TIDMASPL

RNS Number : 4914Z

Aseana Properties Limited

15 September 2022

15 September 2022

Aseana Properties Limited

("Aseana", the "Company" or, the "Group")

Half-Year Results for the Six Months Ended 30 June 2022

Aseana Properties Limited (LSE: ASPL), a property developer with investments in Malaysia and Vietnam listed on the Main Market of the London Stock Exchange, announces its unaudited half-year results for the six-month period ended 30 June 2022.

Operational highlights:

-- The COVID-related Movement Control Order ("MCO") in Malaysia was officially lifted on 3 January 2022 with borders reopening to non-residents on 1 April 2022. The RuMa Hotel has achieved 32% occupancy in the first six months of 2022 and continues to improve its performance. Losses for the period ending 30 June 2022 were approximately RM 2.0 million due to a slower than expected recovery.

-- The RuMa Residences achieved approximately 71% sales to date based on sales completed of the 199 residential units.

-- The Guaranteed Rental Return ("GRR") payment to the hotel unit owners was reinstated in July 2022. The Group has provisioned RM 14.2 million for the GRR payment postponed during the period when the hotel was forced to shut down due to the COVID-related MCO enforcement.

-- In the first half year of 2022, The Harbour Mall Sandakan performance has exceeded expectations with occupancy rates at about 96%. Financial performance through 30 June 2022 is on target.

-- On 28 February 2022, the Group completed its sale of its Vietnam assets comprising the City International Hospital and the adjacent International Healthcare Park in Ho Chi Minh City.

-- As reported in our Annual Report published 28 April 2022, it is expected that the Group would be financed via the sale of the remaining units of residential inventories at The RuMa Hotel & Residences in West Malaysia, and through the disposal of the Sandakan hotel asset (formerly Four Points Sheraton Sandakan Hotel), the Harbour Mall Sandakan and the RuMa Hotel. The Divestment Team has been actively seeking for potential purchasers.

Financial highlights:

-- Other Income of US$ 4.0 million (H1 2021 (re-presented): US$2.1 million)

-- Loss before tax from continuing operations of US$12.5 million (H1 2021 (re-presented): loss of US$1. 4 million) which includes certain non-recurring expenses such as the provision of the Ruma Guaranteed Rental Return of US$3.3 million, a foreign exchange loss of US$2.7 million due to the appreciation of the US Dollars, a loss on asset value of the sold Vietnamese assets of US$3.8 million and operating expenses associated with that divestment of approximately US$1.1 million.

-- Loss after tax from continuing operations of US$12.8 million (H1 2021 (re-presented): loss of US$1.4 million)

-- Loss for the period of US$12.8 million (H1 2021 (re-presented): loss of US$3.3 million)

-- Total comprehensive loss of US$14. 5 million (H1 2021 (re-presented): loss of US$6.6 million)

-- Net asset value of US$79.5 million (31 December 2021 (audited): US$92.7 million) or US$0.40 per share (31 December 2021 (audited): US$0.47 per share)

Events After Statement of Financial Position Date:

On 3 August 2022, the Group terminated the conditional agreement dated 9 September 2021 for the sale of the remaining 58 residential units at The RuMa Hotel and Residences as a result of certain conditions in the agreement that had not been met.

Commenting on the results, Nick Paris, Chairman of Aseana, said:

"The first half results of 2022 reflect the continued challenging market conditions and the slower than expected recovery from the negative impact of COVID-19, the economic impacts from the conflict in Ukraine, the on-going COVID-19 restrictions in China and monetary tightening across most central banks in the face of inflationary conditions. Although the MCO was lifted on 3 January, the Malaysian borders were not reopened to non-residents until 1 April and therefore our hotel operations were negatively impacted. The Company continues to focus on improving operational performance of its assets, increasing their value and actively marketing the assets to potential buyers despite the macro challenges mentioned above and the illiquid nature of the assets."

For further information:

 
 Aseana Properties Limited   Tel: 020 3325 7050 
 Nick Paris (Chairman)       Email: nick.paris@limadvisors.com 
 
 Grant Thornton UK LLP       Tel: 020 7728 2578 
 Philip J Secrett            Email: philip.j.secrett@uk.gt.com 
 
 

Notes to Editors:

London-listed Aseana Properties Limited (LSE: ASPL) is a property developer with investments in Malaysia and Vietnam and is in the process of divesting its remaining assets.

CHAIRMAN'S STATEMENT

Introduction

I am pleased to report on the results of Aseana Properties Limited and its Group of companies for the six months ended 30 June 2022.

Interim Results for the Half Year ended 30 June 2022

Our interim results in this period continue to reflect the significant impact of the COVID-19 virus on our various operating businesses. Our operating revenues continued to decline and despite significant ongoing cost cutting initiatives, operating losses and cash outflows were inevitable due largely to debt service payments. The loss for the period for Aseana for the half year increased to US$ 12.8 million (H1 2021 (re-presented): US$3.3 million) as explained in the Financial Highlights, our net cash used in operating activities was US$ 0.4 million (H1 2021 (re-presented): US$3.9 million) and our cash balance at the end of the period was US$8.9 million (H1 2021 (re-presented): US$9.1 million) after further paydown of debt service. The loss which we are reporting for the six months ended 30 June 2022 has reduced our Net Asset Value per Share from 47 US cents at 31 December 2021 to 40 US cents (30 June 2021 (re-presented) : 49 US cents).

Our Business Focus and Recent Property Divestments

The business focus for the Group is to continue improving the operational performance of our remaining assets in order to preserve our cash balances thereby increasing the value of these assets in conjunction with the ongoing divestment process.

In Vietnam, the Group completed its sale of its Vietnam assets comprising the City International Hospital and the adjacent International Healthcare Park in Ho Chi Minh City, through disposal of the relevant subsidiaries on 28 February 2022. The majority of the proceeds were used to pay down debt.

In addition, further sale discussions are underway on some of our other remaining assets. Our aim continues to be to seek asset sales in a controlled, orderly and timely manner, to pay down remaining debts and then to return surplus sale proceeds to our shareholders. Due to the current difficult economic environment and the inherent nature of the remaining illiquid assets, the Board will remain open to assessing all options to meet the debt obligations.

Acknowledgements

I would like to take this opportunity to thank my colleagues on the Board and throughout our Group and our external advisors, bankers and service providers for their tireless efforts on behalf of the Group and its Shareholders.

This has been another very challenging period in the corporate life of Aseana but with our recently announced divestments and the continuous efforts to sell the remaining assets, I believe that we are heading into the final stages of the life of the Company.

NICK PARIS

Chairman

15 September 2022

PROPERTY PORTFOLIO AS AT 30 JUNE 2022

 
 Project                              Type            Effective   Approximate 
                                                      Ownership         Gross 
                                                                        Floor   Approximate 
                                                                         Area     Land Area 
                                                                       (sq m)        (sq m) 
----------------------------  --------------------  -----------  ------------  ------------ 
 Completed projects 
----------------------------  --------------------  -----------  ------------  ------------ 
 The RuMa Hotel and            Luxury residential 
  Residences                    tower and bespoke 
  Kuala Lumpur, Malaysia              hotel               70.0%        40,000         4,000 
----------------------------  --------------------  -----------  ------------  ------------ 
                                  Retail lots, 
 Sandakan Harbour Square         hotel and retail 
  Sandakan, Sabah, Malaysia            mall              100.0%       126,000        48,000 
----------------------------  --------------------  -----------  ------------  ------------ 
 Undeveloped projects 
----------------------------  --------------------  -----------  ------------  ------------ 
                                   Land parcel 
                                   approved for 
                                   development 
                                 of: (i) Boutique 
                                   resort hotel 
                                    and resort 
                                      villas 
 Kota Kinabalu Seafront            (ii) Resort 
  resort & residences                 homes               80.0%           n/a       172,900 
----------------------------  --------------------  -----------  ------------  ------------ 
 

*Shareholding as at 30 June 2022

n/a: Not available/ Not applicable

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHSED 30 JUNE 2022

 
                                              Unaudited      Unaudited        Audited 
                                             Six months     Six months           Year 
                                                  ended          ended          ended 
                                     Notes      30 June        30 June    31 December 
                                                   2022           2021           2021 
 Continuing activities                          US$'000        US$'000        US$'000 
                                                          Re-presented 
----------------------------------  ------  -----------  -------------  ------------- 
 Revenue                               3              -            516            595 
 Cost of sales                         5              -          (416)          (318) 
----------------------------------  ------  -----------  -------------  ------------- 
 Gross profit                                         -            100            277 
 Other income                                     4,006          2,100          5,677 
 Administrative expenses                        (1,833)          (357)        (1,408) 
 Foreign exchange (loss)/gain          6        (2,703)            856            345 
 Loss on disposal of subsidiaries               (3,752)              -              - 
 Other operating expenses                       (7,524)        (3,168)        (6,826) 
----------------------------------  ------  -----------  -------------  ------------- 
 Operating loss                                (11,806)          (469)        (1,935) 
                                            -----------  -------------  ------------- 
 Finance income                                     981          1,398            710 
 Finance costs                                  (1,718)        (2,274)        (3,621) 
                                            -----------  -------------  ------------- 
 Net finance costs                                (737)          (876)        (2,911) 
 Net loss before taxation                      (12,543)        (1,345)        (4,846) 
 Taxation                              7          (274)           (38)          (141) 
----------------------------------  ------  -----------  -------------  ------------- 
 Loss for the period/year 
  from continuing operations                   (12,817)        (1,383)        (4,987) 
----------------------------------  ------  -----------  -------------  ------------- 
 Discontinued operations 
 Loss for the period/year 
  from discontinued operations                        -        (1,875)        (3,087) 
----------------------------------  ------  -----------  -------------  ------------- 
 Loss for the period/year                      (12,817)        (3,258)        (8,074) 
----------------------------------  ------  -----------  -------------  ------------- 
 

Other comprehensive income/(loss), net of tax

Items that are or may be reclassified subsequently to profit or loss

 
 Foreign currency translation 
  differences 
  for foreign operations           (1,647)   (3,316)    (3,584) 
-------------------------------  ---------  --------  --------- 
 Total other comprehensive 
  loss for the period/year         (1,647)   (3,316)    (3,584) 
-------------------------------  ---------  --------  --------- 
 Total comprehensive loss 
  for the period/year             (14,464)   (6,574)   (11,658) 
-------------------------------  ---------  --------  --------- 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONT'D)

FOR THE SIX MONTHSED 30 JUNE 2022

 
                                                    Unaudited      Unaudited        Audited 
                                                   Six months     Six months           Year 
                                                        ended          ended          ended 
                                          Notes       30 June        30 June    31 December 
                                                         2022           2021           2021 
                                                      US$'000        US$'000        US$'000 
                                                                Re-presented 
---------------------------------------  -------  -----------  -------------  ------------- 
 Loss attributable to: 
 
 Equity holders of the parent 
  company 
 Loss for the period/year 
  from continuing operations                         (11,314)          (701)        (3,850) 
 Loss for the period/year 
  from discontinued operations                              -        (1,032)        (1,632) 
------------------------------------------------  -----------  -------------  ------------- 
 Loss for the period/year attributable 
  to equity holders of the parent 
  company                                            (11,314)        (1,733)        (5,482) 
------------------------------------------------  -----------  -------------  ------------- 
 
 Non-controlling interests 
---------------------------------------  -------  -----------  -------------  ------------- 
 Loss for the period/year 
  from continuing operations                          (1,503)          (682)        (1,137) 
 Loss for the period/year 
  from discontinued operations                              -          (843)        (1,455) 
------------------------------------------------  -----------  -------------  ------------- 
 Loss for the period/year attributable 
  to non-controlling interests                        (1,503)        (1,525)        (2,592) 
------------------------------------------------  -----------  -------------  ------------- 
 Loss for the period/year                            (12,817)        (3,258)        (8,074) 
------------------------------------------------  -----------  -------------  ------------- 
 
 Total comprehensive loss 
  attributable to: 
 
 Equity holders of the parent 
  company 
 Total comprehensive loss 
  from continuing operations                         (13,145)        (2,646)        (5,960) 
 Total comprehensive loss 
  from discontinued operations                              -        (2,044)        (2,719) 
------------------------------------------------  -----------  -------------  ------------- 
 Total comprehensive loss attributable 
  to equity holders of the parent 
  company                                            (13,145)        (4,690)        (8,679) 
------------------------------------------------  -----------  -------------  ------------- 
 
 Non-controlling interests 
 Total comprehensive loss 
  from continuing operations                          (1,319)          (627)        (1,080) 
 Total comprehensive loss 
  from discontinued operations                              -        (1,257)        (1,899) 
------------------------------------------------  -----------  -------------  ------------- 
 Total comprehensive loss attributable 
  to non-controlling interests                        (1,319)        (1,884)        (2,979) 
------------------------------------------------  -----------  -------------  ------------- 
 Total comprehensive loss 
  for the period/year                                (14,464)        (6,574)       (11,658) 
------------------------------------------------  -----------  -------------  ------------- 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONT'D)

FOR THE SIX MONTHSED 30 JUNE 2022

 
                                                 Unaudited      Unaudited        Audited 
                                                Six months     Six months           Year 
                                                     ended          ended          ended 
                                       Notes       30 June        30 June    31 December 
                                                      2022           2021           2021 
                                                   US$'000        US$'000        US$'000 
                                                             Re-presented 
------------------------------------  -------  -----------  -------------  ------------- 
 
 Loss per share 
  Basic and diluted (US cents) 
     - from continuing operations                   (5.69)         (0.35)         (1.94) 
     - from discontinued operations                      -         (0.52)         (0.82) 
---------------------------------------------  -----------  -------------  ------------- 
                                                    (5.69)         (0.87)         (2.76) 
 --------------------------------------------  -----------  -------------  ------------- 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2022

 
                                          Unaudited      Unaudited        Audited 
                                              As at          As at          As at 
                                  Notes     30 June        30 June    31 December 
                                               2022           2021           2021 
                                            US$'000        US$'000        US$'000 
                                                      Re-presented 
-------------------------------  ------  ----------  -------------  ------------- 
 Non-current assets 
 Property, plant and equipment                   82            106            104 
 Intangible assets                              578            578            578 
 Right of use                                     -             17              1 
 Deferred tax assets                          4,707          4,944          4,979 
-------------------------------  ------  ----------  -------------  ------------- 
 Total non-current assets                     5,367          5,645          5,662 
-------------------------------  ------  ----------  -------------  ------------- 
 
 Current assets 
 Inventories                                140,344        160,715        147,048 
 Trade and other receivables                 13,252         14,289         13,540 
 Prepayments                                    498           35 4            496 
 Current tax assets                             476            923            781 
 Assets held for sale                             -            108         14,466 
 Cash and cash equivalents                    8,849          9,083          7,114 
-------------------------------  ------  ----------  -------------  ------------- 
 Total current assets                       163,419        185,472        183,445 
-------------------------------  ------  ----------  -------------  ------------- 
 
 TOTAL ASSETS                               168,786        191,117        189,107 
-------------------------------  ------  ----------  -------------  ------------- 
 
 Equity 
 Share capital                               10,601         10,601         10,601 
 Share premium                              208,925        208,925        208,925 
 Capital redemption reserve                   1,899          1,899          1,899 
 Translation reserve                       (24,683)       (22,612)       (22,852) 
                                                         (102,16 6 
 Accumulated losses                       (117,229)              )      (105,915) 
-------------------------------  ------  ----------  -------------  ------------- 
 Shareholders' equity                        79,513        96,64 7         92,658 
 Non-controlling interests                  (3,871)        (8,761)        (1,678) 
-------------------------------  ------  ----------  -------------  ------------- 
 Total equity                                75,642        87,88 6         90,980 
-------------------------------  ------  ----------  -------------  ------------- 
 
 Non-current liabilities 
 Trade and other payables                    36,246         38,508         38,339 
 Total non-current liabilities               36,246         38,508         38,339 
-------------------------------  ------  ----------  -------------  ------------- 
 
 Current liabilities 
 Trade and other payables                    22,986          6,709         13,824 
 Amount due to non-controlling 
  interests                                   1,169         11,588          1,952 
 Loans and borrowings               9         1,589          2,978          1,695 
 Medium term notes                 10        31,154         43,448         42,317 
 Total current liabilities                   56,898         64,723         59,788 
-------------------------------  ------  ----------  -------------  ------------- 
 
 Total liabilities                           93,144        103,231         98,127 
-------------------------------  ------  ----------  -------------  ------------- 
 
 TOTAL EQUITY AND LIABILITIES               168,786        191,117        189,107 
-------------------------------  ------  ----------  -------------  ------------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHSED 30 JUNE 2022 - UNAUDITED

 
                                                                                                      Total 
                                                                                                     Equity 
                                                                                               Attributable 
                                                                                                  to Equity 
                  Redeemable                             Capital                                    Holders          Non- 
                    Ordinary   Management     Share   Redemption   Translation   Accumulated         of the   Controlling      Total 
                      Shares       Shares   Premium      Reserve       Reserve        Losses         Parent     Interests     Equity 
                     US$'000      US$'000   US$'000      US$'000       US$'000       US$'000        US$'000       US$'000    US$'000 
---------------  -----------  -----------  --------  -----------  ------------  ------------  -------------  ------------  --------- 
 1 January 2022       10,601            -   208,925        1,899      (22,852)     (105,915)         92,658       (1,678)     90,980 
 Loss for the 
  period                   -            -         -            -             -      (11,314)       (11,314)       (1,503)   (12,817) 
 Total other 
  comprehensive 
  loss                     -            -         -            -       (1,831)             -        (1,831)           184    (1,647) 
 Total 
  comprehensive 
  loss                     -            -         -            -       (1,831)      (11,314)       (13,145)       (1,319)   (14,464) 
 Disposal of 
  subsidiaries                                                                                                      (874)      (874) 
---------------  -----------  -----------  --------  -----------  ------------  ------------  -------------  ------------  --------- 
 Shareholders' 
  equity 
  at 30 June 
  2022                10,601           -#   208,925        1,899      (24,683)     (117,229)         79,513       (3,871)     75,642 
===============  ===========  ===========  ========  ===========  ============  ============  =============  ============  ========= 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHSED 30 JUNE 2021 - UNAUDITED

 
                                                                                                         Total 
                                                                                                        Equity 
                                                                                                  Attributable 
                                                                                                     to Equity 
                    Redeemable                              Capital                                    Holders          Non- 
                      Ordinary   Management      Share   Redemption   Translation   Accumulated         of the   Controlling      Total 
                        Shares       Shares    Premium      Reserve       Reserve        Losses         Parent     Interests     Equity 
                       US$'000      US$'000    US$'000      US$'000       US$'000       US$'000        US$'000       US$'000    US$'000 
-----------------  -----------  -----------  ---------  -----------  ------------  ------------  -------------  ------------  --------- 
 1 January 2021 
  (re-presented)        10,601            -    208,925        1,899      (19,655)     (100,433)        101,337       (6,877)     94,460 
 Loss for the 
  period                     -            -          -            -             -       (1,733)        (1,733)       (1,525)    (3,258) 
 Total other 
  comprehensive 
  loss                       -            -          -            -       (2,957)             -        (2,957)         (359)    (3,316) 
                   -----------  -----------  ---------  -----------  ------------  ------------  -------------  ------------  --------- 
 Total 
  comprehensive 
  loss                       -            -          -            -       (2,957)       (1,733)        (4,690)       (1,884)    (6,574) 
  Shareholders' 
   equity 
   at 30 June 
   2021                                                                    (22,61       (102,16 
   (re-presented)       10,601           -#    208,925        1,899           2 )           6 )         96,647       (8,761)     87,886 
=================  ===========  ===========  =========  ===========  ============  ============  =============  ============  ========= 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2021 - audited

 
                                                                                                        Total 
                                                                                                       Equity 
                                                                                                 Attributable 
                                                                                                    to Equity 
                    Redeemable                             Capital                                    Holders          Non- 
                      Ordinary   Management     Share   Redemption   Translation   Accumulated         of the   Controlling      Total 
                        Shares       Shares   Premium      Reserve       Reserve        Losses         Parent     Interests     Equity 
 Consolidated          US$'000      US$'000   US$'000      US$'000       US$'000       US$'000        US$'000       US$'000    US$'000 
-----------------  -----------  -----------  --------  -----------  ------------  ------------  -------------  ------------  --------- 
 Balance at 1 
  January 2020 
  (re-presented)        10,601            -   208,925        1,899      (21,644)      (90,135)        109,646       (3,848)    105,798 
 Changes in 
  ownership 
  interests 
  in subsidiaries            -            -         -            -             -          (38)           (38)            38          - 
 Non-controlling 
  interests 
  contribution               -            -         -            -             -      (10,260)       (10,260)       (3,256)   (13,516) 
 Loss for the 
  year                       -            -         -            -         1,889             -          1,889           189      2,078 
                   -----------  -----------  --------  -----------  ------------  ------------  -------------  ------------  --------- 
 Total other 
  comprehensive 
  loss for the 
  year                       -            -         -            -         1,889      (10,260)        (8,371)       (3,067)   (11,428) 
 Total 
  comprehensive 
  loss for 
  the year                                                                   100             -            100             -        100 
-----------------  -----------  -----------  --------  -----------  ------------  ------------  -------------  ------------  --------- 
 As at 31 
  December 2020/ 
  1 
  January 2021 
  (re-presented)        10,601           -#   208,925        1,899      (19,655)     (100,433)        101,337       (6,877)     94,460 
 
 Changes in 
  ownership 
  interests 
  in subsidiaries            -            -         -            -             -             -              -         (341)      (341) 
 Non-controlling 
  interests 
  contribution               -            -         -            -             -             -              -         8,519      8,519 
 Loss for the 
  year                       -            -         -            -             -       (5,482)        (5,482)       (2,592)    (8,074) 
 Total other 
  comprehensive 
  loss for the 
  year                       -            -         -            -       (3,197)             -        (3,197)         (387)    (3,584) 
                   -----------  -----------  --------  -----------  ------------  ------------  -------------  ------------  --------- 
 Total 
  comprehensive 
  loss for 
  the year                   -            -         -            -       (3,197)             -        (8,679)       (2,979)   (11,658) 
 
 Shareholders' 
  equity at 31 
  December 2021         10,601           -#   208,925        1,899      (22,852)     (105,915)         92,658       (1,678)     90,980 
=================  ===========  ===========  ========  ===========  ============  ============  =============  ============  ========= 
 

# Represents 2 management shares at US$0.05 each

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHSED 30 JUNE 2022

 
                                              Unaudited      Unaudited        Audited 
                                             Six months     Six months           Year 
                                                  ended          ended          ended 
                                                30 June        30 June    31 December 
                                                   2022           2021           2021 
                                                US$'000        US$'000        US$'000 
                                                          Re-presented 
------------------------------------------  -----------  -------------  ------------- 
 Cash Flows from Operating Activities 
 Loss before taxation 
 
   *    Continuing operations                  (12,543)        (1,345)        (4,846) 
 
   *    Discontinued operation                        -        (1,875)        (3,087) 
 
 Finance income                                   (981)        (1,399)          (710) 
 Finance costs                                    1,718          4,311          3,621 
 Loss on disposal of subsidiaries                 3,752              -              - 
 Unrealised foreign exchange gain/(loss)          2,650            853          (346) 
 Depreciation of property, plant 
  and equipment and right-of-use asset               30            187            207 
 Operating (loss)/profit before 
  changes in working capital                    (5,374)            732        (5,161) 
 Changes in working capital: 
 Decrease/(increase) in inventories               1,643          (753)          4,660 
 (Increase)/decrease in trade and 
  other receivables and prepayments               (441)            875        (3,341) 
 Increase/(decrease) in trade and 
  other payables                                  5,469          (443)        (2,324) 
------------------------------------------  -----------  -------------  ------------- 
 Cash generated from/(used in) operations         1,297            411        (6,166) 
 Interest paid                                  (1,715)        (4,299)        (3,618) 
 Tax paid                                           (3)           (36)           (46) 
------------------------------------------  -----------  -------------  ------------- 
 
 Net cash used in operating activities            (421)        (3,924)        (9,830) 
------------------------------------------  -----------  -------------  ------------- 
 
 Cash Flows from Investing Activities 
 Purchase of property, plant and 
  equipment                                        (12)           (14)           (42) 
 Proceeds from disposal of subsidiaries          10,045              -              - 
 Finance income received                            981          1,399            710 
------------------------------------------  -----------  -------------  ------------- 
 
 Net cash from investing activities              11,014          1,385            668 
------------------------------------------  -----------  -------------  ------------- 
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)

FOR THE SIX MONTHSED 30 JUNE 2022

 
                                                Unaudited      Unaudited        Audited 
                                               Six months     Six months           Year 
                                                    ended          ended          ended 
                                                     June        30 June    31 December 
                                                     2022           2021           2021 
                                                  US$'000        US$'000        US$'000 
                                                            Re-presented 
--------------------------------------------  -----------  -------------  ------------- 
 Cash Flows From Financing Activities 
 Advances (from)/to non-controlling 
  interests                                         (697)            303            121 
 Issuance of ordinary share of subsidiaries 
  to non-controlling interests                          -              -          8,519 
 Repayment of finance lease liabilities             (155)          (227)          (163) 
 Repayment of loans and borrowings                (9,133)              -              - 
 Drawdown of loans and borrowings 
  and Medium Term notes                                 -          5,806          3,559 
 
 Net cash (used in)/from financing 
  activities                                      (9,985)          5,881         12,036 
--------------------------------------------  -----------  -------------  ------------- 
 
 Net changes in cash and cash equivalents 
  during the period/year                              608          3,342          2,874 
 Effect of changes in exchange rates                1,127          (207)        (1,148) 
 Cash and cash equivalents at the 
  beginning of the period/year (i)                  7,114          5,948          5,388 
--------------------------------------------  -----------  -------------  ------------- 
 Cash and cash equivalents at the 
  end of the period/year (i)                        8,849          9,083          7,114 
--------------------------------------------  -----------  -------------  ------------- 
 
   (i)      Cash and Cash Equivalents 

Cash and cash equivalents included in the consolidated statement of cash flows comprise the following consolidated statement of financial position amounts:

 
                                 Unaudited      Unaudited        Audited 
                                Six months     Six months           Year 
                                     ended          ended          ended 
                                      June        30 June    31 December 
                                      2022           2021           2021 
                                   US$'000        US$'000        US$'000 
                                             Re-presented 
-----------------------------  -----------  -------------  ------------- 
 Cash and bank balances              6,405          6,622          4,644 
 Short term bank deposits            2,444          2,461          2,470 
-----------------------------  -----------  -------------  ------------- 
                                     8,849          9,083          7,114 
 Less: Deposits pledged (ii)       (2,312)        (2,174)        (2,470) 
-----------------------------  -----------  -------------  ------------- 
 Cash and cash equivalents           6,537          6,909          4,644 
-----------------------------  -----------  -------------  ------------- 
 

(ii) Included in short term bank deposits and cash and bank balance is US$2,312,000 (31 December 2021: US$2,470,000; 30 June 2021: US$2,174,000) pledged for loans and borrowings and Medium Term Notes of the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHSED 30 JUNE 2022

   1    GENERAL INFORMATION 

The principal activities of the Group are the sale of development land and the operation and sale of hotels, and a shopping mall in Malaysia, and a hospital in Vietnam.

   2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
   2.1     BASIS OF PREPARATION 

The interim condensed consolidated financial statements for the six months ended 30 June 2022 have been prepared in accordance with IAS 34, Interim Financial Reporting.

The interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2021 which have been prepared in accordance with IFRS.

Taxes on income in the interim period are accrued using the tax rate that would be applicable to expected total annual earnings.

The interim results have not been audited nor reviewed and do not constitute statutory financial statements.

The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2021 as described in those annual financial statements.

The interim report and financial statements were approved by the Board of Directors on 14 September 2022.

   3    SEGMENTAL INFORMATION 

Segmental information represents the level at which financial information is reported to the Board of Directors, being the chief operating decision makers as defined in IFRS 8. The Directors determine the operating segments based on reports reviewed and used by their staff for strategic decision making and resource allocations. For management purposes, the Group is organised into project units.

The Group's reportable operating segments are as follows:

   (i)       Investment Holding Companies - investing activities; 
   (ii)      Ireka Land Sdn. Bhd. - developed Tiffani ("Tiffani") by i-ZEN; 

(iii) ICSD Ventures Sdn. Bhd. - owns and operates the Harbour Mall Sandakan ("HMS") and the Sandakan hotel asset ("SHA", formerly Four Points by Sheraton Sandakan Hotel);

   (iv)     Amatir Resources Sdn. Bhd. - developed the SENI Mont' Kiara ("SENI"); 
   (v)      The RuMa Hotel KL Sdn. Bhd. - operates the RuMa Hotel; and 
   (vi)     Urban DNA Sdn. Bhd. - developed and owns the RuMa Hotel and Residences ("The RuMa") 

Other non-reportable segments comprise the Group's other development projects. None of these segments meets any of the quantitative thresholds for determining reportable segments in 2022 and 2021.

Information regarding the operations of each reportable segment is included below. The Board of Directors monitors the operating results of each segment for the purpose of performance assessments and making decisions on resource allocation. Performance is based on segment gross profit/(loss) and profit/(loss) before taxation, which the Directors believes are the most relevant in evaluating the results relative to other entities in the industry. Segment assets presented inclusive of inter-segment balances and inter-segment pricing is determined on an arm's length basis.

The Group's revenue generating development projects are located in Malaysia and Vietnam.

   3        SegmentAL Information (cont'd) 

Operating Segments ended 30 June 2022 - Unaudited

 
                       Investment        Ireka                                        The RuMa        Urban 
                          Holding    Land Sdn.   ICSD Ventures   Amatir Resources     Hotel KL          DNA 
                        Companies         Bhd.       Sdn. Bhd.          Sdn. Bhd.    Sdn. Bhd.    Sdn. Bhd.      Total 
                          US$'000      US$'000         US$'000            US$'000      US$'000      US$'000    US$'000 
--------------------  -----------  -----------  --------------  -----------------  -----------  -----------  --------- 
 Segment 
  (loss)/profit 
  before 
  taxation                (5,348)          (7)           (219)                187      (3,784)      (1,222)   (10,393) 
====================  ===========  ===========  ==============  =================  ===========  ===========  ========= 
 Included in the 
 measure 
 of segment 
 (loss)/profit 
 are: 
 Revenue                        -            -               -                  -            -            -          - 
 Cost of sales                  -            -               -                  -            -            -          - 
 Revenue from hotel 
  operations                    -            -               -                  -        2,721            -      2,721 
 Revenue from mall 
  operations                    -            -           1,084                  -            -            -      1,084 
 Expenses from hotel 
  operations                    -            -           (127)                  -      (3,136)            -    (3,263) 
 Expenses from mall 
  operations                    -            -           (636)                  -            -            -      (636) 
 Depreciation of 
  property, 
  plant and 
  equipment                     -            -             (4)                  -         (26)            -       (30) 
 Finance costs                  -            -           (623)               (98)            -        (976)    (1,697) 
 Finance income               682            -              22                255            -            -        959 
====================  ===========  ===========  ==============  =================  ===========  ===========  ========= 
 Segment assets             9,647           60          56,175              2,819          891       89,676    159,268 
====================  ===========  ===========  ==============  =================  ===========  ===========  ========= 
 Segment liabilities          418            3           1,599              2,556        5,647       50,266     60,489 
====================  ===========  ===========  ==============  =================  ===========  ===========  ========= 
 
   3        SegmentAL Information (cont'd) 

Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items

 
 Profit or loss                         US$'000 
------------------------------------  --------- 
 Total loss for reportable segments    (10,393) 
 Other non-reportable segments          (2,107) 
 Finance income                              22 
 Others                                    (65) 
 
 Consolidated loss before taxation     (12,543) 
====================================  ========= 
 
   3        SegmentAL Information (conT'd) 

Operating Segments ended 30 June 2021 - Unaudited (re-presented)

 
                                       Continuing operations 
                 ---------------------------------------------------------------- 
                                                                    The 
                                 Ireka       ICSD                  RuMa     Urban 
                  Investment      Land   Ventures      Amatir     Hotel       DNA        Total 
                     Holding      Sdn.       Sdn.   Resources   KL Sdn.      Sdn.   continuing   Discontinued 
                   Companies      Bhd.       Bhd.   Sdn. Bhd.      Bhd.      Bhd.   operations     operations     Total 
                     US$'000   US$'000    US$'000     US$'000   US$'000   US$'000      US$'000        US$'000   US$'000 
---------------  -----------  --------  ---------  ----------  --------  --------  -----------  -------------  -------- 
 Segment 
  (loss)/profit 
  before 
  taxation           (1,665)         -      (223)         227   (1,128)   (1,143)      (3,932)        (1,875)   (5,807) 
===============  ===========  ========  =========  ==========  ========  ========  ===========  =============  ======== 
 Included in 
 the measure 
 of segment 
 (loss)/profit 
 are: 
 Revenue                   -         -          -           -         -       516          516              -       516 
 Cost of sales             -         -          -           -         -     (416)        (416)              -     (416) 
 Revenue from 
  hotel 
  operations               -         -          -           -     1,005         -        1,005              -     1,005 
 Revenue from 
  mall 
  operations               -         -        945           -         -         -          945              -       945 
 Revenue from 
  hospital 
  operations               -         -          -           -         -         -            -          5,574     5,574 
 Expenses from 
  hotel 
  operations               -         -       (27)           -   (1,967)         -      (1,994)                  (1,994) 
 Expenses from 
  mall 
  operations               -         -      (636)           -         -         -        (636)                    (636) 
 Expenses from 
  hospital 
  operations               -         -          -           -         -         -            -        (5,304)   (5,304) 
 Depreciation 
  of property, 
  plant and 
  equipment                -         -       (26)           -     (139)         -        (165)           (16)     (181) 
 Finance costs             -         -      (585)       (102)         -     (869)      (1,556)        (2,037)   (3,593) 
 Finance income          356         -         22         336         -        11          725              1       726 
===============  ===========  ========  =========  ==========  ========  ========  ===========  =============  ======== 
 Segment assets        5,104       132     58,906       3,192       648   103,929      171,911         86,460   258,371 
===============  ===========  ========  =========  ==========  ========  ========  ===========  =============  ======== 
 Segment 
  liabilities          1,850         3      1,806       2,806     2,091    49,686       58,242         77,443   135,685 
===============  ===========  ========  =========  ==========  ========  ========  ===========  =============  ======== 
 
   3        SegmentAL Information (cont'd) 

Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items

 
 Profit or loss                        US$'000 
------------------------------------  -------- 
 Total loss for reportable segments    (5,807) 
 Other non-reportable segments           2,515 
 Finance income                            673 
 Others                                  (601) 
 
 Consolidated loss before taxation     (3,220) 
====================================  ======== 
 
   3        SegmentAL Information (cont'd) 

Operating Segments - Year ended 31 December 2021 - Audited

 
                                       Continuing operations 
                 ---------------------------------------------------------------- 
                                                                    The 
                                 Ireka       ICSD                  RuMa     Urban 
                  Investment      Land   Ventures      Amatir     Hotel       DNA        Total 
                     Holding      Sdn.       Sdn.   Resources   KL Sdn.      Sdn.   continuing   Discontinued 
                   Companies      Bhd.       Bhd.   Sdn. Bhd.      Bhd.      Bhd.   operations     operations      Total 
                     US$'000   US$'000    US$'000     US$'000   US$'000   US$'000      US$'000        US$'000    US$'000 
---------------  -----------  --------  ---------  ----------  --------  --------  -----------  -------------  --------- 
 Segment 
  (loss)/profit 
  before 
  taxation           (3,113)       (2)      (580)         360   (1,637)   (2,030)      (7,003)        (3,087)   (10,089) 
===============  ===========  ========  =========  ==========  ========  ========  ===========  =============  ========= 
 Included in 
 the measure 
 of segment 
 (loss)/profit 
 are: 
 Revenue                   -         -          -           -         -       595          595              -        595 
 Other income 
  from hotel 
  operations               -         -          -           -     2,679         -        2,679              -      2,679 
 Other income 
  from mall 
  operations               -         -      2,007           -         -         -        2,007              -      2,007 
 Other income 
  from hospital 
  operations               -         -          -           -         -         -            -         12,768     12,768 
 Expenses from 
  hotel 
  operations               -         -      (255)           -   (4,042)         -      (4,297)              -    (4,297) 
 Expenses from 
  mall 
  operations               -         -    (1,072)           -         -         -      (1,072)              -    (1,072) 
 Expenses from 
  hospital 
  operations               -         -          -           -         -         -            -       (11,144)   (11,144) 
 Depreciation 
  of property, 
  plant and 
  equipment                -         -       (43)           -     (164)         -        (207)              -      (207) 
 Finance costs         (172)         -    (1,290)       (203)       (2)   (1,909)      (3,576)        (5,358)    (8,934) 
 Finance income            -         -         45         600         -        20          665            335      1,000 
===============  ===========  ========  =========  ==========  ========  ========  ===========  =============  ========= 
 Segment assets        6,837        78     58,322       3,212       703    95,243      164,395        100,812    265,207 
===============  ===========  ========  =========  ==========  ========  ========  ===========  =============  ========= 
 Segment 
  liabilities          3,659         3      1,589       2,785     1,824    44,246       54,106         86,347    140,453 
===============  ===========  ========  =========  ==========  ========  ========  ===========  =============  ========= 
 
   3        Segmental Information (cont'd) 

Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items

 
 Profit or loss                        US$'000 
------------------------------------  -------- 
 Total loss for reportable segments    (7,003) 
 Other non-reportable segments           2,157 
 Finance income                           (45) 
 Others                                     45 
 
 Consolidated loss before taxation     (4,846) 
====================================  ======== 
 
   3        SegmentAL Information (cont'd) 

Six months ended 30 June 2022 - Unaudited

 
                                                                                                       Addition 
                                                   Finance   Finance   Segment        Segment    to non-current 
 US$'000                  Revenue   Depreciation     costs    income    assets    liabilities            assets 
----------------------  ---------  -------------  --------  --------  --------  -------------  ---------------- 
 Total reportable 
  segment                       -           (30)   (1,696)       959   159,268         60,489                12 
 Other non-reportable 
  segments                      -              -      (22)        22     9,518         32,655                 - 
----------------------  ---------  -------------  --------  --------  --------  -------------  ---------------- 
 Consolidated total             -           (30)   (1,718)       981   168,786         93,144                12 
======================  =========  =============  ========  ========  ========  =============  ================ 
 
   3        SegmentAL Information (cont'd) 

Six months ended 30 June 202 1 - Unaudited (Re-presented)

 
                                                                                                      Addition 
                                                  Finance   Finance   Segment        Segment    to non-current 
 US$'000                 Revenue   Depreciation     costs    income    assets    liabilities            assets 
----------------------  --------  -------------  --------  --------  --------  -------------  ---------------- 
 Total reportable 
  segment                    516          (165)   (1,556)       725   171,911         58,242                15 
 Other non-reportable 
  segments                     -           (22)     (162)       674    19,206         44,989                 - 
----------------------  --------  -------------  --------  --------  --------  -------------  ---------------- 
 Consolidated total          516          (187)   (1,718)     1,399   191,117        103,231                15 
======================  ========  =============  ========  ========  ========  =============  ================ 
 
   3        SegmentAL Information (cont'd) 

Six months ended 31 December 202 1 - Audited

 
                                                                                                      Addition 
                                                  Finance   Finance   Segment        Segment    to non-current 
 US$'000                 Revenue   Depreciation     costs    income    assets    liabilities            assets 
----------------------  --------  -------------  --------  --------  --------  -------------  ---------------- 
 Total reportable 
  segment                    595          (207)   (3,576)       665   164,395         54,106                42 
 Other non-reportable 
  segments                     -            109      (45)        45    24,712         44,021                 - 
----------------------  --------  -------------  --------  --------  --------  -------------  ---------------- 
 Consolidated total          595           (98)   (3,621)       710   189,107         98,127                42 
======================  ========  =============  ========  ========  ========  =============  ================ 
 
   3        Segmental Information (cont'd) 

Geographical Information - six months ended 30 June 2022 - Unaudited

 
                          Malaysia 
                           US$'000 
--------------------     --------- 
 Revenue                         - 
 Non-current assets          5,367 
=======================  ========= 
 

Geographical Information - six months ended 30 June 2021 - Unaudited (re-presented)

 
                       Continuing 
                        operations 
                      ------------ 
                                     Total continuing   Discontinued 
                          Malaysia         operations      operation     Total 
                           US$'000            US$'000        US$'000   US$'000 
--------------------  ------------  -----------------  -------------  -------- 
 Revenue                       516                516              -       516 
 Non-current assets          9,164              9,164            422     9,586 
====================  ============  =================  =============  ======== 
 

Geographical Information - year ended 31 December 2021 - Audited

 
                       Continuing 
                        operations 
                      ------------ 
                                     Total continuing   Discontinued 
                          Malaysia         operations      operation   Consolidated 
                           US$'000            US$'000        US$'000        US$'000 
--------------------  ------------  -----------------  -------------  ------------- 
 Revenue                     1,329              1,329              -          1,329 
 Non-current assets          5,970              5,970          3,963          9,933 
====================  ============  =================  =============  ============= 
 

In the financial period/year ended 30 June 202 2 ; 30 June 202 1 ; 31 December 202 1 , no single customer exceeded 10% of the Group's total revenue.

   4    SEASONALITY 

The Group's business operations were not materially affected by seasonal factors for the period under review but was negatively affected by the MCO in Malaysia resulting from the COVID-19 pandemic.

   5    COST OF SALES 
 
                               Unaudited         Unaudited        Audited 
                              Six months        Six months           Year 
                                   ended             ended          ended 
                                 30 June           30 June    31 December 
                                    2022             202 1          202 1 
                                           ( Re-presented) 
                                 US$'000           US$'000        US$'000 
 Direct costs attributable 
  to: 
 Completed Units                       -               416            318 
---------------------------  -----------  ----------------  ------------- 
 
   6    FOREIGN EXCHANGE (LOSS)/GAIN 
 
                                  Unaudited         Unaudited        Audited 
                                 Six months        Six months           Year 
                                      ended             ended          ended 
                                    30 June           30 June    31 December 
                                      202 2             202 1          202 1 
                                              ( Re-presented) 
                                    US$'000           US$'000        US$'000 
------------------------------  -----------  ----------------  ------------- 
 Foreign exchange gain/(loss) 
  comprises: 
 Realised foreign exchange 
  loss                                 (53)                 3            (1) 
 Unrealised foreign exchange 
  gain/(loss)                       (2,650)               853            346 
                                    (2,703)               856            345 
------------------------------  -----------  ----------------  ------------- 
 
   7    TAXATION 
 
                                Unaudited         Unaudited         Audited 
                               Six months        Six months            Year 
                                    ended             ended           ended 
                                  30 June           30 June     31 December 
                                     2022              2021            2021 
                                            ( Re-presented) 
                                  US$'000           US$'000         US$'000 
 Current tax expense                  274                38             189 
 Deferred tax credit                    -                 -            (48) 
----------------------------  -----------  ----------------  -------------- 
 Total tax expense/(income) 
  for the period/year                 274                38             141 
----------------------------  -----------  ----------------  -------------- 
 
   7        Taxation (Cont'd) 

The numerical reconciliation between the income tax expense and the product of accounting results multiplied by the applicable tax rate is computed as follows:

 
                                        Unaudited         Unaudited        Audited 
                                       Six months        Six months           Year 
                                            ended             ended          ended 
                                          30 June           30 June    31 December 
                                             2022              2021           2021 
                                                    ( Re-presented) 
                                          US$'000           US$'000        US$'000 
 
   Net loss before taxation              (12,543)           (1,345)        (4,846) 
------------------------------------  -----------  ----------------  ------------- 
 
  Income tax at rate of 24%               (3,010)             (323)        (1,163) 
 
 Add : 
 Tax effect of expenses not 
  deductible in determining 
  taxable profit                            2,486               309          1,666 
 Current year losses and other 
  tax benefits for which no 
  deferred tax asset was recognised           590               406            787 
 Tax effect of different tax 
  rates in subsidiaries                         -               361              - 
 Less : 
 Tax effect of income not taxable 
  in determining taxable profit              (16)             (715)        (1,220) 
 (Under)/over provision in 
  respect of prior period/year                224                 -             71 
------------------------------------  -----------  ----------------  ------------- 
 Total tax expense for the 
  period/year                                 274                38            141 
------------------------------------  -----------  ----------------  ------------- 
 

The applicable corporate tax rate in Malaysia is 24%.

The Company is treated as a tax resident of Jersey for the purpose of Jersey tax laws and is subject to a tax rate of 0%. The Company is also registered as an International Services Entity so it does not have to charge or pay local Goods and Services Tax. The cost for this registration is GBP200 per annum.

The Directors intend to conduct the Group's affairs such that the central management and control is not exercised in the United Kingdom and so that neither the Company nor any of its subsidiaries carries on any trade in the United Kingdom. The Company and its subsidiaries will thus not be residents in the United Kingdom for taxation purposes. On this basis, they will not be liable for United Kingdom taxation on their income and gains other than income derived from a United Kingdom source.

   8    LOSS PER SHARE 

Basic and diluted loss per ordinary share

The calculation of basic and diluted loss per ordinary share for the period/year ended was based on the loss attributable to equity holders of the parent and a weighted average number of ordinary shares outstanding, calculated as below:

 
                                               Unaudited            Unaudited           Audited 
                                              Six months           Six months              Year 
                                                   ended                ended             ended 
                                                 30 June              30 June       31 December 
                                                    2022                 2021              2021 
                                                               (Re-presented) 
 Loss attributable to equity 
  holders of the parent ( US$'000) 
 
   *    continuing operations                   (11,314)                (701)           (3,850) 
 
   *    discontinued operations                        -              (1,032)           (1,632) 
-----------------------------------  -------------------  -------------------  ---------------- 
                                                (11,314)              (1,733)           (5,482) 
-----------------------------------  -------------------  -------------------  ---------------- 
 
 Weighted average number of 
  shares                                     198,691,000          198,691,000       198,691,000 
-----------------------------------  -------------------  -------------------  ---------------- 
 
 Loss per share 
 Basic and diluted (US cents) 
 - continuing operations                          (5.69)               (0.35)            (1.94) 
 - discontinued operations                             -               (0.52)            (0.82) 
-----------------------------------  -------------------  -------------------  ---------------- 
                                                  (5.69)               (0.87)            (2.76) 
-----------------------------------  -------------------  -------------------  ---------------- 
 
   9    LOANS AND BORROWINGS 
 
                               Unaudited        Unaudited        Audited 
                                   As at            As at          As at 
                                 30 June          30 June    31 December 
                                    2022            202 1          202 1 
                                 US$'000          US$'000        US$'000 
                                           (Re-presented) 
---------------------------   ----------  ---------------  ------------- 
 Current 
 Bank loans                        1,589            2,936          1,681 
 Finance lease liabilities             -               42             14 
----------------------------  ----------  ---------------  ------------- 
                                   1,589            2,978          1,695 
 ---------------------------  ----------  ---------------  ------------- 
 

The effective interest rates on the bank loans and finance lease arrangement for the period is 12% (30 June 2021 (re-presented): 12%; 31 December 202 1 : 12%) per annum respectively.

Borrowings are denominated in Malaysian Ringgit.

Bank loans are secured by land held for property development, work-in-progress, operating assets of the Group, pledged deposits and some by the corporate guarantee of the Company.

Reconciliation of movement of loans and borrowings to cash flows arising from financing activities:

 
                As at 1                             Foreign   As at 30 
                January   Drawdown   Repayment     exchange       June 
                   2022    of loan     of loan    movements       2022 
 Unaudited      US$'000    US$'000     US$'000      US$'000    US$'000 
------------  ---------  ---------  ----------  -----------  --------- 
 Bank loans       1,681          -           -         (92)      1,589 
              =========  =========  ==========  ===========  ========= 
 
 
                        As at 1                                                 As at 30 
                        January                                                     June 
                           2021                                                     2021 
                                                              Foreign 
                                   Drawdown    Repayment     exchange 
                 (Re-presented)     of loan      of loan    movements     (Re-presented) 
 Unaudited              US$'000     US$'000      US$'000      US$'000            US$'000 
------------  -----------------  ----------  -----------  -----------  ----------------- 
 Bank loans               1,742       1,250            -         (56)              2,936 
              =================  ==========  ===========  ===========  ================= 
 
   9        Loans and Borrowings (Cont'd) 
 
                As at 1                             Foreign    As at 31 
                January   Drawdown   Repayment     exchange    December 
                  202 1    of loan     of loan    movements       202 1 
 Audited        US$'000    US$'000     US$'000      US$'000     US$'000 
------------  ---------  ---------  ----------  -----------  ---------- 
 Bank loans       1,742      1,250     (1,250)         (61)       1,681 
              =========  =========  ==========  ===========  ========== 
 
 
                       As at 1   Repayment                  Foreign   As at 30 
                       January    of lease    Interest     exchange       June 
                          2022     payment    expenses    movements       2022 
 Unaudited             US$'000     US$'000     US$'000      US$'000    US$'000 
-------------------  ---------  ----------  ----------  -----------  --------- 
 Lease Liabilities          14        (13)           -          (1)          - 
                     =========  ==========  ==========  ===========  ========= 
 
 
                                                                                       As at 30 
                               As at 1 
                               January                                                     June 
                                 202 1    Repayment                                        2021 
                                                                     Foreign 
                                           of lease    Interest     exchange 
                        (Re-presented)      payment    expenses    movements     (Re-presented) 
 Unaudited                     US$'000      US$'000     US$'000      US$'000            US$'000 
-------------------  -----------------  -----------  ----------  -----------  ----------------- 
 Lease Liabilities                 181        (227)          12           77                 43 
                     =================  ===========  ==========  ===========  ================= 
 
 
                       As at 1   Repayment                  Foreign    As at 31 
                       January    of lease    Interest     exchange    December 
                          2021     payment    expenses    movements        2021 
 Audited               US$'000     US$'000     US$'000      US$'000     US$'000 
-------------------  ---------  ----------  ----------  -----------  ---------- 
 Lease Liabilities         181       (163)           3          (7)          14 
                     =========  ==========  ==========  ===========  ========== 
 

10 MEDIUM TERM NOTES

 
                                  Unaudited   Unaudited          Audited 
                                      As at       As at            As at 
                                    30 June     30 June      31 December 
                                       2022        2021             2021 
                                                          (Re-presented) 
                                    US$'000     US$'000          US$'000 
-------------------------------  ----------  ----------  --------------- 
 Outstanding medium term notes       31,154      43,609           42,317 
 Net transaction costs                    -       (161)                - 
 Less: 
 Repayment due within twelve 
  months*                          (31,154)    (43,448)        (42,317 ) 
-------------------------------  ----------  ----------  --------------- 
 Repayment due after twelve               -           -                - 
  months 
-------------------------------  ----------  ----------  --------------- 
 

* Nil net transaction costs in relation to medium term notes due within twelve months. (30 June 2021: US$0.67 million; 31 December 2021: Nil)

   10      Medium Term Notes (cont'd) 

Reconciliation of movement of medium term notes to cash flows arising from financing activities:

 
                   As at 1                             Foreign   As at 30 
                   January   Drawdown   Repayment     exchange       June 
                      2022    of loan     of loan    movements       2022 
 Unaudited         US$'000    US$'000     US$'000      US$'000    US$'000 
---------------  ---------  ---------  ----------  -----------  --------- 
 
   Medium Term 
   Notes            42,316          -     (9,133)      (2,029)     31,154 
                 =========  =========  ==========  ===========  ========= 
 
 
                                                                                   As at 30 
                           As at 1 
                           January                                                     June 
                              2021                                                     2021 
                                                                 Foreign 
                                      Drawdown    Repayment     exchange 
                    (Re-presented)     of loan      of loan    movements     (Re-presented) 
 Unaudited                 US$'000     US$'000      US$'000      US$'000            US$'000 
---------------  -----------------  ----------  -----------  -----------  ----------------- 
 
   Medium Term 
   Notes                    40,200       4,556            -      (1,308)             43,448 
                 =================  ==========  ===========  ===========  ================= 
 
 
                   As at 1                             Foreign    As at 31 
                   January   Drawdown   Repayment     exchange    December 
                      2021    of loan     of loan    movements        2021 
 Audited           US$'000    US$'000     US$'000      US$'000     US$'000 
---------------  ---------  ---------  ----------  -----------  ---------- 
 
   Medium Term 
   Notes            40,200      3,559           -      (1,443)      42,316 
                 =========  =========  ==========  ===========  ========== 
 

The Medium Term Notes ("MTNs") were issued pursuant to a programme with a tenor of ten (10) years from the first issue date of the notes. The MTNs were issued by a subsidiary, to fund two development projects known as Sandakan Harbour Square and Aloft Kuala Lumpur Sentral ("AKLS") in Malaysia.

Following the completion of the sale of the AKLS by the Group in 2016, the net adjusted price value for the sale of AKLS, which included the sale of the entire issued share capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd. (the "Aloft Companies") were used to redeem the MTN Series 2 and Series 3. Following the completion of the disposal of AKLS, US$96.25 million (RM394.0 million) of MTN associated with the AKLS (Series 3) and the Four Points Sheraton Sandakan (Series 2) were repaid on 19 August 2016. The charge in relation to AKLS was also discharged following the completion of the disposal.

The Group completed the "roll-over" for the remaining MTNs of US$24.43 million which is due on 10 December 2020, and 2021; it is now repayable on 8 December 2022. The MTNs are rated AAA.

Repayment of US$9.13 million (RM39.0 million) was made in the current financial period.

   10      Medium Term Notes (cont'd) 

The weighted average interest rate of the MTN was 4.50% per annum at the statement of financial position date. The effective interest rates of the MTN and their outstanding amounts are as follows:

 
                                           Interest rate 
                         Maturity Dates     % per annum    US$'000 
----------------------  ----------------  --------------  -------- 
 Series 1 Tranche FGI      8 Dec 2022          4.50          7,892 
 Series 1 Tranche BG       8 Dec 2022          4.50          5,954 
                                                            13,846 
 ---------------------------------------  --------------  -------- 
 

The medium term notes are secured by way of:

   (i)      bank guarantee from two financial institutions in respect of the BG Tranches; 

(ii) financial guarantee insurance policy from Danajamin Nasional Berhad ("Danajamin") in respect to the FG Tranches;

(iii) a first fixed and floating charge over the present and future assets and properties of Silver Sparrow Berhad and ICSD Ventures Sdn. Bhd. by way of a debenture;

   (iv)    a third party first legal fixed charge over ICSD Ventures Sdn. Bhd.'s assets and 

land;

   (v)     a corporate guarantee by the Company; 

(vi) letter of undertaking from the Company to provide financial and other forms of support to ICSD Ventures Sdn. Bhd. to finance any cost overruns associated with the development of the Sandakan Harbour Square;

(vii) assignment of all its present and future rights, interest and benefits under the ICSD Ventures Sdn. Bhd.'s Put Option Agreements in favour of Danajamin, Malayan Banking Berhad and OCBC Bank (Malaysia) Berhad (collectively as "the guarantors") where once exercised, the sale and purchase of HMS and SHA shall take place in accordance with the provision of the Put Option Agreement; and the proceeds from HMS and SHA will be utilised to repay the MTNs;

(viii) assignment over the disbursement account, revenue account, operating account, sale proceed account, debt service reserve account and sinking fund account of Silver Sparrow Berhad; revenue account of ICSD Venture Sdn. Bhd;

(ix) assignment of all ICSD Ventures Sdn. Bhd's present and future rights, title, interest and benefits in and under the insurance policies; and

(x) a first legal charge over all the shares of Silver Sparrow Berhad, ICSD Ventures Sdn. Bhd. and any dividends, distributions and entitlements.

   10      Medium Term Notes (cont'd) 

Potensi Angkasa Sdn Bhd ("PASB"), a subsidiary incorporated on 25 February 2019, has secured a commercial paper and/or medium term notes programme not exceeding US$21.02 mil (RM90.0 million) ("CP/MTN Programme") to fund a project known as The RuMa Hotel and Residences. PASB may, from time to time, issue commercial paper and/or medium term notes ("Notes") whereby the nominal value of outstanding Notes shall not exceed US$21.02 million (RM90.0 million) at any one time. The details of the drawdown schedule were as follows:

 
         Initial Issue                 First Roll-over              Second Roll-over 
------------------------------  ----------------------------  ---------------------------- 
  Tranche                RM      Tranche               RM      Tranche               RM 
  N umber     Date      ('000)    Number     Date     ('000)    Number     Date     ('000) 
----------  --------  --------  ---------  -------  --------  ---------  -------  -------- 
  Tranche    10 Jun              Tranche    10 Jun             Tranche    10 Jun 
    1-23       2019     22,850     63-83     2020     20,950    124-142    2021     19,050 
  Tranche    30 Sep              Tranche    30 Sep             Tranche    1 Oct 
   24-31       2019      9,600     84-91     2020      9,600    143-147    2021      4,750 
  Tranche     7 Oct              Tranche    7 Oct              Tranche    8 Oct 
   32-49       2019     17,100    92-109     2020     17,100    148-165    2021     17,100 
  Tranche    25 Feb              Tranche    25 Feb             Tranche    28 Feb 
   50-62       2020     15,350    110-122    2021     15,350    166-178    2022     15,350 
  Tranche     9 Jun              Tranche    10 Jun 
    123        2021     20,000      179      2022     20,000 
----------  --------  --------  ---------  -------  --------  ---------  -------  -------- 
 

The weighted average interest rate of the loan was 8.9% per annum at the statement of financial position date. The effective interest rates of the medium-term notes and their outstanding amounts were as follows:

Maturity

 
                                      Interest rate 
                    Maturity Dates     % per annum    US$'000 
-----------------  ----------------  --------------  -------- 
                     13 Jun 202 2 
 Tranche 124-142           *               8.5          4,324 
 Tranche 143-147      3 Oct 202 2          8.5          1,078 
 Tranche 148-165     11 Oct 202 2          8.5          3,882 
 Tranche 166-178      1 Mar 2023           8.5          3,484 
 Tranche 179          11 Jun 2023         10.0          4,540 
                                                       17,308 
 ----------------------------------  --------------  -------- 
 

* Maturity date of Tranche 124-142 was further extended to 12 February 2023.

Security for CP/MTN Programme

(a) A legal charge over the Designated Accounts by the PASB and/or the Security Party (as defined below) (as the case may be) and assignment of the rights, titles, benefits and interests of the PASB and/or the Security Party (as the case may be) thereto and the credit balances therein on a pari passu basis among all Notes, subject to the following:

(i) In respect of the 75% of the sale proceeds of a Secured Asset ("Net Sale Proceeds") arising from the disposal of a Secured Asset, the Noteholders of the relevant Tranche secured by such Secured Asset shall have the first ranking security over such Net Sale Proceeds;

   10      Medium Term Notes (cont'd) 

(ii) In respect of the insurance proceeds from the Secured Assets ("Insurance Proceeds"), the Noteholders of the relevant Tranche secured by such Secured Asset shall have the first ranking security over such Insurance Proceeds;

(iii) In respect of the sale deposits from the Secured Assets ("Sale Deposits"), the Noteholders of the relevant Tranche secured by such Secured Asset shall have the first ranking security over such Sale Deposits;

(iv) In respect of the amount at least equivalent to an amount payable in respect of any coupon payment of that particular Tranche for the next six (6) months to be maintained by the Issuer ("Issuer's DSRA Minimum Required Balance"), the Noteholders of the relevant Tranche shall have the first ranking security over such Issuer's DSRA Minimum Required Balance;

(v) In respect of the proceeds from the Collection Account ("CA Proceeds"), the Noteholders of the relevant Tranche shall have the first ranking security over such CA Proceeds; and

(vi) In respect of any amount deposited by the Guarantor which are earmarked for the purposes of an early redemption of a particular Tranche of the Notes and/or principal payment of a particular Tranche of the Notes ("Deposited Amount"), the Noteholders of the relevant Tranche shall have the first ranking security over such Deposited Amount;

(b) An irrevocable and unconditional guarantee provided by the Urban DNA Sdn Bhd for all payments due and payable under the CP/MTN Programme ("Guarantee"); and

(c) Any other security deemed appropriate and mutually agreed between the PASB and the Principal Adviser/Lead Arranger ("PA/LA"), the latter being Kenanga Investment Bank Berhad.

Security for each medium term note:

Each Tranche shall be secured by assets ("Secured Assets") to be identified prior to the issue date of the respective Tranche.

Such Secured Assets may be provided by third party(ies), (which, together with the Guarantor, shall collectively be referred to as "Security Parties" and each a "Security Party") and/or by the PASB. Subject always to final identification of the Secured Asset prior to the issue date of the respective Tranche, the security for any particular Tranche may include but not limited to the following:

(a) Legal assignment and/or charge by the PASB and/or the Security Party (as the case may be) of the Secured Assets;

(b) An assignment over all the rights, titles, benefits and interests of the PASB and/or the Security Party (as the case may be) under all the sale and purchase agreements executed by end-purchasers and any subsequent sale and purchase agreement to be executed in the future by end-purchaser (if any), in relation to the Secured Assets;

(i) A letter of undertaking from Aseana Properties Limited to, amongst others, purchase the Secured Assets ("Letter of Undertaking"); and/or

   10      Medium Term Notes (CONT'D) 

(c) Any other security deemed appropriate and mutually agreed between the Issuer and the PA/LA and/or Lead Manager prior to the issuance of the relevant Tranche.

The security for each Tranche is referred to as "Tranche Security".

11 RELATED PARTY TRANSACTIONS

Transactions between the Group with Ireka Corporation Berhad ("ICB") and its group of companies are classified as related party transactions based on ICB's 23.07% shareholding in the Company.

Related parties also include key management personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all the Directors of the Group, and certain members of senior management of the Group.

 
                                      Unaudited        Unaudited        Audited 
                                     Six months       Six months           Year 
                                          ended            ended          ended 
                                        30 June          30 June    31 December 
                                           2022             2021           2021 
                                                  (Re-presented) 
                                        US$'000          US$'000        US$'000 
----------------------------------  -----------  ---------------  ------------- 
 ICB Group of Companies 
 Accrued interest on shareholders 
  advance payable by ICB                    682              356            122 
 Accrued interest on a contract 
  payment by an ICB subsidiary               66               70              - 
 Hosting and IT support services 
  charged by an ICB subsidiary                -                2              - 
 Marketing commission charged 
  by an ICB subsidiary                        -                7              - 
 Rental expenses charge by 
  an ICB subsidiary                           -               29              - 
 
 Key management personnel 
 Fees and short-term employee 
  benefits                                1,027              271            578 
----------------------------------  -----------  ---------------  ------------- 
 
   11      Related Party Transactions (continued) 

Transactions between the Group and other significant related parties are as follows:

 
                                     Unaudited        Unaudited        Audited 
                                    Six months       Six months           Year 
                                         ended            ended          ended 
                                       30 June          30 June    31 December 
                                          2022             2021           2021 
                                                 (Re-presented) 
                                       US$'000          US$'000        US$'000 
---------------------------------  -----------  ---------------  ------------- 
 Non-controlling interests 
 Advances - non-interest bearing         (697)              193            121 
---------------------------------  -----------  ---------------  ------------- 
 

The outstanding amounts due from/(to) ICB and its group of companies as at 30 June 2022, 30 June 2021 and 31 December 2021 are as follows:

 
                               Unaudited         Unaudited        Audited 
                                   As at             As at          As at 
                                 30 June           30 June    31 December 
                                   202 2             202 1          202 1 
                                            (Re-presented) 
                                 US$'000           US$'000        US$'000 
----------------------------  ----------  ----------------  ------------- 
 Net amount due from an ICB 
  subsidiary                       1,960             1,945          2,005 
 Net amount due from ICB           3,771             5,109          3,178 
----------------------------  ----------  ----------------  ------------- 
 

On 29 July 2022, ICB announced that it had submitted an application for Judicial Management for its subsidiary, Ireka Engineering & Construction Sdn Bhd ("IECSB"), from which the Group recognizes a net amount due. No further information is available at the time of this report, the Group will be monitoring the situation closely including assessing the potential impact to the Group's financial position and performance.

The outstanding amounts due from/(to) the other significant related parties as at 30 June 2022, 30 June 2021 and 31 December 2021 are as follows:

 
                                    Unaudited         Unaudited        Audited 
                                        As at             As at          As at 
                                      30 June           30 June    31 December 
                                        202 2             202 1          202 1 
                                                 (Re-presented) 
                                      US$'000           US$'000        US$'000 
---------------------------------  ----------  ----------------  ------------- 
 Non-controlling interests 
 Advances - non-interest bearing      (1,169)          (11,588)        (1,952) 
---------------------------------  ----------  ----------------  ------------- 
 

Transactions between the parent company and its subsidiaries are eliminated in these consolidated financial statements.

12 DIVIDENDS

The Company has not paid or declared any dividends during the financial period ended 30 June 202 2 .

13 INTERIM STATEMENT

Copies of this interim statement are available on the Company's website www.aseanaproperties.com or from the Company's registered office at Osprey House, Old Street, St Helier, Jersey JE2 3RG, Channel Islands.

14 EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE

On 3 August 2022, the Group terminated the conditional agreement dated 9 September 2021 for the sale of the remaining 58 residential units at The RuMa Hotel and Residences as a result of certain conditions in the agreement that had not been met.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board has overall responsibility for risk management and internal control. The following have been identified previously as the areas of principal risk and uncertainty facing the Company, and they remain relevant in the second half of the year.

   --    Economic 
   --    Strategic 
   --    Regulatory 
   --    Law and regulations 
   --    Tax regimes 
   --    Management and control 
   --    Operational 
   --    Financial 
   --    Going concern 

For greater detail, please refer to page 17 of the Company's Annual Report for 2021, a copy of which is available on the Company's website www.aseanaproperties.com .

RESPONSIBILITY STATEMENT

The Directors of the Company confirm that to the best of their knowledge that:

a) The condensed consolidated financial statements have been prepared in accordance with IAS 34 (Interim Financial Reporting);

b) The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

c) The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

On behalf of the Board

NICK PARIS

Director

15 September 2022

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END

IR BKQBQQBKDCCD

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September 15, 2022 02:00 ET (06:00 GMT)

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