below:
(a) Market risk analysis
Foreign 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 the VND, the value of the VND has historically been in recent times closely pegged to that of the USD, the reporting currency.
The Group has not entered into any hedging mechanism as the estimated costs of available instruments outweigh their benefits. On an ongoing basis the Investment Manager analyses the current economic environment and expected future conditions and decides the optimal currency mix considering the risk of currency fluctuation, interest rate return differentials and transaction
costs. The Investment Manager updates the Board regularly on the currency position.
Foreign exchange risk
As at 30 June 2014 and 2013, the Group has foreign currency exposure mainly arising from holding cash and cash equivalents which is not denominated in its functional currency. As at the reporting date, had the VND weakened/strengthened by 5 per cent in relation to USD, with all other variables held constant, there would be a net exchange loss/profit from the financial assets and liabilities denominated in VND (Note 8) of USD27.0 million (30 June 2013: USD28.4 million).
Price risk
Price risk is the risk that the value of an instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer, or factors affecting all instruments traded in the market.
The Group invests in listed and unlisted equity securities and is exposed to market price risk of these securities due to the uncertainties about future values of the investment securities.
The majority of the Group's equity investments are publicly traded on either of Vietnam's stock exchanges (HOSE or HNX).
As at 30 June 2014, the value of the holding in the equity of Vinamilk was 12.2 per cent of the NAV of the Group (30 June 2013: 15.4 per cent). The Group has no other holdings in individual equity positions exceeding 10.0 per cent of the Group's net assets.
All securities investments present a risk of loss of capital. This risk is managed 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.
If the prices of the securities were to fluctuate by 10 per cent, the impact on the NAV of the Group would be a gain/loss of USD53.8 million (30 June 2013: approximately gain/loss of USD44.0 million).
Cash flow and fair value interest rate risk
The Group's exposure to interest rate risk is related to interest bearing financial assets and financial liabilities. Cash and cash equivalents, and government bonds are subject to interest at fixed rates. They are exposed to fair value changes due to interest rate changes. The Group had no significant financial liabilities with floating interest rates. As a result, the Group had limited exposure to cash flow and interest rate risk.
(b) Credit risk analysis
Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. Impairment provisions are provided for losses that have been incurred by the Group at the reporting date.
A list of approved banks is maintained for holding deposits and have set aggregate limits for deposits or exposures to individual banks. While this list is formally reviewed at least monthly, it is updated to reflect developments in the market on a timely basis as information becomes available.
All transactions in listed securities are settled upon delivery using approved brokers. The risk of default is considered low, as delivery of securities sold is only made once the broker has received payment. Payment is made for purchases once the securities have been received by the broker. The trade will be unwound if either party fails to meet its obligations.
All clearing, settlement, custodial and depository operations for the Group's investments in Vietnam are conducted through HSBC Bank (Vietnam) Limited.
The carrying amount of trade and other receivables, loan receivables and available-for-sale financial assets represent the Group's maximum exposure to credit risk in relation to its financial assets.
No credit limits were exceeded during the reporting period other than those fully impaired as disclosed in Note 10 and those being rescheduled during the year as mentioned below, there are no other losses expected from non-performance by these counterparties.
In accordance with the Group's policies, the credit position is continuously monitored, identified either individually or by group, and incorporates this information into its credit controls.
The valuations of financial assets that are impaired or overdue at each reporting date are reviewed based on the payment status of the counterparties, recoverability of receivables, and prevailing market conditions.
The Group's exposure to credit risk is limited to the carrying amounts of financial assets recognised at the reporting date, as summarised below:
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Classes of financial assets - carrying amounts: |
|
|
|
Long-term loan included in interest in associates |
27,618 |
35,124 |
|
Long-term loan to an associate |
- |
1,325 |
|
Short-term loan to related parties |
5,235 |
7,501 |
|
Trade and other receivables |
14,515 |
17,918 |
|
Financial assets at fair value through profit or loss |
19,241 |
22,449 |
|
Short term investment |
4,695 |
- |
|
Cash and cash equivalents |
21,551 |
53,392 |
|
|
────── 92,855 ══════ |
────── 137,709 ══════ |
|
Allowance for impairment |
(13,387) |
(5,101) |
|
|
══════ |
══════ |
A total allowance of USD13.4 million (30 June 2013: USD5.1 million) was provided for amounts that the Group expected to be uncollectible or impaired (Note 10).
Cash and cash equivalents, and term deposits are held at banks and financial institutions which do not have histories of default. Details are as follows:
|
|
|
30 June 2014 |
30 June 2013 |
|
Banks |
S&P's rating |
USD'000 |
USD'000 |
|
The Hong Kong and Shanghai Banking Corp |
AA- |
1,311 |
4,502 |
|
HSBC Bank (Vietnam) Ltd. |
No rating (*) |
11,836 |
23,398 |
|
Standard Chartered Bank (Hong Kong) Ltd. |
B+ to BB- |
2,458 |
5,792 |
|
Standard Chartered Bank (Singapore) Ltd. |
B+ to BB- |
1,400 |
1,651 |
|
Vietnam State-owned and joint stock banks |
No rating (*) |
4,546 |
18,049 |
|
|
|
────── 21,551 ══════ |
───── 53,392 ═════ |
(*) These banks have no credit rating given by any international credit rating agencies. The Group has no other significant concentrations of credit risk.
(c) Liquidity risk analysis
The Group invests in both listed securities that are traded in active markets and unlisted securities that are not actively traded.
The Group's listed securities are considered to be readily realisable, as they are mainly listed on either of Vietnam's stock exchanges (HOSE or HNX). However occasional lack of liquidity in the market can lead to delays in selling shares, which in turn, could impact the price realised if the Group needs to sell the shares quickly.
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.
As at the reporting date, the Group's contractual financial liabilities shown in the consolidated balance sheet as current are repayable within six months (30 June 2013: six months) from the consolidated balance sheet date. The long-term contractual financial liability is not material to the Group.
(d) Capital management
The Group's capital management objectives are to achieve capital growth and ensure the Group's ability to continue as a going concern. The Group is not subject to any externally imposed capital requirements.
Net assets are allocated in such a way so as to generate investment returns that are commensurate with the investment objectives outlined in the Group's offering documents.
Of the above balances, during the year, a receivable from a third party amounting to US$8.7 million and a short-term loan to an associate amounting to US$0.3 million were rescheduled.
(e) Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The difference levels have been defined as follows:
· Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
· Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
· Level 3: Inputs for the asset or liability that are not based on observable market data
(that is, unobservable inputs).
There were no financial liabilities for the Group which were measured using the fair valuation method as at 30 June 2014 and 30 June 2013.
The level within which the financial asset is classified is determined based on the lowest level of significant input to the fair value measurement.
The financial assets measured at fair value in the consolidated balance sheets are grouped into the fair value hierarchy as follows. See Note 6 for the prepayment for acquisition of investment properties that are measured at fair value.
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
|
|
|
|
|
|
|
As at 30 June 2014 |
|
|
|
|
|
Financial assets at fair value through profit or loss in Vietnam: |
|
|
|
|
|
- Ordinary shares - listed |
418,964 |
4,599 |
- |
423,563 |
|
- Ordinary shares - unlisted |
4,697 |
81,301 |
2,691 |
88,689 |
|
- Government bonds |
19,241 |
- |
- |
19,241 |
|
Financial assets in countries other than Vietnam: |
|
|
|
|
|
- Ordinary shares - listed |
25,543 |
- |
- |
25,543 |
|
Available-for-sale financial assets: |
|
|
|
|
|
- Private equity investments |
- |
- |
6,033 |
6,033 |
|
Other financial asset |
4,695 |
- |
- |
4,695 |
|
|
─────── 473,140 ═══════ |
────── 85,900 ══════ |
────── 8,724 ══════ |
─────── 567,764 ═══════ |
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
USD'000 |
USD'000 |
USD'000 |
USD'000 |
|
|
|
|
|
|
|
As at 30 June 2013 |
|
|
|
|
|
Financial assets at fair value through profit or loss in Vietnam: |
|
|
|
|
|
- Ordinary shares - listed |
350,694 |
5,744 |
- |
356,438 |
|
- Ordinary shares - unlisted |
4,697 |
66,871 |
5,180 |
76,748 |
|
- Government bonds |
17,752 |
- |
- |
17,752 |
|
Financial assets in countries other than Vietnam: |
|
|
|
|
|
- Ordinary shares - listed |
21,521 |
- |
- |
21,521 |
|
Available-for-sale financial assets: |
|
|
|
|
|
- Private equity investments |
8,700 |
- |
5,784 |
14,484 |
|
|
──────403,364 ═══════ |
─────72,615 ══════ |
──── 10,964 ══════ |
───── 486,943 ═══════ |
Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include active listed equities, government bonds and private equity investment that have committed prices at the consolidated balance sheet date. The Group does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices and dealer quotations are classified within Level 2. These include investments in listed equities and OTC equities. As Level 2 investments include positions that are not traded in active markets, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
Specific valuation techniques used to value financial instruments include:
• Quoted market prices or dealer quotes;
• Use of discounted cash flow technique to present value the estimated future cash flows;
• Other techniques, such as latest market transaction price.
Level 3 instruments relate to investments in private equity and thinly traded shares. Investments classified within Level 3 have significant unobservable inputs as they trade infrequently. As observable prices are not available for these securities, the Group uses valuation techniques to derive the fair value and/or the value derived by independent valuation professionals. Level 3 valuations are reviewed on a half-yearly basis by the Company's Audit and Valuation Committee which in turn reports to the Board of Directors. The work of the Audit and Valuation Committee is assisted by the Investment Manager.
A sensitivity analysis for Level 3 investments is not presented as it was deemed that the impact of reasonable changes to any unobservable inputs would not be significant.
Transfers between levels
The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the transfer has occurred.
For the year ended 30 June 2014, there were two transfers between levels as follows:
Transfer from Level 1 to Level 2
During the year ended 30 June 2014, there were no transfers between Level 1 to Level 2. An unlisted investment worth USD1.6 million which was classified as Level 2 as at 30 June 2013 was sold during the year.
During the year ended 30 June 2013, the Group transferred two listed equities amounting to USD5.74 million that were thinly traded from Level 1 to Level 2.
Transfer from Level 2 to Level 3
During the year ended 30 June 2014, the Group transferred six unlisted investments amounting to USD2.6 million which were carried at par value from Level 2 to Level 3.
During the year ended 30 June 2014, two unlisted shares which were classified as Level 2 in prior year were transferred to Level 3 and fully provided for based on the known financial position of those investee companies as at the reporting date. The fair value loss of USD4.1 million was included in the consolidated income statement within the net gain in fair value of financial assets at fair value through profit and loss during the year.
During the year ended 30 June 2013, there were no transfers from Level 2 to Level 3.
The following table presents the changes in Level 3 financial assets:
Year ended
|
|
30 June 2014 |
30 June 2013 |
|
|
USD'000 |
USD'000 |
|
|
|
|
|
Opening balance |
10,964 |
20,045 |
|
Additions |
2,691 |
- |
|
Transfers out of Level 3 (*) |
- |
(14,261) |
|
Transfer from assets held for sales |
- |
4,900 |
|
Disposals |
(5,180) |
- |
|
Reversal of impairment loss/ gain recognised in income statement |
249 |
280 |
|
Closing balance
|
────── 8,724 ══════ |
────── 10,964 ══════ |
|
Total gains for the year included in: |
|
|
|
- Income statement |
249 |
280 |
|
- Other comprehensive income |
- |
- |
|
|
─── 249 ═══ |
─── 280 ═══ |
(*) Transfers out of Level 3 are due to disposals of investments.
This information is provided by RNS
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